Your Directors have pleasure in presenting the 31st Annual Report together with AuditedFinancial Statements which includes Balance Sheet Profit & Loss Account and Cash FlowStatement of the Company for the year ended on 31st March 2022. BUSINESS AFFAIRS &PHILOSOPHY
Your Company and its management has always been cautious of its brand and corporateimage apart from its corporate social responsibility. Even within the limitation of havinglimited resources and infrastructure available at its disposal the management of theCompany has worked out product basket considering the strength of the Company and marketacceptability and is consistently improving upon the same so as to ensure that theproducts of the Company command its respect and demand in the market in terms of qualityservice acceptability competitiveness etc. apart from giving maximum return oninvestment thereby multiplying the investors fund. The Company has been consistentlymaking its efforts to re-establish its brand and product in the market. With emphasis onquality competitiveness and service the Company and its management is confident toitself on the rapid growth path very shortly. The Company has always endeavoured toprovide innovative products with quality and the said approach of the management of yourCompany stands more strengthened by every passing moment.
TRANSFER TO RESERVES
No amount has been transferred to general reserves during the year under review.
Considering the results of the Company and in view of the accumulated losses togetherwith the huge requirement of working capital the Board has not recommended dividend onshares.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company continues to have excellent employee relations. Your Directors acknowledgeand thank the employees for their continuous support. The Company has strong commitmentsto follow the best of the HR practices and believes in up-lifting the overall competenceof its employees through regular training workshops and seminars. The total number ofemployees and workforce at the end of the year was 60 as against 81 employees includingpermanent and irregular work force at the end of the previous year. CONSERVATION OFENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO Information in respectof conservation of energy technology absorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is annexed herewith as Annexure-1
The Company has neither invited nor accepted any deposits from public within themeaning of the Companies (Acceptance of Deposit) Rules 2014 during the last financialyear.
The Company does not have any subsidiary.
CHANGES IN THE COMPOSITION OF BOARD
Mr. Mohan Yadav was appointed as an Additional Director with effect from 13-08-2021 andwas designated as Whole Time Director of the Company to fill the casual vacancy after thesudden death of Mr. Raj Kumar Gupta the Whole Time Director and main promoter of theCompany Further there is no change in composition of board of directors of the companytill date of signing of this report.
In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. Mohan Yadav Director of the Company is retiring by rotation at theforthcoming Annual General Meeting and being eligible offer himself for re-appointment.The Board recommends his re-appointment. Consequent upon re-appointment he will continueto be the Whole Time Director of the Company for the remaining period of his appointment.
Brief resume of the above Director proposed to be appointed / re-appointed nature ofhis expertise in specific functional areas as stipulated under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges aregiven in the notes to the Notice convening the Annual General Meeting.
EVALUATION OF THE BOARDS PERFORMANCE
In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the performance evaluation of the Board wascarried out during the year under review. The Board adopted a formal mechanism forevaluating its performance and as well as that of its Committees and individual Directorsincluding the Chairman of the Board based on the criteria laid down by Nomination andRemuneration Committee which includes attendance contribution at the meetings andotherwise independent judgement safeguarding of minority shareholders interestadherence to Code of Conduct and business ethics monitoring of regulatory compliancerisk management and review of internal control system etc.
DECLARATION UNDER SECTION 149 (7) OF THE COMPANIES ACT 2013
The Board hereby declares that Mrs. Rupam Chaudhary and Miss Kirti Gupta are theIndependent Directors on the Board of Directors of the Company and they in the opinion ofthe 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 theCompany its holding subsidiary or associate Company.
The aforesaid independent Directors neither directly nor through any of theirrelatives has any pecuniary relationship with the Company its holding subsidiary orassociate Company or their promoters or directors during two immediately financial yearsor during the current financial year.
