Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Twenty Fourth Annual
Report together with Audited Financial Statements which includes
Balance Sheet, Profit & Loss Account and Cash Flow Statement of the
Company for the year ended on 31st March 2015.
BUSINESS AFFAIRS & PHILOSOPHY
Your Company and its management has always been cautious of its brand
and corporate image apart from its corporate social responsibility.
Even within the limitation of having limited resources and
infrastructure available at its disposal, the management of the Company
has worked out product basket considering the strength of the Company
and market acceptability and is consistently improving upon the same,
so as to ensure that the products of the Company command its respect
and demand in the market in terms of quality, service, acceptability,
competitiveness etc. apart from giving maximum return on investment
thereby multiplying the investors fund. After sanction of the revival
scheme from the Hon'ble BIFR, the Company has been consistently making
its efforts to re-establish its brand and product in the market. With
emphasis on quality, competitiveness and service, the Company and its
management is confident to itself on the rapid growth path very
shortly. The Company has always endeavoured to provide innovative
products with quality and the said approach of the management of your
Company stands more strengthened by every passing moment.
OUTLOOK
The Company has reviewed its product basket and in consistency with the
market demand and business prospect, it has been concentrating on
security related products. In view of the financial constraints, the
Company has been doing trading as well as manufacturing activities in
security related products and services. Your Company, during limited
period and under limited resources, has been able to create and capture
a sizeable portion of security industry by trading and manufacturing
digital video recorders, CCTV Cameras, Digital Call Bell Alarms and
other products including accessories thereof. With the growth of crime
and awareness in the society, the size of consumer is phenomenally
increasing by every passing day in security related products and even
the middle class of the Country has become a substantial portion of
consumers of this industry. With the increase of spending power and
corresponding individual threats, the demand in security related
products are multiplying by every passing day as is even evident from
the demand of the products of your Company. With the current trend,
your Company, with its quality and services, is confident to become a
market leader in northern India within a very short span of time and
the management is confident to achieving the same at its earliest.
Your Company's performance during the year as compared to the last year
is as under:
FINANCIAL RESULTS AND PERFOMANCE
We give below the financial highlights for the year under review :-
PARTICULARS Current Year Previous Year
Turnover & Other Income 1,939.02 2,472.65
/Income from Operations
(including Job work)
Profit/(Loss) before 124.83 276.15
Depreciation, Interest/
Financial Charges and Tax
Depreciation 77.03 301.33
Interest and 23.15 0.00
Financial Charges
Profit/(Loss) before 24.65 (25.18)
Extra-ordinary Items
Extra Ordinary Items 0.00 5.47
Written Off
Profit/(Loss) after 24.65 (30.65)
Extra-ordinary Items,
but before Income Tax
Income Tax Adjustments 1.40 0.00
Profit/(Loss) after Tax 23.25 (30.65)
Surplus brought forward (3,715.33) (3,684.68)
Balance in Profit & Loss A/c (3,692.08) (3,715.33)
Despite of all the constraints including non-adequate working capital
and inability of the Company in raising fresh funds because of the
recent rehabilitation from sickness of the Company in the recent past,
the Company and its Directors have made all attempts and efforts to
optimally utilize all the resources available at their disposal and
although the net worth of the Company is positive, however, due to
limitation and constraints upon the available working capital coupled
with the unfavourable market condition, the net profit of the Company
has turned negative, despite of operational profits. The revenue of the
Company has decreased by 21.73% whereas the operational profit has
decreased by 45.75% approx. as compared to the last year with the same
resources, although, there being a negative net profit because of
amortization of certain one-time expense.
Your management is confident that during the current year, the working
capital fund requirement of the Company shall also be slowly met by
arranging fresh funds for which the Directors of the Company are making
all their efforts and with the strength of its products, quality,
marketing and other infrastructure facilities, the Company is confident
that it will once again make a sizeable market and profitability in its
operations. With this commitment to the investors, work force and
society at large, the management reassures you that your directors are
putting all their efforts to arrange the working capital, which may
take some time in view of the past history of the Company. But, they
are confident about the potential of the Company and express their
gratitude for the confidence reposed by the investors and all other
stake holders.
DIVIDEND
Considering the results of the Company and in view of the accumulated
losses together with the huge requirement of working capital, the Board
has not recommended dividend on shares.
OUTLOOK ON THREATS, RISKS AND CONCERNS
The Company has an integrated approach to managing the risks inherent
in various aspects of its business. As a part of this approach, the
Board of Directors is responsible for monitoring risk levels on various
parameters, and the Board of Directors supported by professionals in
various fields is responsible for ensuring implementation of mitigation
measures, if required. The Audit Committee provides the overall
direction on the risk management policies. The over all economic
environment will have a strong bearing on how things shape in the
coming years. Falling prices of the electronic products due to
increasing competitiveness with the introduction of multiple variants
in each product are potential risks. The over all Industrial and
Business sentiment has been low during the last financial year. Your
Company, therefore has planned to introduce high quality technically
advanced gadgets in the Company's product basket once it meets the
working capital requirement to start its operations in full capacity,
which will expedite its revival scheme. The Company has already
ventured into manufacturing and dealing of high quality CCTV cameras
and Digital Video Recorders (DVR) meant for CCTV Cameras. Your Company,
however, is confident that with further improvement in quality,
competitively priced products and their utility, it will be able to
expand its market share.
SEGMENT WISE PERFORMANCE
The Company has been operating in the electronic industry and dealing
and manufacturing only electronic products including Security &
Surveillance related electronic equipments. The Company's products are
mainly electronic and therefore there is a single segment of operation.
In view of the same, segment wise reporting is not required.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Internal Control Systems of the Company are designed to provide
adequate assurance on the efficiency of the operation and security of
its assets, and the Company is committed to high standards in this
regard. The accounting records are adequate for preparation of
financial statements and other financial information. The adequacy and
effectiveness of the Internal Control as well as compliance with laid
down systems and policies are comprehensively monitored by your
Company's Internal Auditors. The Audit Committee of the Board, which
meets regularly, actively reviews Internal Control Systems as well as
financial disclosures.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company continues to have excellent employee relations. Your
Directors acknowledge and thank the employees for their continuous
support. The Company has strong commitments to follow the best of the
HR practices and believes in up-lifting the overall competence of its
employees through regular training, workshops and seminars. The total
number of employees and workforce at the end of the year was 197 as
against 181 employees including permanent and irregular work force at
the end of the previous year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO
Information in respect of conservation of energy, technology
absorption, and foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-1
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from public
within the meaning of the Companies (Acceptance of Deposit) Rules,
1975, during the last financial year.
SUBSIDIARY COMPANY
The Company does not have any subsidiary.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Company's Articles of Association, Shri Raj Kumar Gupta, Director of
the Company is retiring by rotation at the forthcoming Annual General
Meeting and being eligible, offer himself for re-appointment. The Board
recommends his re-appointment.
The Companies Act, 2013 requires that a woman Director should be member
of the Board of Directors. Ms. Tripti Pande Desai was appointed as an
additional / woman director by the Board of Directors in its meeting
held on 31st day of March 2015 under the provisions of Section 149 and
152 of the Companies Act, 2013, and who holds office up to the ensuing
Annual General Meeting. Pursuant to the provisions of Section 160 of
the Companies Act, 2013, a notice in writing from a member has been
received proposing her candidature for the office of Director for a
period of five (5) years. The Board recommends her appointment as an
independent / woman director on the Board of the Company not liable to
be retired by rotation.
