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Directors Report of Vintron Informatics Ltd.

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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