All the Independent Directors have given Declarations that they meet the criteria ofIndependence as laid down under section 149(6) of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT 2015
On the basis of the discussions with the Statutory Auditors / Internal Auditors of theCompany from time to time and as required under Section 134(3)(c) of the Companies Act2013 your Directors state that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Pursuant to the provisions of Section 139 (2) of the Companies Act 2013 read withIllustration-II under Rule 6 of the Companies (Audit and Auditors) Rules 2014 the termof M/s. APAS & Co. LLP Chartered Accountants (Firm Registration No. 000340C) NewDelhi as the Statutory Auditors of the Company expires at the conclusion of the ensuingAnnual General Meeting.
The Board of Directors of the Company at their meeting held on 12th August 2022 onthe recommendation of the Audit Committee have made its recommendation for appointment ofM/s. O P Bagla & Co. LLP Chartered Accountants (Firm Registration No.000018N/N500091) as the Statutory Auditors of the Company by the Members at the 31stAnnual General Meeting of the Company for an initial term of 5 years. Accordingly aresolution proposing appointment of M/s. O P Bagla & Co. LLP Chartered Accountants(Firm Registration No. 000018N/N500091) as the Statutory Auditors of the Company for aterm of five consecutive years i. e. from the conclusion of 31st Annual General Meetingtill the conclusion of 36th Annual General Meeting of the Company pursuant to Section 139of the Companies Act 2013 forms part of the Notice of the 31st Annual General Meeting ofthe Company. The Company has received their written consent and a certificate that theysatisfy the criteria provided under Section 141 of the Act and that the appointment ifmade shall be in accordance with the applicable provisions of the Act and rules framedthereunder. The Report given by M/s. APAS & Co. LLP Chartered Accountants (FirmRegistration No. 000340C) Statutory Auditors on the financial statement of the Companyfor the year 2021-22 is part of the Annual Report. There has been no qualificationreservation or adverse remark or disclaimer in their Report.
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 hasbeen carried out by M/s. Mahesh Gupta & Company Practicing Company Secretary and hisreport is annexed as Annexure-2.
The Board of Directors of your Company has re-appointed M/s. S. Agarwal & CompanyChartered Accountants New Delhi (Firm Registration No. 000808N) as Internal Auditorspursuant to the provisions of Section 138 of the Companies Act 2013 for the financialyear 2022-2023.
STATUTORY AUDITORS REPORT
The Independent Statutory Auditors' Report to the members together with Accounts forthe year ended on 31st March 2022 and Notes thereon is attached which areself-explanatory.
SECRETARATIAL AUDITORS REPORT
Pursuant to the provisions of the Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 the Company appointed Mr. Mahesh Kumar GuptaProprietor of M/s. Mahesh Gupta & Company Practicing Company Secretary in whole timepractice to undertake the secretarial audit of the Company for the financial year ended on31st March 2022.
DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Statutory Auditors' Report which needs anycomments on the part of Board of Directors. The queries raised by the Statutory Auditorshave been explained to the satisfaction of the Statutory Auditors. The Statutory Auditors'Report is self explanatory.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of 134 and 197(12) of the Companies Act2013 read with Rule 5(1) the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 regarding employees is given in Annexure-3. Further that Rule 5(2)and 5(3) are not applicable to the Company.
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 issuedby the Ministry of Corporate Affairs. As per the Financial Statements attached hereto thecontents 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 concernsabout unethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorsand Employees who avail the mechanism. In exceptional cases Directors and Employees havedirect access to the Chairman of the Audit Committee of the Board. The whistle blowerpolicy is available at the Company's website http://vintroninformatic.com/wp-content/uploads/2016/09/Whistle-Blower-Policy Final.pdfNOMINATION AND REMUNERATION POLICY
The Company follows a policy on nomination and remuneration of Directors and SeniorManagement Employees. The policy is approved by the Nomination and Remuneration Committeeof the Board. More details in this respect are prescribed in the Corporate GovernanceReport.