Further Shri Arvind Sharma and Shri Varun Gupta were appointed as the
additional directors on the Board of the Company by the Board in its
meeting held on 30th day of May 2015 under the provisions of Section
160 of the Companies Act, 2013, a notice in writing from a member has
been received proposing their candidature for the office of director.
The Board recommends their appointment as a director on the Board of
the Company liable to be retired by rotation.
Shri Vikas Gulechha, Shri Parvesh Ahuja and Shri Satish Raychand
Chopra, Directors of the Company have been resigned from the Board of
Directors with effect from 28th day of July, 2015. The Board express
its gratitude towards their valuable contribution during their tenure
on the Board.
Your Directors welcome Ms. Tripti Pande Desai, Shri Arvind Sharma and
Shri Varun Gupta on the Board of the Company.
Brief resume of the above Directors proposed to be appointed /
re-appointed, nature of their expertise in specific functional areas,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, are given in the explanatory statement to the Notice
convening the Annual General Meeting.
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance to with the Companies Act, 2013 and Clause 49 of the
Listing Agreement, the performance evaluation of the Board was carried
out during the year under review. The Board adopted a formal mechanism
for evaluating its performance and as well as that of its Committees
and individual Directors, including the Chairman of the Board based on
the criteria laid down by Nomination and Remuneration Committee which
includes attendance, contribution at the meetings and otherwise,
independent judgement, safeguarding of minority shareholders interest,
adherence to Code of Conduct and business ethics, monitoring of
regulatory compliance, risk management and review of internal control
system etc.
DECLARATION UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013
The Board hereby declares that Shri Jagdish Singh Dalal, Shri Satish
Chand and Ms. Tripti Pande Desai are the Independent Directors on the
Board of Directors of the Company and they, in the opinion of the
Board, are the persons of the integrity and possess relevant expertise
and experience. They are neither promoter of the Company nor its
holding, subsidiary or associate Company. It is further declared that
they are not related to any promoter or Director in the Company, its
holding, subsidiary or associate Company.
The aforesaid independent Directors neither directly nor through any of
their relatives, has any pecuniary relationship with the Company, its
holding, subsidiary or associate Company or their promoters or
directors during two immediately financial years or during the current
financial year.
All the Independent Directors have given Declarations that they meet
the criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013 and Clause No. 49 of the Listing Agreement.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES
ACT, 2015
As required under Section 134 (3) (c) of the Companies Act, 2013, your
Directors state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit and
loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
STATUTORY AUDITORS
The Auditors of the Company M/s. O. P Bagla & Company, Chartered
Accountants, New Delhi, retire on the conclusion of the ensuing Annual
General Meeting in terms of the provisions of the Companies Act, 2013
(corresponding the Companies Act, 1956) and have offered themselves for
re-appointment. The Company has received a certificate from the
Auditors to the effect that their re-appointment, if made, would be
within the prescribed limits specified under Sections 139 and 141 of
the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s.
Mahesh Gupta & Company, Practicing Company Secretary, and his report is
annexed as Annexure-2.
AUDITORS' REPORT
The Auditors' Report to the members together with Accounts for the year
ended on 31st March 2015 and Notes thereon is attached, which are
self-explanatory.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Auditors Report which needs any
comments on the part of the Directors. The queries raised by the
Auditors have been explained to the satisfaction of the Auditors and
hence no comments are made under this para. The auditors report is self
explanatory.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of 134 and 197(12) of the
Companies Act, 2013, read with Rule 5(1) the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, regarding employees
is given in Annexure-3.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of Section 135 of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility) Rules, 2014 read with the
various clarifications issued by the Ministry of Corporate Affairs. As
per the Financial Statements attached hereto, the contents of Section
135 are not applicable to the Company.
VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has a vigil mechanism for Directors and Employees to report
their concerns about unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct. The mechanism provides for
adequate safeguards against victimization of Directors and Employees
who avail of the mechanism. In exceptional cases, Directors and
Employees have direct access to the Chairman of the Audit Committee of
the Board. The whistle blower policy is available at the Company's
website www.vintroninformatics.com
NOMINATION AND REMUNERATION POLICY
The Company follows a policy on nomination and remuneration of
Directors and Senior Management Employees. The policy is approved by
the Nomination and Remuneration Committee of the Board. More details in
this respect are prescribed in the Corporate Governance Report.
CORPORATE GOVERNANCE
A separate report of the Board of Directors of the Company on Corporate
Governance is included in the Annual Report as Annexure-4 and the
certificate from M/s. O. P Bagla & Co., Statutory Auditors of the
Company confirming compliance with the requirements of Corporate
Governance as stipulated in Clause-49 of the Listing Agreement is
attached as annexure-5.
LOANS & INVESTMENT BY THE COMPANY
The Board declares that it has neither made any loan or investment to
any person or other body corporate(s) nor given any guarantee or
security in connection with a loan to any other body corporate(s) or
person(s). It is further declare that the Company has not acquired,
whether by way of subscription, purchase or otherwise, the securities
of any other body Corporate(s).
RELATED PARTY TRANSACTIONS
The Board declares that it has not entered into any contract,
transactions or arrangement with any related party with respect to any
sale, purchase or supply of any goods, material, property, services,
appointment of agent(s), underwriting the subscription of any
securities or derivatives of any Company or for appointment to any
office or place of profit in the Company, its subsidiary or associate
Company. The policy in respect of Related Party Transactions is
disseminated on the Company's website www.vintroninformatics.com
AUDIT COMMITTEE
During the year all the recommendations of the Audit Committee were
accepted by the Board. The Composition of the Audit Committee is as
described in the Corporate Governance Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in
Form_MGT-9 is annexed herewith as Annexure-6.
MEETINGS
During the year six (6) Board Meetings and six (6) Audit Committee
Meetings were convened and held. The details of which are given in
Corporate Governance Report.
MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY
No material changes have occurred and commitments made, affecting the
financial position of the Company, between the end of the financial
year of the Company and the date of this report. There is no order
passed by any regulator or Court or Tribunal against the Company,
impacting the going concern concept or future operations of the
Company.
LISTING FEES
The Equity Shares of the Company continue to be listed at the Stock
Exchange(s) of Bombay and Calcutta, and as on the date of signing of
this report, the listing fees for Calcutta Stock Exchange is yet to be
paid. Further that in terms of the Revival Scheme of the Company as
sanctioned by the Hon'ble BIFR vide its order dated 02.06.2009, it was
directed to the Delhi Stock Exchange (DSE) to de-list the equity
capital of the Company from DSE and the necessary intimation has been
made to DSE.
ACKNOWLEDGMENTS
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity. Your Directors are also pleased to place on
record their appreciation for the excellent support received from
Dealers, Business Associates and Customers by promoting and patronizing
the products of the Company.
By order of the Board FOR
VINTRON INFORMATICS LIMITED
Sd/-
(RAJ KUMAR GUPTA)
Place: F-90/1A, Okhla Industrial
Area Phase-I, New Delhi-110020 Chairman & Whole Time Director
Date : 28th July, 2015 DIN: 00019125
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the Twenty Third Annual
Report together with Audited Financial Statements which includes
Balance Sheet, Profit & Loss Account and Cash Flow Statement of the
Company for the year ended on 31st March 2014.
BUSINESS PHILOSOPHY
Your Company and its management has always been cautious of its brand
and corporate image apart from its corporate social responsibility.
