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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Vintron Informatics Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 34^rd 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 31^st March, 2025.

1. FINANCIAL RESULTS

Your Companyâs financial performance for the year ended 31st March, 2025 is summarized below:

(Amount in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Total Revenue	62,348.42	17,416.60
Expenses	56,2024.83	15,752.08
Profit / (Loss) before Exceptional items and tax	6,143.59	1,664.52
Exceptional Items	-	-
Profit / (Loss) before tax	6,143.59	1,664.52
Tax Expenses	1,351.80	-
Profit / (Loss) for the year from	4,791.79	1,664.52
Continuing Operations	4,791.79	1,664.52
Other Comprehensive Income	-	-
Total Comprehensive Income/ (Loss) for the year	4,791.79	1,664.52

2. FINANCIAL HIGHLIGHTS

During FY 2024-25, the Companyâs total revenue is Rs. 62,348.42 Lakh as against Rs. 17,416.60
Lakh in the previous year, thereby increase of 357.98 %. Total Comprehensive Income for the year
of the Company is Rs. 4,791.79 as against Rs. 1,664.52 lakhs profit 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, 2025.

4. DIVIDEND

Considering the current postion 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
31^st March, 2025.

6. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of
Directorsâ and âGeneral Meetingsâ, respectively have been duly complied by your Company during
the period under review.

7. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company continues to have good 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 4 as against 5 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, 2025, the authorized share capital of the Company is Rs. 2,000 lakhs and
subscribed & paid-up equity share capital of the Company is Rs. 994.35 lakhs.

The Companyâs 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 converted 210,80,000 fully paid up convertibles warrants into
equivalent number of equity shares, having face value of Rs. 1 per equity shares, as alloted in
previous financial year on December 12, 2023, upon payment of remaining 75% amount at the time
of exercising the Convertible warrant at an issue price of Rs. 5 (including premium of Rs. 4 each).

9. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31^st March, 2025 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 reÂ¬
appointment at every Annual General Meeting (AGM). Consequently, Mr. Akshaykumar
Dineshkumar Patel (DIN: 08080080) retires by rotation and being eligible, offers himself for reÂ¬
appointment. A resolution seeking shareholdersâ approval for his re-appointment forms part of the
notice of 34^th 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 2024-25, Ms. Malvika Lalwani and Ms. Pallavi Lalwani have resigned from the
board of directors on March 10, 2025 & Ms.Sushmaa Ssharma, Mr. Anil Pratap Singh Parihar & Mr.
Umesh Kumar Dhingra have also resigned from board of directors on March 11, 2025.

Key Managerial Personnel

During the FY 2024-25, Ms. Surbhi Pokhriyal has resigned from the office of Company Secretary
and Compliance officer of the Company w.e.f. 28.02.2025 designated as Key Managerial
Personnelâs of the Company. Further Mr. Chetan Sharma was appointed as Company Secretary and
Compliance officer of the company w.e.f. 09.05.2025.

Further Ms. Malvika Lalwani has resigned from the office of Chief Executive Officer of the
Company w.e.f. 10.03.2025 designated as Key Managerial Personnelâs of the Company.

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 BOARDâS 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 (âListing Regulationsâ). 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

The Board of Directors in its meeting dated 20^th 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. Later
on, in 33th Annual General Meeting M/s A T K & Associates Chartered Accountants was appointed
as Statutory Auditor of company till the conclusion of 38th Annual General Meeting for a term of 5
consecutive financial years i.e. 2024-25, 2025-26, 2026-27, 2027-28 and 2028-29,

During the course of audit, Auditor noted that the Company has not complied with certain provisions
of the Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations framed
thereunder. The non-compliances observed are as under:

a) The Company has not realized certain export proceeds within the prescribed period of six months
from the date of export, in contravention of the requirements of Reserve Bank of India (RBI)
Notification No. FEMA 23(R)/2015-RB dated January 12, 2016 and Master Direction No. 16/2015-
16 on Export of Goods and Services dated January 1, 2016 (as amended from time to time).

b) The Company has also not settled certain import payments within the prescribed period of six
months from the date of shipment, as required under Master Direction No. 17/2016-17 on Import of
Goods and Services dated January 1, 2016 (as amended from time to time).

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 2024-25. 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 auditorâs observations are as follows:

1. There is no updation of Company â Website.

Since company is in process of re-structuring and re-development of website. Hence,
website of company is not operative.

2. This report be read with para 2 the basis of qualified report of Independent statutory
auditorâs Report point (a) and (b).

Please refer point no. 19.

3. The Company has necessary software to maintain structured digital database. However,
during the Review Period, The Company has started to maintain the UPSI entry since
October, 2024.

