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
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