Even within the limitation of having limited resources and
infrastructure available at its disposal, the management of the Company
has worked out product basket considering the strength of the Company
and market acceptability and is consistently improving upon the same,
so as to ensure that the products of the Company command its respect
and demand in the market in terms of quality, service, acceptability,
competitiveness etc. apart from giving maximum return on investment
thereby multiplying the investors fund. After sanction of the revival
scheme from the Hon''ble BIFR, the Company has been consistently making
its efforts to re-establish its brand and product in the market. With
emphasis on quality, competitiveness and service, the Company and its
management is confident to itself on the rapid growth path very
shortly. The Company has always endeavoured to provide innovative
products with quality and the said approach of the management of your
Company stands more strengthened by every passing moment.
OUTLOOK
The Company has reviewed its product basket and in consistency with the
market demand and business prospect, it has been consentrating on
security related products. In view of the financial constaints, the
Company has been doing trading as well as manufacturing activities in
security related products and services. Your Company, during limited
period and under limited resources, has been able to create and capture
a sizeable portion of security industry by trading and manufacturing
digital video recorders, CCTV Cameras, Digital Call Bell Alarms and
other products including accessories thereof. With the growth of crime
and awareness in the society, the size of consumer is phenomenally
increasing by every passing day in security related products and even
the middle class of the Country has become a substantial portion of
consumers of this industry. With the increase of spending power and
corresponding individual threats, the demand in security related
products are multiplying by every passing day as is even evident from
the demand of the products of your Company. With the current trend,
your Company, with its quality and services, is confident to become a
market leader in northern India within a very short span of time and
the management is confident to achieving the same at its earliest.
Your Company''s performance during the year as compared to the last year
is as under:
FINANCIAL RESULTS AND PERFOMANCE
We give below the financial highlights for the year under review :-
(RS. IN LACS)
PARTICULARS Current Year Previous Year
Turnover & Other Income/Income from
Operations (Job work) 2,472.65 2,145.88
Profit/(Loss) before Depreciation,
Interest/Financial Charges and Tax 276.15 374.62
Depreciation 301.33 69.13
Interest and Financial Charges 0.00 0.00
Profit/(Loss) before Extra-ordinary Items (25.18) 305.49
Extra Ordinary Items Written Off 5.47 8.81
Profit/(Loss) after Extra-ordinary Items,
but before Income Tax (30.65) 296.68
Income Tax Adjustments 0.00 0.53
Profit/(Loss) after Tax (30.65) 296.15
Surplus brought forward (3,684.68) (3,980.83)
Balance in Profit & Loss A/c (3,715.33) (3,684.68)
Despite of all the constraints including non-adequate working capital
and inability of the Company in raising fresh funds because of the
recent rehabilitation from sickness of the Company in the recent past,
the Company and its Directors have made all attempts and efforts to
optimally utilize all the resources available at their disposal and
although the net worth of the Company is positive, however, due to
amortization of certain one-time expenses, the net profit of the
Company has turned negative, despite of operational profits. Your
management is pleased to note that the revenue of the Company has
increased by 15.23% whereas the operational profit has decreased by
26.00% approx. as compared to the last year with the same resources,
although, there being a negative net profit because of amortization of
certain one-time expense.
Your management is confident that during the current year, the working
capital fund requirement of the Company shall also be slowly met by
arranging fresh funds for which the Directors of the Company are making
all their efforts and with the strength of its products, quality,
marketing and other infrastructure facilities, the Company is confident
that it will once again make a sizeable market and profitability in its
operations. With this commitment to the investors, work force and
society at large, the management reassures you that your directors are
putting all their efforts to arrange the working capital, which may
take some time in view of the past history of the Company. But, they
are confident about the potential of the Company and express their
gratitude for the confidence reposed by the investors and all other
stake holders.
DIVIDEND
Considering the results of the Company and in view of the accumulated
losses together with the huge requirement of working capital, the Board
has not recommended dividend on shares.
OUTLOOK ON THREATS, RISKS AND CONCERNS
The Company has an integrated approach to managing the risks inherent
in various aspects of its business. As a part of this approach, the
Board of Directors is responsible for monitoring risk levels on various
parameters, and the Board of Directors supported by professionals in
various fields is responsible for ensuring implementation of mitigation
measures, if required. The Audit Committee provides the overall
direction on the risk management policies.
The over all economic environment will have a strong bearing on how
things shape in the coming years. Falling prices of the electronic
products due to increasing competitiveness with the introduction of
multiple variants in each product are potential risks. The over all
Industrial and Business sentiment has been low during the last
financial year. Your Company, therefore has planned to introduce high
quality technically advanced gadgets in the Company''s product basket
once it meets the working capital requirement to start its operations
in full capacity, which will expedite its revival scheme. The Company
has already ventured into manufacturing and dealing of high quality
CCTV cameras and Digital Video Recorders (DVR) meant for CCTV Cameras.
Your Company, however, is confident that with further improvement in
quality, competitively priced products and their utility, it will be
able to expand its market share.
SEGMENT WISE PERFORMANCE
The Company has been operating in the electronic industry and dealing
and manufacturing only electronic products including Security &
Surveillance related electronic equipments. The Company''s products are
mainly electronic and therefore there is a single segment of operation.
In view of the same, segment wise reporting is not required.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Internal Control Systems of the Company are designed to provide
adequate assurance on the efficiency of the operation and security of
its assets, and the Company is committed to high standards in this
regard. The accounting records are adequate for preparation of
financial statements and other financial information. The adequacy and
effectiveness of the Internal Control as well as compliance with laid
down systems and policies are comprehensively monitored by your
Company''s Internal Auditors. The Audit Committee of the Board, which
meets regularly, actively reviews Internal Control Systems as well as
financial disclosures.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company continues to have excellent employee relations. Your
Directors acknowledge and thank the employees for their continuous
support. The Company has strong commitments to follow the best of the
HR practices and believes in up-lifting the overall competence of its
employees through regular training, workshops and seminars.
The total number of employees and workforce at the end of the year was
197 as against 181 employees including permanent and irregular work
force at the end of the previous year.
ADDITIONAL INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information in respect of conservation of energy, technology absorption
etc. required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is annexed.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Company''s Articles of Association, Shri Jagdish Singh Dalal, Director
of the Company is retiring by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for re-appointment.
The Board recommends his re-appointment.
FIXED DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of the Companies (Acceptance of Deposit) Rules,
1975, during the last financial year.
SUBSIDIARY COMPANY
The Company does not have any subsidiary.
AUDITORS
The Auditors of the Company M/s. O. P. Bagla & Company, Chartered
Accountants, New Delhi, retire on the conclusion of the ensuing Annual
General Meeting in terms of the provisions of the Companies Act, 1956
and have offered themselves for re-appointment. The Company has
received a certificate from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits
specified under Sections 139 and 141 of the Companies Act, 2013
(Corresponding Section 224 (1B) of the Companies Act, 1956).
AUDITORS'' REPORT
The Auditors'' Report to the members together with Accounts for the year
ended on 31st March 2014 and Notes thereon is attached, which are
self-explanatory.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Auditors Report which needs any
comments on the part of the Directors. The queries raised by the
Auditors have been explained to the satisfaction of the Auditors and
hence no comments are made under this para. The auditors report is self
explanatory.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 (CORRESPONDING
SECTION 217)
As required under Section 134 (3) (c) of the Companies Act, 2013
(corresponding Section 217(2AA) of the Companies Act, 1956), your
Directors state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 does not form
part of this Report. No employee of your Company is covered as per
provisions contained u/s 217(2A) of the Companies Act, 1956 in this
regard.