The company has complied with concerned regulation since October, 2024.

4. The Company has not submitted Shareholding pattern for the quarter ended 31st March,
2025 within prescribed time under regulation 31 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has submitted originally Shareholding pattern for the quarter ended 31st
March, 2025 on 19.04.2025. Since there were some discrepancies noticed. Then, Revised
Shareholding pattern submitted on 06.06.2025.

5. The Company has not paid the Stock exchange annual listing fees with within time for FY
2024-25 under regulation 14 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The company has paid the annual listing fees of FY 2024-25 on 15.08.2024.

6. The Company has not intimated to stock exchange about Resignation of Statutory Auditor
within prescribed period under regulation 30 SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Inadvertently, The company has not intimate the stock exchange about such resignation.

7. The Company has not intimated to stock exchange about proceedings of the adjourned 33rd
AGM of the Company within prescribed period under regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The company has lapsed to intimate the stock exchange about proceedings of the adjourned
33rd AGM inadvertently.

8. The Company has not intimated to stock exchange about resignations of Ms. Malvika
Lalwani, Mr. Umesh Kumar Dhingra, Ms. Pallavi Lalwani, Ms. Sushmaa Ssharma and Mr.
Anil Pratap Singh Parihar from their respective designation in company within the
prescribed period under regulation 30 SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The company has lapsed to intimate the stock exchange about such resignation due to
unavailability of competent officer in company.

9. The Promoter along with person acting in concert of every listed entity has to disclose
details of any invocation of such encumbrance or release of encumbrances of shares on
yearly basis for the year ended March, 2024 under regulation 31(4) of the SEBI(Substantial
Acquisition of Shares and Takeovers) Regulations, 2011.

No such declaration received from promoters.

10. The company has not closed the trading window for the quarter March, 2025 within
prescribed period of time under SEBI (Prohibition of Insider Trading Regulations), 2015.

The company has closed the trading window for the quarter March, 2025 on 02.04.2025.
Delay in submission due to unavailability of competent officer in company.

11. There is no independent woman directors since 11.03.2025 as specified under regulation
17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company is looking for suitable candidate.

12. The Company has no proper composition at board of directors regulation 17(1) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 being resignations of
Independent Directors since 10.03.2025 and 11.03.2025.

Directors have resigned on 10th and 11th March, 2025. Therefore, Company is looking for
suitable candidates.

13. There is no proper composition of Audit Committee being the directors resigned on 10th
and 11th March, 2025 pursuant to regulation 18(1) of SEBI (Listing Obligations and
Disclosure Requirements)Regulations, 2015.

Directors have resigned on 10th and 11th March, 2025. Hence, the committee stands
inoperative. Therefore, Company is looking for suitable candidates.

14. There is no proper composition of Nomination and remuneration committee being the
directors resigned on10th and 11th March, 2025 pursuant to regulation 19(1) of SEBI
(Listing Obligations and Disclosure Requirements)Regulations, 2015.

Directors have resigned on 10th and 11th March, 2025. Hence, the committee stands
inoperative. Therefore, Company is looking for suitable candidates.

15. There is no proper composition of Stakeholders Relationship Committee being the directors
resigned on10th and 11th March, 2025 pursuant to regulation 20 of SEBI (Listing
Obligations and Disclosure Requirements)Regulations, 2015.

Directors have resigned on 10th and 11th March, 2025. Hence, the committee stands
inoperative. Therefore, Company is looking for suitable candidates.

16. One of the promoter has sold the 1,63,555 shares of company has not complied with
relevant regulation and policy of the company.

The company was not informed in details about such sale by promoter.

17. The company had appointed Mr. Zishan Somabhai Meena, Mr. Narendrasinh Jadeja, and
Mrs. Kajalben Chetanbhai Vyas as additional director on 22.08.2024 and they were
appointed as director in adjourned AGM held on 07.10.2024 instead of 30.09.2024 under
Section 161 of Companies Act, 2013.

The Company has submitted the application for compounding the offence with Regional
Director, Delhi.

18. The company has not submitted annual financial results within the prescribed period for the
FY 2023-24 under regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Company had submitted the Annual Financial Results for FY 2023-24 on 30.06.2024.
Additionally, company has also paid the fine imposed of Rs. 1,82,900.

19. The Company has not submitted the Secretarial Compliance Report for the FY 2023-24
within prescribed period of time under regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The company had submitted secretarial compliance report on 19.07.2024.

20. The Company has no Chief Executive Officer (CEO) since 10.03.2025.

The Company is looking for suitable candidate.

