To
The Members,
Your Directors have pleasure in presenting the 33rd 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, 2024.
1. FINANCIAL RESULTS
Your Company's financial performance for the year ended 31st March, 2024 is summarized below:
(Amount in Lakhs)
2. FINANCIAL HIGHLIGHTS
During FY 2023-24, the Company's total revenue is Rs. 17,416.60 Lakh as against Rs. 1,969.67 Lakh in the previous year, thereby increase of 784.23%. Total Comprehensive Income for the year of the Company is Rs. 1,664.52 as against Rs. 107.58 lakhs loss in the previous year.
3. TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2024.
4. DIVIDEND
Considering the accumulated losses and requirement of more working capital, the Board has not recommended dividend for the current financial year.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the financial year ended 31st March, 2024.
6. COMPLIANCE WITH SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and 'General Meetings', respectively have been duly complied by your Company during the period under review.
7. 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 5 as against 6 employees including permanent and irregular work force at the end of the previous year.
8. SHARE CAPITAL AND LISTING OF SHARES
As on 31st March, 2024, the authorized share capital of the Company is Rs. 2,000 lakhs and subscribed & paid-up equity share capital of the Company is Rs. 783.56 lakhs.
The Company's equity shares are listed on the Bombay Stock Exchange Limited (BSE). The equity shares are actively traded on BSE and have not been suspended from trading.
During the year company has issued and allotted 8,08,00,000 warrants convertible into equivalent number of equity shares, having face value of Rs. 1 per equity shares, within a period of 18 months from the date of allotment i.e., December 12, 2023, upon payment of remaining 75% amount at the time of exercising the Convertiable warrant at an issue price of Rs. 5 (including premium of Rs. 4 each). The Company has received Rs. 1,010 Lakhs being 25% of the total amount payable towards subscription of the warrants from all the allotees.
9. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As on 31st March, 2024 Company does not have any Subsidiary and Joint Venture Company.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to applicable provisions of the Companies Act, 2013, one-third of Directors as are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Ms. Pallavi Lalwani (DIN: 07444062) retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders' approval for her re-appointment forms part of the notice of 33rd AGM.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and rules made there under.
During the FY 2023-24, the Board of Directors has appointed Mr. Harish Kumar Arora as CFO, Mr. Anil Pratap Singh Parihar [DIN: 10255661] and Ms. Sushmaa Ssharma [DIN: 10090244] as Independent Additional Director of the company w.e.f. 14.08.2023.
The members of the Company at their 32nd Annual General Meeting held on 30th September, 2023 approved the appointment of Mr. Umesh Kumar Dhingra (DIN: 06471233) & Ms. Pallavi Lalwani (DIN: 07444062) as a Non- Executive Director of the Company and Mr. Anil Pratap Singh [DIN: 10255661] & Ms. Ssushma Ssharma [DIN: 10090244] as Non- Executive Independent Director of the company.
Key Managerial Personnel
During the FY 2023-24, Ms. Juhi Sen resigned from the office of Company Secretary and Compliance officer of the Company w.e.f. 15.04.2023 designated as Key Managerial Personnel's of the Company. Further Mr. Ashish was appointed as Company Secretary and Compliance officer of the company w.e.f. 04.09.2023.
11. 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.
12. DEPOSITS
The Company has neither invited nor accepted any deposits from public within the meaning of the Companies (Acceptance of Deposit) Rules, 2014, during the last financial year.
13. EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.
14. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.
The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
15. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2015
On the basis of the discussions with the Statutory Auditors / Internal Auditors of the Company from time to time, and as required under Section 134(3)(c) read with the provision of section 134(5) 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.
16. STATUTORY AUDITORS
M/s. O P Bagla & Co. LLP, Chartered Accountants (Firm Registration No. 000018N/N500091), were appointed as Statutory Auditors of the Company at the 31st AGM held on 29th September, 2022, to hold office for a period of 5 (five) consecutive years from the conclusion of 31st AGM till the conclusion of the 36 th AGM but M/s. O P Bagla & Co. LLP submitted their resignation from the office of Statutory Auditors w.e.f. 10th May, 2024.
Consequently, the Board of Directors in its meeting dated 20th June, 2024 appointed M/s A T K & Associates Chartered Accountants (Firm Registration No. 018918C) as Statutory Auditors of the Company to fill the casual vacancy created due to resignation of M/s. O P Bagla & Co. LLP (Firm Registration No. 000018N/N500091) to hold the office till conclusion of ensuing Annual General Meeting.
The Statutory Auditor has issued Audit Reports on the Financial Statements of the Company for the year ended 31st March, 2024. Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013 since it does not contain any qualification, reservation, adverse remarks or observation.
17. SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. Mahesh Gupta & Company, Practicing Company Secretary (CP No. 1999) was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24. Further, there has some observation made by the secretarial auditor in his report and directors view on such reservations are part of this director report. The Audit Report of the Secretarial Auditor is attached as Annexure 2.
The Board of Directors view on secretarial auditor's observations are as follows:
a) There is no updation of Website
- The Board of Directors took note of the above observation made by Secretarial Auditor and will take required action to maintain website of the company up to date.
b) The Company has necessary software to maintain structured digital database However, during the Review Period, no UPSI entry has been maintained.
- The Board of Directors took note of the above observation made by Secretarial Auditor. The Company has not maintained the prescribed database of unpublished price sensitive information (UPSI) due to technical issue in the computer system in which SDD software was installed. The company has reinstalled the SDD software and renewed the software license. The company will comply with the provisions of SDD.
c) There is resignation of Auditor on 10.5.2024 and new Auditor appointed on 20.06.2024 and has not complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by the Company.