DECLARATION UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013
The Board hereby declares that Shri Jagdish Singh Dalal and Shri Satish
Chand are the Independent Directors on the Board of Directors of the
Company and they, in the opinion of the Board, the persons of the
integrity and possess relevant expertise and experience. They are
neither promoter of the Company nor its holding, subsidiary or
associate Company. It is further declare that they are not related to
any promoter or Director in the Company, its holding, subsidiary or
associate Company. The aforesaid independent Directors neither
directly nor through any of their relatives, has any pecuniary
relationship with the Company, its holding, subsidiary or associate
Company or their promoters or directors during two immediately
financial years or during the current financial year.
None of the aforesaid independent directors either himself or any of
their relative hold or has held any position or key managerial person
or has been employee of the Company or its holding, subsidiary or
associate Company in any of the last three financial years or during
the current financial year.
None of the aforesaid independent directors together with/or their
relatives hold 2% of more of total voting power of the Company or is
chief executive or director of any non-profit organization that
receives 25% or more of its receipts from the Company, any of its
promoters, directors or its holding, subsidiary or associate Company or
that holds 2% or more of the total voting power of the Company.
LOANS & INVESTMENT BY THE COMPANY
The Board declares that it has neither made any loan or investment to
any person or other body corporate(s) nor given any guarantee or
security in connection with a loan to any other body corporate(s) or
person(s). It is further declare that the Company has not acquired,
whether by of subscription, purchase or otherwise, the securities of
any other body Corporate(s). RELATED PARTY TRANSACTIONS
The Board declares that it has not entered into any contract,
transactions or arrangement with any related party with respect to any
sale, purchase or supply of any goods, material, property, services,
appointment of agent(s), underwriting the subscription of any
securities or derivatives of any company or for appointment to any
office or place of profit in the Company, its subsidiary or associate
Company.
LISTING FEES
The Equity Shares of the Company continue to be listed at the Stock
Exchange(s) of Bombay and Calcutta, and as on the date of signing of
this report, the listing fees for Calcutta Stock Exchange is yet to be
paid. Further that in terms of the Revival Scheme of the Company as
sanctioned by the Hon''ble BIFR vide its order dated 02.06.2009, it was
directed to the Delhi Stock Exchange (DSE) to de-list the equity
capital of the Company from DSE and the necessary intimation has been
made to DSE.
ACKNOWLEDGMENTS
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity. Your Directors are also pleased to place on
record their appreciation for the excellent support received from
Dealers, Business Associates and Customers by promoting and patronizing
the products of the Company.
By order of the Board
For VINTRON INFORMATICS LIMITED
Sd/-
(RAJ KUMAR GUPTA)
Place: F-90/1A, Okhla Industrial Chairman & Managing Director
Area Phase-I, New Delhi-110020
Date: 29/07/2014 DIN: 00019125
Mar 31, 2013
The Directors have pleasure in presenting the Twenty Second Annual
Report together with Audited Accounts of the Company for the year ended
on 31st March 2013.
BUSINESS PHILOSOPHY
Your Company and its management has always been cautious of its brand
and corporate image apart from its corporate social responsibility.
Even within the limitation of having limited resources and
infrastructure available at its disposal, the management of the Company
has worked out product basket considering the strength of the Company
and market acceptability and is consistently improving upon the same,
so as to ensure that the products of the Company command its respect
and demand in the market in terms of quality, service and
acceptability, competitiveness etc. apart from giving maximum return on
investment thereby multiplying the investors fund. After sanction of
the revival scheme from the Hon''ble BIFR, the Company has been
consistently making its efforts to re-establish its brand and product
in the market. With emphasis on quality, competitiveness and service,
the Company and its management is confident to itself on the rapid
growth path very shortly. The Company has always endeavoured to
provide innovative products with quality and the said approach of the
management of your Company stands more strengthened by every passing
moment.
OUTLOOK
Although the financial Year 2012-2013 has been difficult and
challenging for your Company considering the constraints such as
shortage of working capital finance, discontinuation of operations and
change in product apart from complete re-organization of the
organizational structure, your management has put all their efforts to
exploit the best under the prevailing circumstances. The year under
consideration has also been challenging as the Company was to ensure
that on the one hand, it does not incur any loss despite of the acute
shortage of working capital fund whereas on the other hand, it had to
re-introduce and establish itself in the market with new energy and
strength. Your Company has made all its efforts to optimally utilize
all the resources available at its disposal and achieve the maximum
targeted result. The circumstances prevailing with the Company during
the previous years have almost continued with little improvement.
However, your Directors are working constantly towards a better future
and by optimum utilization of resources at their disposal, have been
able to make a remarkable improvement, both in top line as well as
bottom line. The efforts and commitments of the management have also
been demonstrated as is evident from the improved financials of the
Company and acceptance of its products in the market. Having
experienced the stiff competition in the market for electronic products
under the prevailing constraints, the Company has been very cautiously
selecting and adjusting its product basket with the objective to
achieve improved optimum rotation of available finances and to ensure
optimum profitability. With the more widely acceptable products having
increased demand, your Directors are confident that with the available
infrastructure and resources including brand, which had enjoyed its
reputation for more than two decades, the Company shall revive its
operations and re-gain the glory of its brand at the earliest. The
Company is also making all its efforts to enter into manufacturing and
trading of further innovative products having demand in the market and
has accordingly, entered into products such as CCTV Cameras, Digital
Video Recorders (DVR) as well and its accessories etc.
Your Company''s performance during the year as compared to the last year
is as under:
FINANCIAL RESULTS AND PERFOMANCE
We give below the financial highlights for the year under review :-
(RS. IN LACS)
PARTICULARS Current
Year Previous
Year
Turnover & Other Income/Income
from Operations (Job work) 2145.88 1,314.82
Profit/(Loss) before
Depreciation, Interest/Financial
Charges and Tax 374.62 288.03
Depreciation 69.13 65.69
Interest and Financial Charges 0.00 0.00
Profit/(Loss) before
Extra-ordinary Items 305.49 222.35
Extra Ordinary Items Written Off 8.81 1.76
Profit/(Loss) after Extra-ordinary
Items, but before Income Tax 296.68 220.59
Income Tax Adjustments 0.53 1.64
Profit/(Loss) after Tax 296.15 218.95
Surplus brought forward (3,980.83) (4,199.78)
Balance in Profit & Loss A/c (3,684.68) (3,980.83)
Despite of all the constraints including non-adequate working capital
and inability of the Company in raising fresh funds because of sickness
of the Company in the recent past, the Company and its Directors have
made all attempts and efforts to optimally utilize all the resources
available at their disposal and the net worth of the Company has shown
remarkable improvement resulting into reduction of accumulated losses.
Your management is pleased to note that the revenue of the Company has
increased by 63% whereas the net profit has increased by more than 35%
as compared to the last year with the same resources.
Your management is confident that during the current year, the working
capital fund requirement of the Company shall also be slowly met by
arranging fresh funds for which the Directors of the Company are making
all their efforts and with the strength of its products, quality,
marketing and other infrastructure facilities, the Company is confident
that it will once again move forward. With this commitment to the
investors, work force and society at large, the management reassures
you that your directors are putting all their efforts to arrange the
working capital, which may take some time in view of the past history
of the Company. But, they are confident about the potential of the
Company and express their gratitude for the confidence reposed by the
investors and all other stake holders.
DIVIDEND
Considering the results of the Company and in view of the accumulated
losses together with the huge requirement of working capital, the Board
has not recommended dividend on shares.