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
2024-25. 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

It is pertinent to note that the company has not realized certain export proceeds within the prescribed
period of six months from the date of export. Since Vendors have not yet received their respective
payments from their contracting parties, thereby impeding their ability to remit the amounts owed to
us. Whereas on the observation regarding non settlement of certain imports payments within
stipulated period of six months from the date of shipment is that On-going technical issues at
companyâs authorized banking institution have temporarily impacted payment processing
capabilities.

20. DISCLOSURE UNDER RULE 5 OF COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Mr. Akshaykumar Dineshkumar Patel draws remuneration from the company ,hence disclosure
under rule 5 of companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
applicable and attached as Annexure-6.

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 Companyâs 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
Companyâs website www.vintroninformatic.com.

23. NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration for selection of directors and
determining directorâs 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 CS Monica Dixit, 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 armâs 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 Companyâs
website www.vintroninformatic.com.

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 and due to resignation of chairperson and members of committee,
the Audit Committee is not functional till the fresh appointments.

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
2024-25 of the Company will be available on the website of the Company at the following link:
www.vintroninformatic.com.

29. MEETININGS OF BOARD AND COMMITTEES

During the year Fourteen (14) Meetings of Board; Eight (8) Meetings of Audit Committee and Three
(3) 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 2024-25, Annual General Meeting of the Company was scheduled to be held on Monday,
30th September, 2024. However, due to lack of quorum, the said meeting was adjourned and
convened on Monday, 07^th October, 2024.

31. MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

During the current financial Year ended on 31^st March, 2025 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, 2025.

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 âInstitutional
Mechanism for Prevention of Insider tradingâ 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
the listing fees for Bombay Stock Exchange is paid for the financial year i.e. 2024-2025.

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
(âPOSH Actâ) 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 2024-25 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 coÂ¬
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

S/d S/d

Akshaykumar Dineshkumar Zishan Somabhai Meena

Patel Director

Date: 26.08.2025 Director DIN: 10746289

Place: Delhi DIN: 08080080

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd 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 31^st March, 2024.

1. FINANCIAL RESULTS

Your Company''s financial performance for the year ended 31st March, 2024 is summarized below:

(Amount in Lakhs)

Particulars	FY 2023-24	FY 2022-23
Total Revenue	17,416.60	1,969.67
Expenses	15,752.08	2,063.59
Profit / (Loss) before Exceptional items and tax	1,664.52	(93.92)
Exceptional Items	-	(13.66)
Profit / (Loss) before tax	1,664.52	(107.58)
Tax Expenses	-	-
Profit / (Loss) for the year from Continuing Operations	1,664.52	(107.58)
Other Comprehensive Income	-	-
Total Comprehensive Income/ (Loss) for the year	1,664.52	(107.58)

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 31^st March, 2024.

6. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings 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

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 31^st 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 33^rd 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 32^nd Annual General Meeting held on 30^th 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 (âListing 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 31^st 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. 10^th May, 2024.

Consequently, the Board of Directors in its meeting dated 20^th 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.

- 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.

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.

- 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.

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.

- 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.

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

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 31^st 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 âInstitutional 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 (âPOSH 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

Sd/- Sd/-

Umesh Kumar Dhingra Malvika Lalwani

Director Director

DIN: 06471233 DIN:08673926

Date: 03.09.2024 Place: Delhi

Mar 31, 2023

Your Directors have pleasure in presenting the 32nd 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, 2023.

1. FINANCIAL RESULTS

Your Companyâs financial performance for the year ended 31st March, 2023 is summarized below:

(Amount in Lakhs)

Particulars	FY 2022-23	FY 2021-22
Total Revenue	1973.63	1718.82
Expenses	2067.53	1811.76
Profit / (Loss)before Exceptional items and tax	(93.91)	(92.94)
Exceptional Items	(13.66)	(88.15)
Profit / (Loss) before tax	(107.56)	(181.09)
Tax Expenses	-	0.25
Profit / (Loss) for the year from Continuing Operations	(107.56)	(181.34)
Other Comprehensive Income	-	-
Total Comprehensive Income/ (Loss) for the year	(107.56)	(181.34)

2. FINANCIAL HIGHLIGHTS

During FY23, the Companyâs total revenue is Rs. 1973.63 Lakh as against Rs. 1718.82 Lakh in the previous year, thereby
increase of 12.91%. Total Comprehensive Loss for the year of the Company has reduce to Rs. (107.56) as against Rs.
(181.34) in the previous year a decrease by 68.59%.

3. TRANSFER TO RESERVES

No amount has been transferred to general reserves during the year under review.