- The Board of Directors in its meeting dated 20th June, 2024 appointed M/s A T K & Associates Chartered Accountants (Firm Registration No. 018918C) as Statutory Auditors of the Company to fill the casual vacancy created due to resignation of M/s. O P Bagla & Co. LLP (Firm Registration No. 000018N/N500091) to hold the office till conclusion of ensuing Annual General Meeting.
d) The declaration under the regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 not filed with the Stock Exchange within 7 working days from the end of such financial year.
- The Board of Directors took note of the above observation made by Secretarial Auditor regarding inadvertently missing the due date for such filing and will ensure timely filing in future.
e) The Company filed Investor complaint for the quarter ended on 30 th June, 2023 and 30 th September, 2023 after the prescribed period under Regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
f) There is no independent woman directors during the period under Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- The company was in search of eligible candidate for appointment and thereafter on 14.08.2023 appointed an Independent Woman Director on the Board.
g) There is no proper composition of Audit Committee till 14/08/2023 during the period under Regulation 18(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- The company has re-constituted the Audit Committee on 14.08.2023 w.e.f. 18.08.2023 with the required number of members.
h) There is no proper composition of NRC Committee till 14/08/2023 during the period under Regulation 19(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- The company has re-constituted the NRC on 14.08.2023 w.e.f. 18.08.2023 with the required number of members
i) The Company has filed Shareholding pattern for the quarter ended 30 th June, 2023 after the prescribed period under Regulation 31(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
j) The Company has filed Reconciliation of Share Capital Audit for the quarter ended 30 th June, 2023 after the prescribed period under Regulation 55A/76 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. INTERNAL AUDITORS
In terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014 and rules made thereunder and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. S. Agarwal & Company, Chartered Accountants (Firm Registration No.000808N) as Internal Auditors of the Company to perform the internal audit for financial year 2023-24. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Internal Auditors in their report for the financial year 2023-24.
19. DIRECTORS VIEW ON AUDITORS OBSERVATIONS
There is no adverse observation in the Statutory Auditors' Report which needs any comments on the part of Board of Directors. The queries raised by the Statutory Auditors have been explained to the satisfaction of the Statutory Auditors. The Statutory Auditors' Report is selfexplanatory.
20. DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
All the directors of the company are Non-Executive and none of them draws remuneration from the company hence disclosure under rule 5 of companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
21. 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.
22. 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 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 https://www.vintroninformatic.com/policies.
23. NOMINATION AND REMUNERATION POLICY
The Company follows a policy on nomination and remuneration for selection of directors and determining director's independence, and the remuneration policy for directors, key managerial personnel & other employees. The policy is approved by the Nomination and Remuneration Committee of the Board.
24. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Listing Regulations. A separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report as Annexure-3 and the certificate from SMK & Associates, practicing Company Secretary confirming the compliance with the requirements of Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as annexure-4.
25. 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).
26. RELATED PARTY TRANSACTIONS
All the contracts/ arrangements/ transactions etc. entered into by the Company with related parties were in ordinary course of business and on arm's length basis in terms of provisions of the Companies Act, 2013.
Omnibus approval from the Audit Committee is obtained for all transactions with related parties and all such transactions are reviewed by the Audit Committee every quarter. Also all transactions with related parties are entered in accordance with the Policy on dealing with and materiality of related party transactions, formulated by the Company.
The details of the related party transactions as per Indian Accounting Standards (IND AS) are set out in Notes No. 29 to the Financial Statements of the Company and Form AOC-2 is annexed as Annexure-.5 The policy in respect of Related Party Transactions is disseminated on the Company's website https://www.vintroninformatic.com/policies.
27. AUDIT COMMITTEE
During the year all the recommendations of the Audit Committee were accepted by the Board. Detailed information of the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report.
28. ANNUAL RETURN
In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the FY 2023-24 of the Company will be available on the website of the Company at the following link: https://www.vintroninformatic.com/annual-returns.
29. MEETININGS OF BOARD AND COMMITTEES
During the year eight (8) Meetings of Board; Three (3) Meetings of Audit Committee and Two (2) meetings of Nomination and Remuneration Committee were convened and held. The details of which are given in Corporate Governance Report.
30. ANNUAL GENERAL MEETING
During FY 2023-24, Annual General Meeting of the Company was held on Saturday, 30th September, 2023.
31. MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY
During the previous financial year your company shifted its focus from manufacturing activities to IT enabled Services and Trading in IT products and also disposed of its plant and machinery.
During the current financial Year ended on 31st March, 2024 there is no material changes in the company affecting financial positions of the company
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
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.
33. EMPLOYEES STOCK OPTION PLANS/ SCHEMES
No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March, 2024.
34. INSIDER TRADING POLICY
During the year under review, the Company reviewed compliance with the provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to "Institutional Mechanism for Prevention of Insider trading" and found the systems for internal control are adequate and are operating effectively, in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.
35. 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 Exchange(s) is paid for the current financial year i.e. 2023-2024.
36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the rules framed thereunder. Internal Committees have been set up to redress complaints received regarding sexual harassment. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organization on a continuous basis.
During the year under review, no complaint of sexual harassment was received by the Company, so no complaint was pending to resolve at the end of the FY 2023-24 and on the date of such report.
37. 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. 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.
38. APPRECIATION
The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review.
For and on behalf of the Board of Directors of
Vintron Informatics Limited