ADDITIONAL INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information in respect of conservation of energy, technology absorption
etc. required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is annexed.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company''s Articles of Association, Shri Satish Chand, Director of the
Company is retiring by rotation at the forthcoming Annual General
Meeting and being eligible, offer himself for re-appointment. The Board
recommends his re-appointment.
FIXED DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of the Companies (Acceptance of Deposit) Rules,
1975, during the last financial year.
SUBSIDIARY COMPANY
The Company had incorporated a Wholly Owned Subsidiary by the name of
VSOFT GLOBAL INC. at #107, 451 Village Green BLVD, ANN ARBOR, MI-48105
USA, with a total subscribed and paid-up capital of 1500 Capital Stocks
held by your Company. Despite of all efforts by the management and
Directors of the Company, the necessary documents and details including
financials of the said subsidiary could not be obtained from the sole
person who was looking after the affairs in USA. The said person is now
untraceable and due to the limited resources of the Company, the huge
expenditure which may be required to incur in finding the said person
has become burdensome considering the small investment and prevailing
financial constraints of the Company. The Company had sought
appropriate relief from the Hon''ble BIFR from penal provisions as
applicable in the case and the Hon''ble BIFR has directed to approach
the concerned authorities for the same.
AUDITORS
The Auditors of the Company M/s. O. P. Bagla & Company, Chartered
Accountants, New Delhi, retire on the conclusion of the ensuing Annual
General Meeting in terms of the provisions of the Companies Act, 1956
and have offered themselves for re-appointment. The Company has
received a certificate from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits
specified under Section 224 (1B) of the Companies Act, 1956.
AUDITORS'' REPORT
The Auditors'' Report to the members together with Accounts for the year
ended on 31st March 2013 and Notes thereon is attached, which are
self-explanatory.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Auditors Report which needs any
comments on the part of the Directors. The queries raised by the
Auditors have been explained to the satisfaction of the Auditors and
hence no comments are made under this para. The auditors report is self
explanatory.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
L While preparing Annual Accounts, the applicable accounting standards
have been followed.
L The Company had selected such accounting policies and applied them
consistently and made judgements that are reasonable and prudent which
gives true and fair view of affairs of the Company. L The Company had
taken proper & sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and irregularities. L The Company had prepared accounts on a
going concern basis.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 does not form
part of this Report. No employee of your Company is covered as per
provisions contained u/s 217(2A) of the Companies Act, 1956 in this
regard.
LISTING FEES
The Equity Shares of the Company continue to be listed at the Stock
Exchange(s) of Bombay and Calcutta, and as on the date of signing of
this report, the listing fees for Calcutta Stock Exchange is yet to be
paid. Further that in terms of the Revival Scheme of the Company as
sanctioned by the Hon''ble BIFR vide its order dated 02.06.2009, it was
directed to the Delhi Stock Exchange (DSE) to de-list the equity
capital of the Company from DSE and the necessary intimation has been
made to DSE.
ACKNOWLEDGMENTS
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity. Your Directors are also pleased to place on
record their appreciation for the excellent support received from
Dealers, Business Associates and Customers by promoting and patronizing
the products of the Company.
By order of the Board
For VINTRON INFORMATICS LIMITED
Sd/-
Place: F-90/1A, Okhla
Industrial Area Phase-I,
New Delhi-110020 (RAJ KUMAR GUPTA)
Date: 24/07/2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Twenty First Annual
Report together with Audited Accounts of the Company for the year ended
on 31st March 2012.
BUSINESS PHILOSOPHY
Your Company and its management has always been cautious of its brand
and corporate image apart from its corporate social responsibility.
Even within the limitation of having limited resources and
infrastructure available at its disposal, the management of the Company
has worked out a product basket and is consistently improving upon the
same, so as to ensure that the products of the Company command its
respect in terms of quality, service and acceptability apart from
giving maximum return on investment thereby multiplying the investors
fund. After sanction of the revival scheme from the Hon'ble BIFR, the
Company has been consistently making its efforts to re-establish its
brand and product in the market and with the emphasis on the quality
and service, the Company shall be in a position to re-establish itself
very shortly. The Company has always endeavoured to provide innovative
products with quality and the said approach of the management of your
Company stands more strengthened.
OUTLOOK
Although the financial Year 2011-2012 has been difficult and
challenging for your Company because of various factors including
amongst others, financial constraints, sickness of the Company during
the immediate past, discontinuation of its products and presence in the
users market and complete re-organization of the organizational
structure. The same was also a challenging year as the Company was to
ensure that on the one hand, it does not incur any loss despite of the
acute shortage of working capital fund whereas on the other hand, it
had to re-introduce itself in the market with new energy and strength.
Your Company has made all its efforts to optimally utilize all the
resources available at its disposal and achieve the maximum targeted
result. The circumstances prevailing with the Company during the
previous years have almost continued with little improvement. However,
your Directors are working constantly towards a better future which has
started showing the favourable results as well as is evident from the
improved financials of the Company and acceptance of its products in
the market. Having experienced the stiff competition in the market for
electronic products, the Company has been very cautiously selecting its
product basket with the objective to achieve improved optimum rotation
of available finances and to ensure optimum profitability. With the
more widely acceptable products having increased demand, your Directors
are confident that with the infrastructure available with the Company
and brand influence in the market having enjoyed for more than two
decades, the Company shall revive its operations and re-gain the glory
of its brand at the earliest. The Company is also making all its
efforts to enter into manufacturing and trading of further innovative
products having demand in the market and has accordingly, entered into
products such as CCTV Cameras, Digital Video Recorders (DVR) as well
and its accessories etc.
Your Company's performance during the year as compared to the last year
is as under:
FINANCIAL RESULTS AND PERFOMANCE
We give below the financial highlights for the year under review :-
(RS. IN LACS)
PARTICULARS Current Year Previous Year
Turnover & Other Income/Income from
Operations (Job work) 1,314.82 602.64
Profit/(Loss) before Depreciation,
Interest/Financial Charges and Tax 288.03 197.83
Depreciation 65.69 67.69
Interest and Financial Charges 0.00 0.00
Profit/(Loss) before Extra-ordinary Items 222.35 130.14
Extra Ordinary Items Written Off 1.76 12.98
Profit/(Loss) after Extra-ordinary Items,
but before Income Tax 220.59 117.16
Income Tax Adjustments 1.64 0.00
Profit/(Loss) after Tax 218.95 117.16
Surplus brought forward (4,199.78) (4,316.94)
Balance in Profit & Loss A/c (3,980.83) (4,199.78)
The Company commenced implementation of the Sanctioned Revival Scheme
from July 2009. However, due to the acute shortage of working capital
fund, the performance of the Company was under constraint. Despite of
all the constraints, the Company and its Directors have made all
attempts and efforts to optimally utilize all the resources available
at their disposal and the net worth of the Company has shown remarkable
improvement resulting into reduction of accumulated losses. Your
management is pleased to note that the revenue of the Company has been
more than doubled whereas the net profit has also been almost double as
compared to the last year.
Your management is confident that during the current year, the working
capital fund requirement of the Company shall also be slowly met by
arranging fresh funds for which the Directors of the Company are making
all their efforts and with the strength of its products, quality,
marketing and other infrastructure facilities, the Company is confident
that it will once again move forward. With this commitment to the
investors, work force and society at large, the management reassures
you that your directors are putting all their efforts to arrange the
working capital, which may take some time in view of the past history
of the Company. But, they are confident about the potential of the
Company and express their gratitude for the confidence reposed by the
investors and all other stake holders.