A separate report of the Board of Directors of the Company on Corporate Governance isincluded in the Annual Report as Annexure-4 and the certificate from M/s. APAS & Co.Statutory Auditors of the Company confirming compliance with the requirements of CorporateGovernance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 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 orother body corporate(s) nor given any guarantee or security in connection with a loan toany other body corporate(s) or person(s). It is further declare that the Company has notacquired whether by way of subscription purchase or otherwise the securities of anyother Body Corporate(s).
RELATED PARTY TRANSACTIONS
The Board declares that it has not entered into any contract transactions orarrangement with any related party with respect to any sale purchase or supply of anygoods material property services appointment of agent(s) underwriting thesubscription of any securities or derivatives of any Company or for appointment to anyoffice or place of profit in the Company its subsidiary or associate Company. The policyin respect of Related Party Transactions is disseminated on the Company's websitehttp://vintroninformatic. com/wp-content/uploads/2016/09/RELATED-PARTY-TRANSACTIONS-POLICYFINAL.pdf AUDIT COMMITTEE
During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.
In terms of Companies Act 2013 as amended the Annual Return is available on thewebsite of the Company at the following link:
https://www.vintroninformatic.com/uploads/productled/AnnualReturn Vintron 2022.pdf
During the year six (6) Meetings of Board; six (6) Meetings of Audit Committee andthree (3) meetings of Nomination and Remuneration Committee were convened and held. Thedetails 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 financialposition of the Company between the end of the financial year of the Company and the dateof this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no order passed by any regulator or Court or Tribunal against the Companyimpacting the going concern concept or future operations of the Company.
The Equity Shares of the Company continue to be listed at the Stock Exchange(s) ofBombay and Calcutta and as on the date of signing of this report the listing fees forboth the Stock Exchange(s) is yet to be paid for the current financial year i.e.2022-2023. Further that in terms of the Revival Scheme of the Company as sanctioned by theHon'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 intimationhas been made to DSE.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment of women employee(s). There were no complaint received fromany employee during the financial year 2021-2022 and hence no complaint is outstanding ason 31.03.2022 for redressal.
MANAGEMENT DISCUSSION & ANALYSIS
The Company has reviewed its product basket and in consistency with the market demandand business prospect it has been concentrating on security related products. In view ofthe financial constraints the Company has been doing trading as well as manufacturingactivities in security related products and services. Your Company during limited periodand under limited resources has been able to create and capture a sizeable portion ofsecurity industry by trading and manufacturing digital video recorders CCTV Cameras andother products including accessories thereof. With the growth of crime and awareness inthe society the size of consumer is phenomenally increasing by every passing day insecurity related products and even the middle class of the Country has become asubstantial portion of consumers of this industry. With the increase of spending power andcorresponding individual threats the demand in security related products are multiplyingby 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 tobecome a market leader in northern India within a very short span of time and themanagement is confident to achieving the same at its earliest. OUTLOOK ON THREATS RISKSAND CONCERNS
The Company has an integrated approach to managing the risks inherent in variousaspects of its business. As a part of this approach the Board of Directors is responsiblefor monitoring risk levels on various parameters and the Board of Directors supported byprofessionals in various fields is responsible for ensuring implementation of mitigationmeasures if required. The Audit Committee provides the overall direction on the riskmanagement policies.
The overall economic environment will have a strong bearing on how things shape in thecoming years. Falling prices of the electronic products due to increasing competitivenesswith the introduction of multiple variants in each product are potential risks. Theoverall Industrial and Business sentiment has been low during the last financial year.Your Company therefore has planned to introduce high quality technically advanced gadgetsin the Company's product basket once it meets the working capital requirement to start itsoperations in full capacity which will expedite its revival scheme. The Company hasalready ventured into manufacturing and dealing of high quality CCTV cameras and DigitalVideo Recorders (DVR) meant for CCTV Cameras. Your Company however is confident thatwith further improvement in quality competitively priced products and their utility itwill be able to expand its market share.