DIVIDEND
Considering the results of the Company and in view of the accumulated
losses together with the huge requirement of working capital, the Board
has not recommended dividend on shares.
ADDITIONAL INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information in respect of conservation of energy, technology absorption
etc. required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is annexed.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Shri Jagdish Singh Dalal, Director
of the Company is retiring by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for re-appointment.
The Board recommends his re-appointment. Shri Shiv Kumar Singhania,
Director of the Company tendered his resignation from the office with
effect from 30th day of January 2012 due to his pre-occupation and the
same was accepted accordingly.
FIXED DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of the Companies (Acceptance of Deposit) Rules,
1975, during the last financial year.
SUBSIDIARY COMPANY
The Company had incorporated a Wholly Owned Subsidiary by the name of
VSOFT GLOBAL INC. at #107, 451 Village Green BLVD, ANN ARBOR, MI-48105
USA, with a total subscribed and paid-up capital of 1500 Capital Stocks
held by your Company. Despite of all efforts by the management and
Directors of the Company, the necessary documents and details including
financials of the said subsidiary could not be obtained from the sole
person who was looking after the affairs in USA. The said person is now
untraceable and due to the limited resources of the Company, the huge
expenditure which may be required to incur in finding the said person
has become burdensome considering the small investment and prevailing
financial constraints of the Company. The Company had sought
appropriate relief from the Hon'ble BIFR from penal provisions as
applicable in the case and the Hon'ble BIFR has directed to approach
the concerned authorities for the same.
AUDITORS
The Auditors of the Company M/s. O. P. Bagla & Company, Chartered
Accountants, New Delhi, retire on the conclusion of the ensuing Annual
General Meeting in terms of the provisions of the Companies Act, 1956
and have offered themselves for re-appointment. The Company has
received a certificate from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits
specified under Section 224 (1B) of the Companies Act, 1956.
AUDITORS' REPORT
The Auditors' Report to the members together with Accounts for the year
ended on 31st March 2012 and Notes thereon is attached, which are
self-explanatory.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Auditors Report which needs any
comments on the part of the Directors. The queries raised by the
Auditors have been explained to the satisfaction of the Auditors and
hence no comments are made under this para. The auditors report is self
explanatory.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
- While preparing Annual Accounts, the applicable accounting standards
have been followed.
- The Company had selected such accounting policies and applied them
consistently and made judgements that are reasonable and prudent which
gives true and fair view of affairs of the Company.
- The Company had taken proper & sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and irregularities.
- The Company had prepared accounts on a going concern basis.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 does not form
part of this Report. No employee of your Company is covered as per
provisions contained u/s 217(2A) of the Companies Act, 1956 in this
regard.
LISTING FEES
The Equity Shares of the Company continue to be listed at the Stock
Exchange(s) of Bombay and Calcutta, and as on the date of signing of
this report, the listing fees for both the Stock Exchanges are yet to
be paid. Further that in terms of the Revival Scheme of the Company as
sanctioned by the Hon'ble BIFR vide its order dated 02.06.2009, it was
directed to the Delhi Stock Exchange (DSE) to de-list the equity
capital of the Company from DSE and the necessary intimation has been
made to DSE.
ACKNOWLEDGMENTS
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity.
Your Directors are also pleased to place on record their appreciation
for the excellent support received from Dealers, Business Associates
and Customers by promoting and patronizing the products of the Company.
By order of the Board
For VINTRON INFORMATICS LIMITED
Sd/-
Place: F-90/1A, Okhla Industrial
Area Phase-I, New Delhi-110020 (RAJ KUMAR GUPTA)
Date: 29/05/2012 Chairman & Managing Director
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting the Twentieth Annual Report
together with Audited Accounts of the Company for the year ended on
31st March 2011.
BUSINESS PHILOSOPHY
As informed to the members in previous reports, the Company was
declared as a Sick Industrial Company by the Hon'ble BIFR vide its
order dated 01.02.2007 on the basis of audited financial results for
the year ended 31.03.2003 under the case reference No. 257/2003 &
309/2004. During the Financial year 2009-2010, the Hon'ble BIFR vide
its order dated 02.06.2009, sanctioned the revival scheme of the
Company for its revival and rehabilitation with the reliefs as sought
by the Company, and the same are under implementation. Your Directors
have pleasure in informing you that based on the financial results of
the Company for the financial year ended 31.03.2010, the networth of
the Company became positive and on representation of the Company for
de-registration, the Hon'ble BIFR was pleased to declare the Company
out of the purview of BIFR declaring that the Company is ceased to be a
Sick Industrial Undertaking u/s 3(I)(o) of the Act. However, the
Hon'ble BIFR has further directed that Un-implemented provision of
Sanctioned Scheme dated 02.06.2009 for the un-expired period of the
said Scheme, would be implemented by the concerned agencies and their
implementation would be monitored by the Monitoring Agency. Your
Directors have a strong faith in the business prospect, products,
market acceptability and competitiveness of the Company in terms of
technology, price and quality of its products.
OUTLOOK
Financial Year 2010-2011 has been difficult and challenging year for
your Company because of various factors as this was the first year of
implementation of the sanctioned revival scheme. The same was also a
challenging year as the Company was to ensure that it does not incur
any further losses despite of the acute shortage of working capital
fund. Your Company has made all its efforts to optimally utilize all
the resources available and achieve the maximum result. The
circumstances prevailing with the Company during the previous years
have almost continued to be dominant during the year under review as
well. But, your Directors are working constantly towards a better
future which has started showing the favourable result also as is
evident from the fact that in the first year of implementation of the
scheme, the networth of the Company has turned positive. The Company
has already settled all the outside secured creditors from the finances
arranged by the directors and their associates. With the existing trend
of increasing penetration and growing demand of Personal
Computers/Laptops, Computer Peripherals, Electronic Media Devices and
their accessories, your Directors are confident that with the
infrastructure available with the Company and brand influence over the
market, the Company shall take no time to revive its operations and
re-gain the glory of its brand from current year onwards. The Company
is also making all its efforts to enter into manufacturing and trading
of innovative products in contemporary demand and has accordingly,
re-structured its product basket by including new products such as CCTV
Cameras, Digital Video Recorders (DVR) and its accessories etc. Wth a
close and vigilant eye on the market and its demand, your Directors are
making all their efforts to maintain the Company's competitiveness in
terms of product and its acceptability.
Your Company's performance during the year as compared to the last year
is as under :
FINANCIAL RESULTS AND PERFOMANCE
We give below the financial highlights for the year under review :-
(RS. IN LACS)
PARTICULARS Current Year Previous Year
Turnover & Other Income/Income 602.64 998.33
from Operations (Job work)
Profit/(Loss) before Depreciation, 197.83 384.00
Interest/Financial Charges and Tax
Depreciation 67.69 68.81
Interest and Financial Charges 0.0 0.60
Profit/(Loss) before Extra-ordinary 130.14 314.59
Items
Extra Ordinary Items Written Off 12.98 0.00
Profit/(Loss) after Extra-ordinary 117.16 314.59
Items, but before Income Tax
Income Tax Adjustments 0.00 1.65
Profit/(Loss) after Tax 117.16 312.94
Surplus brought forward (4,316.94) (4,629.87)
Balance in Profit & Loss A/c (4,199.78) (4,316.94)
The Company commenced implementation of the Sanctioned Revival Scheme
from July 2009. However, due to the acute shortage of working capital
fund, the performance of the Company was constraint. Despite of all the
constraints, the Company and its Directors have made all its attempts
and efforts to optimally utilize all the resources available at their
disposal and the net worth of the Company has remained positive during
the year under review and the accumulated losses of the Company has
reduced.
Your management is confident that during the current year, the working
capital fund requirement of the Company shall also be slowly met by
arranging fresh funds for which the Directors of the Company are making
all their efforts and with the strength of its products, quality,
marketing and other infrastructure facilities, the Company is confident
that it will once again move forward. With this commitment to the
investors, work force and society at large, the management reassures
you that your directors are putting all their efforts to arrange the
working capital, which may take some time in view of the past history
of the Company. But, they are confident about the potential of the
Company and express their gratitude for the confidence reposed by the
investors and all concerned in it.
DIVIDEND
Considering the results of the Company and inadequacy of Profits, the
Board has not recommended dividend on shares.
INDUSTRY STRUCTURE AND DEVELOPMENT
Even though, IDC forecasts a substantial growth in India in PC / Laptop
market but due to severe competition and erosion in selling prices,
there has been no growth in value and profitability terms. With the
introduction of low range Laptops in the market, even a sizeable
segment of computer users have been shifting their choice to Laptops
instead of Personal Computers. However, the loss of high segment
consumers are well adjusted by the growing awareness, increased
penetration and demand of Personal Computers in rural and semi-urban
market, which has a vast potential and appetite ensuring the growing
demand of Personal Computers in time to come. Considering the changing
trend and product demand, the Company has also entered into
manufacturing and trading of other products, which has huge demand in
the contemporary market. The management is also keeping a vigilant
approach as regards the changes in the market with respect to demands
of various products in the industry and is all determined to adapt to
the changing demand considering its infrastructure.
OUTLOOK ON THREATS, RISKS AND CONCERNS
The Company has an integrated approach to managing the risks inherent
in various aspects of its business. As a part of this approach, the
Board of Directors (BoD) is responsible for monitoring risk levels on
various parameters, and the Board of Directors supported by
professionals in various fields is responsible for ensuring
implementation of mitigation measures, if required. The Audit Committee
provides the overall direction on the risk management policies.
The over all economic environments will have a strong bearing on how
things shape in the coming years. Falling prices of the Personal
Computers and its peripherals with the introduction of low priced
Laptops are potential risks. The over all industrial and business
sentiment is showing a positive response and direction. Your Company
has also plans of introducing high quality technically advanced gadgets
in the Company's product basket once it meets the working capital
requirement to start its operations in full capacity, which will
expedite its revival scheme. Your Company, however, is confident that
with the launch of high quality, competitively priced products, we will
be able to expand our market share. In addition to the Personal
Computers and related accessories, your Company has also ventured into
Security and Surveillance products and its accessories during the
current year and your Directors have pleasure in informing you that the
products of the Company are gaining appreciation in the market
indicating to a vast potential.
SEGMENT WISE PERFORMANCE
The Company has been operating in the electronic industry and dealing &
manufacturing only Personal Computers and computer peripherals till
recently when the Company added Security & Surveillance products in its
product basket. The Company's products are mainly electronic and
therefore there is a single segment of operation. In view of the same,
segment wise reporting is not required.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Internal Control Systems of the Company are designed to provide
adequate assurance on the efficiency of the operation and security of
its assets, and the Company is committed to high standards in this
regard. The accounting records are adequate for preparation of
financial statements and other financial information. The adequacy and
effectiveness of the Internal Control as well as compliance with laid
down systems and policies are comprehensively monitored by your
Company's Internal Auditors. The Audit Committee of the Board, which
meets regularly, actively reviews Internal Control Systems as well as
financial disclosures.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company continues to have excellent employee relations. Your
Directors acknowledge and thank the employees for their continuous
support. The Company has strong commitments to follow the best of the
HR practices and believes in up-lifting the overall competence of its
employees through regular training, workshops and seminars.
The total number of employees and workforce at the end of the year was
121 as against 98 employees including permanent and irregular work
force at the end of the previous year.
ADDITIONAL INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information in respect of conservation of energy, technology absorption
etc. required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is annexed.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company's Articles of Association, Shri Shiv Kumar Singhania, Director
of the Company is retiring by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment.
FIXED DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of the Companies (Acceptance of Deposit) Rules,
1975, during the last financial year.
SUBSIDIARY COMPANY
The Company holds a Wholly Owned Subsidiary by the name of VSOFT GLOBAL
INC. at #107, 451 Village Green BLVD, ANN ARBOR, MI-48105 USA, with a
total subscribed and paid-up capital of 1500 Capital Stocks held by
your Company. Despite of all efforts by the management and Directors
of the Company, the necessary documents and details including
financials of the said subsidiary could not be obtained from the sole
person who was looking after the affairs in USA. The said person is now
untraceable and due to the limited resources of the Company, the huge
expenditure which may be required to incur in finding the said person
has become burdensome considering the small investment. The Company had
sought appropriate relief from the Hon'ble BIFR from penal provisions
as applicable in the case and the Hon'ble BIFR has directed to approach
the concerned authorities for the same.
AUDITORS
The Auditors of the Company M/s. O. P. Bagla & Company, Chartered
Accountants, New Delhi, retire on the conclusion of the ensuing Annual
General Meeting in terms of the provisions of the Companies Act, 1956
and have offered themselves for re-appointment. The Company has
received a certificate from the Auditors to the effect that their
re-appointment, if made, would be within the prescribed limits
specified under Section 224 (1B) of the Companies Act, 1956.
AUDITORS' REPORT
The Auditors' Report to the members together with Accounts for the year
ended on 31st March 2011 and Notes thereon is attached, which are
self-explanatory.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Auditors Report which needs any
comments on the part of the Directors. The queries raised by the
Auditors have been explained to the satisfaction of the Auditors and
hence no comments are made under this para. The auditors report is self
explanatory.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
- While preparing Annual Accounts, the applicable accounting standards
have been followed.
- The Company had selected such accounting policies and applied them
consistently and made judgements that are reasonable and prudent which
gives true and fair view of affairs of the Company.
- The Company had taken proper & sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and irregularities.
- The Company had prepared accounts on a going concern basis.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 does not form
part of this Report. No employee of your Company is covered as per
provisions contained u/s 217(2A) of the Companies Act 1956 in this
regard.
LISTING FEES
The Equity Shares of the Company continue to be listed at the Stock
Exchange(s) of Bombay and Calcutta, and as on the date of signing of
this report, the listing fees for both the Stock Exchanges has been
paid. Further that in terms of the Revival Scheme of the Company as
sanctioned by the Hon'ble BIFR vide its order dated 02.06.2009, it was
directed to the Delhi Stock Exchange (DSE) to de-list the equity
capital of the Company from DSE and the necessary intimation has been
made to DSE.
ACKNOWLEDGMENTS
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity.
Your Directors are also pleased to place on record their appreciation
for the excellent support received from Dealers, Business Associates
and Customers by promoting and patronizing the products of the Company.