SEGMENT WISE PERFORMANCE
The Company has been operating in the electronic industry and dealing and manufacturingonly electronic products including Security & Surveillance related electronicequipments. The Company's products are mainly electronic and therefore there is a singlesegment 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 assuranceon the efficiency of the operation and security of its assets and the Company iscommitted to high standards in this regard. The accounting records are adequate forpreparation of financial statements and other financial information. The adequacy andeffectiveness of the Internal Control as well as compliance with laid down systems andpolicies are comprehensively monitored by your Company's Internal Auditors. The AuditCommittee of the Board which meets regularly actively reviews Internal Control Systemsas well as financial disclosures.
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 (including Job work) ||1718.82 ||1247.45 |
|Profit/(Loss) before Depreciation Interest/Financial Charges and Tax ||19.80 ||(118.21) |
|Depreciation ||86.99 ||126.67 |
|Interest and Financial Charges ||25.76 ||66.08 |
|Profit/(Loss) before Extra-ordinary Items ||(92.95) ||(310.96) |
|Extra Ordinary / Exceptional Items (Profit on Sale of PPE) ||0.00 ||0.00 |
|Profit/(Loss) after Extra-ordinary Items but before Income Tax ||(92.95) ||(310.96) |
|Exceptional / Extra-ordinary Items (Profit on Sale of PPE) ||(88.15) ||0.00 |
|Income Tax Adjustments ||0.25 ||0.49 |
|Profit/(Loss) after Tax ||(181.35) ||(311.45) |
|Surplus brought forward ||(5496.81) ||(5182.36) |
|Balance in Profit & Loss A/c ||(5678.16) ||(5496.81) |
Despite of all the constraints including non-adequate working capital and inability ofthe Company in raising fresh funds because of the recent rehabilitation from sickness ofthe Company in the recent past the Company and its Directors have made all attempts andefforts to optimally utilize all the resources available at their disposal however dueto limitation and constraints upon the available working capital coupled with theunfavourable market condition the financial result of the Company for year underconsideration has been negative. Although the revenue of the Company has increased by37.79% whereas the operational result has decreased substantially as compared to the lastyear with the same resources thereby incurring a net loss of Rs.1.81 Crores.
Your management is confident that during the current year the working capital fundrequirement of the Company shall be slowly met by arranging fresh funds for which theDirectors of the Company are making all their efforts and with the strength of itsproducts quality marketing and other infrastructure facilities the Company is confidentthat it will once again make a sizeable market and profitability in its operations. Withthis commitment to the investors work force and society at large the managementreassures you that your directors are putting all their efforts to arrange the workingcapital which may take some time in view of the past history of the Company. But theyare confident about the potential of the Company and express their gratitude for theconfidence reposed by the investors and all other stake holders.
The COVID-19 outbreak from China was declared a pandemic by World Health Organizationin the last quarter of the financial year causing a social and economic turbulence. Wehave taken actions to ensure safety health and well-being of our employees and theirrespective families. The Company's manufacturing facilities remained shutdown from 20thApril 2021 till mid of June 2021 due to COVID-19 pandemic lockdown and has restartedoperations with available workforce adhering to the safety norms prescribed by Governmentof India. The Company took utmost care of its staff and work force like sanitizationsocial distancing mandatory mask wearing thermal check at entrance maintaining properhygiene etc.
The Board appreciates the efforts put in by all employees for their commitment anddedication to fulfil their corporate duties with diligence and integrity. Your Directorsare also pleased to place on record their appreciation for the excellent support receivedfrom Dealers Business Associates and Customers by promoting and patronizing the productsof the Company.
|By order of the Board |
|FOR VINTRON INFORMATICS LIMITED |
|(ARVIND SHARMA) |
|Chairman and Managing Director |
|Place: New Delhi |
|Date: 12th August 2022 |