By order of the Board
For VINTRON INFORMATICS LIMITED
Sd/-
(RAJ KUMAR GUPTA)
Chairman & Managing Director
Place: F-90/1A, Okhla Industrial
Area Phase-I, New Delhi-110020
Date:27/05/2011
Mar 31, 2010
We give below the financial highlights for the year under review :-
(RS. IN LACS)
PARTICULARS Current Year Previous Year
Turnover & Other Income/Income
from Operations (Job work) 998.33 305.74
Profit/(Loss) before Depreciation,
Interest/Financial Charges and Tax 384.00 19.07
Depreciation 68.81 69.79
Interest and Financial Charges 0.60 19.60
Profit/(Loss) before Extra-ordinary Items 314.59 (70.32)
Extra Ordinary Items Written Off 0.00 0.00
Profit/(Loss) after Extra-ordinary Items,
but before Income Tax 314.59 (70.32)
Income Tax Adjustments 1.65 (0.21)
Profit/(Loss) after Tax 312.94 (70.53)
Surplus brought forward (4,629.87) (4,559.34)
Balance in Profit & Loss A/c (4,316.94) (4,629.87)
During the financial year under review, the Company commenced
implementation of the Sanctioned Revival Scheme from July 2009,
however, due to the acute shortage of working capital fund, the
performance of the Company was restrained. Despite of all the
constraints, the Company has made all its attempts and efforts to
optimally utilize all the resources available at its disposals and the
net worth of the Company has turned positive during the year under
review.
Your management is confident that from the current year onwards, the
working capital fund requirement shall also be slowly met by arranging
fresh funds and with the strength of its products, quality, marketing
and other infrastructure facilities, the Company will once again move
forward in a positive direction. With this commitment to the investors,
work force and society at large, the management reassures you that your
directors are putting all their efforts to arrange the working capital,
which may take some time in view of the past history of the Company.
But, they are confident about the potential of the Company and express
its gratitude for the confidence reposed by the investors and all
concerned in it.
DIVIDEND
Considering the results of the Company and inadequecy of profits, the
Board has not recommended dividend on shares.
INDUSTRY STRUCTURE AND DEVELOPMENT
Even though, IDC forecasts a substantial growth in India in PC / Laptop
market but due to severe competition and erosion in selling prices,
there has been no growth in value and profitability terms. With the
introduction of low range Laptops in the market, even a sizeable
segment of computer users have been shifting their choice to Laptops
instead of Personal Computers. However, the loss of high segment
consumers are well adjusted by the growing awareness, increased
penetration and demand of Personal Computers in rural and semi-urban
market, which has a vast potential and appetite ensuring the growing
demand of Personal Computers in time to come.
OUTLOOK ON THREATS, RISKS AND CONCERNS
The Company has an integrated approach to managing the risks inherent
in various aspects of its business. As a part of this approach, the
Board of Directors (BoD) is responsible for monitoring risk levels on
various parameters, and the Board of Directors supported by
professionals in various fields is responsible for ensuring
implementation of mitigation measures, if required. The Audit Committee
provides the overall direction on the risk management policies.
The over all economic environments will have a strong bearing on how
things shape in the coming years. Falling prices of the Personal
Computers and its peripherals with the introduction of low priced
Laptops are potential risks. The over all Industrial and Business
sentiment is showing a positive response and direction. Your Company
has also plans of introducing high quality technically advanced gadgets
in the Companys product basket once it meets the working capital
requirement to starts its operations in full capacity, which will
expedite its revival scheme. Your Company, however, is confident that
with the launch of high quality, competitively priced products, we will
be able to expand our market share. In addition to the Personal
Computers and related accessories, your Company is also venturing into
other Electronic Media Devices slowly and gradually and your Directors
have pleasure in informing you that the products of the Company are
gaining appreciation in the market indicating to a vast potential.
SEGMENT WISE PERFORMANCE
The Company has been operating in the electronic industry and dealing &
manufacturing only Personal Computers and computer peripherals. The
Companys products are only related to computer hardware and Electronic
Media Devices and therefore there are single segment of operation. In
view of the same, segment wise reporting is not required.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Internal Control Systems of the Company are designed to provide
adequate assurance on the efficiency of the operation and security of
its assets, and the Company is committed to high standards in this
regard. The accounting records are adequate for preparation of
financial statements and other financial information. The adequacy and
effectiveness of the Internal Control as well as compliance with laid
down systems and policies are comprehensively monitored by your
Companys Internal Auditors. The Audit Committee of the Board, which
meets regularly, actively reviews Internal Control Systems as well as
financial disclosures.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company continues to have excellent employee relations. Your
Directors acknowledge and thank the employees for their continuous
support. The Company has strong commitments to follow the best of the
HR practices and believes in up-lifting the over all competence of its
employees through regular training, workshops and seminars.
The total number of employees and workforce at the end of the year was
98 as against 93 employees including permanent and irregular work force
at the end of the previous year.
ADDITIONAL INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information in respect of conservation of energy, technology absorption
etc. required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 is annexed.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Companys Articles of Association, Shri Satish Chand, Director of the
Company is retiring by rotation at the forthcoming Annual General
Meeting and being eligible, offer himself for re-appointment. The Board
recommends his re-appointment.
FIXED DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of the Companies (Acceptance of Deposit) Rules,
1975, during the last financial year.
SUBSIDIARY COMPANY
The Company holds a Wholly Owned Subsidiary by the name of VSOFT GLOBAL
INC. at #107, 451 Village Green BLVD, ANN ARBOR, MI-48105 USA, with a
total subscribed and paid-up capital of 1500 Capital Stocks held by
your Company. The Company have been making its all efforts to get the
necessary documents and details including financials from the sole
person who was looking after the affairs in USA. However, there has
been no results and therefore, the Company has sought appropriate
relief penal provisions as applicable in the case and the Honble BIFR
was pleased to grant the necessary relief.
AUDITORS
The Auditors of the Company M/s. O. P. Bagla & Company, Chartered
Accountants, New Delhi, retire on the conclusion of the ensuing Annual
General Meeting in terms of the provisions of The Companies Act, 1956
and have offered themselves for re-appointment. The Company has
received a certificate from the Auditors to the effect that their re-
appointment, if made, would be within the prescribed limits specified
under Section 224 (1B) of the Companies Act, 1956.
AUDITORS REPORT
The Auditors Report to the members together with Accounts for the year
ended on 31st March 2010 and Notes thereon is attached, which are
self-explanatory.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Auditors Report which needs any
comments on the part of the Directors. The queries raised by the
Auditors have been explained to the satisfaction of the Auditors and
hence no comments are made under this para. The auditors report is self
explanatory.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state that:
! While preparing Annual Accounts, the applicable accounting standards
have been followed.
The Company had selected such accounting policies and applied them
consistently and made judgements that are reasonable and prudent which
gives true and fair view of affairs of the Company. The Company had
taken proper & sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and irregularities. The Company had prepared accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 does not form
part of this Report. No employee of your Company is covered as per
provisions contained u/s 217(2A) of the Companies Act 1956 in this
regard.
LISTING FEES
The Equity Shares of the Company continue to be listed at the Stock
Exchange(s) of Bombay and Calcutta, and as on the date of signing of
this report, the listing fees for both the Stock Exchanges has been
paid. Further that in terms of the Revival Scheme of the Company as
sanctioned by the Honble BIFR vide its order dated 02.06.2009, it was
directed to the Delhi Stock Exchange (DSE) to de-list the equity
capital of the Company from DSE and the necessary intimation has been
made to DSE.
ACKNOWLEDGMENTS
The Board appreciates the efforts put in by all employees for their
commitment, and dedication to fulfil their corporate duties with
diligence and integrity.
Your Directors are also pleased to place on record their appreciation
for the excellent support received from Dealers, Business Associates
and Customers by promoting and patronizing the products of the Company.
By order of the Board
For VINTRON INFORMATICS LIMITED
Sd/-
(RAJ KUMAR GUPTA)
Chairman & Managing Director
Place: F-90/1A, Okhla Indl. Area Phase-I, New Delhi-110020
Date : 28/05/2010
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