4. DIVIDEND

Considering the operating losses during the current financial year, accumulated losses and requirement of working capital,
the Board has not recommended dividend for the current financial year.

5. CHANGE IN THE NATURE OF BUSINESS

During the current financial year ended 31st March, 2023, your company has shifted its focus from manufacturing activities
to IT enabled Services and Trading in IT products. The company has disposed of its plant and machinery during the year.
There was no change in the nature of the business of the Company during the financial year ended 31st March, 2023.

6. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directorsâ and ''General
Meetingsâ, 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 upÂ¬
lifting the overall competence of its employees through regular training, workshops and seminars. After the shift from
manufacturing activities and consequent upon the takeover of the company by new management, your company laid off
manpower engaged in manufacturing activities. The dues of all the employees laid off were duly settled. Your company now
appointing new manpower for the new initiative taken by your company. The total number of employees and workforce at
the end of the year was 6 as against 60 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, 2023, the authorized share capital of the Company is Rs. 20 crores and subscribed & paid-up equity
share capital of the Company is Rs. 7.83 crores.

The Companyâs equity shares are listed on the BSE Limited (BSE). The equity shares are actively traded on BSE and have
not been suspended from trading.

9. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31^st March, 2023 Company does not have any Subsidiary and Joint Venture Company

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149, 152 and other 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. Malvika Lalwani (DIN: 08673926) retires by rotation and being eligible, offers himself for reÂ¬
appointment. A resolution seeking shareholdersâ approval for his re-appointment forms part of the notice of 32nd 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.

Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at
their meeting held on 13th September, 2022 appointed Ms. Malvika Lalwani (DIN: 08673926) and Akshaykumar Dineshkumar
Patel (DIN: 08080080) as an Additional (Non- Executive Director) of the Company. The members of the Company at their
Annual General Meeting held on 29th September, 2022 also approved the appointment of Ms. Malvika Lalwani and Mr.
Akshaykumar Dineshkumar Patel as a Non- Executive Director of the Company.

During the FY23 Board of Directors on the recommendation of the Nomination & Remuneration Committee in their meeting
held on 21st November, 2022 appoints Mr. Umesh Kumar Dhingra (DIN: 06471233) and Ms. Pallavi Lalwani (DIN: 07444062)
as an additional directors of the Company.

Further during the FY23, Mr. Arvind Sharma (DIN: 00012177), Mr. Mohan Yadav (DIN: 09284433), Mrs. Rupam Chaudhary
(DIN: 08709602), and Ms. Kirti Gupta (DIN: 08812295) resigned as Director of the Company and Mr. Dinesh Kumar Gupta,
as CFO of the Company with effect from 21st November, 2022 in terms of Clause 3.2(b)(iv) of the Share Purchase Agreement
dated 10-06-2022 executed between Goodworth Build Invest Private Limited (the seller) and Telexcell Enterprise LLP &
Vistara Network Private Limited (the acquirers), the existing directors as named above have resigned from the Board of
Directors of the Company (the target company).

Key Managerial Personnel

As per the requirement under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with rules
made thereunder, Ms. Juhi Sen Company Secretary and Compliance officer of the Company designated as Key Managerial
Personnelâs of the Company.

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. FIXED 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 BOARDâS 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 (âListing Regulationsâ).
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 36th AGM. The Statutory Auditor has issued Audit Reports
on the Financial Statements of the Company for the year ended 31st March, 2023. 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 2022Â¬
23. Further, there has some reservation 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.

Also, the Board of Directors of the Company in their meeting held on 04th September, 2023 re-appointed M/s. Mahesh
Gupta & Company, Practicing Company Secretary (CP No. 1999) as Secretarial Auditor of the Company to perform the
Secretarial audit for financial year 2023-24.

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, New Delhi (Firm Registration No.000808N) and an independent external agency, as Internal Auditors
of the Company to perform the internal audit for financial year 2022-23. Further, there has been no qualification, reservation,
adverse remarks or disclaimer made by the Internal Auditors in their report for the financial year 2022-23.

Also, the Board of Directors of the Company in their meeting held on 04th September, 2023 re-appointed /s. S. Agarwal &
Company, Chartered Accountants, New Delhi (Firm Registration No.000808N) and an independent external agency, as
Internal Auditors of the Company to perform the internal audit for financial year 2023-24.

19. DIRECTORS VIEW ON AUDITORS OBSERVATIONS

There is no adverse observation in the Statutory Auditorsâ 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 Auditorsâ Report is self-explanatory.

20. DIRECTORS VIEW ON SECRETARIAL AUDITORS OBSERVATIONS

During the year under review a Share Purchase Agreement dated 10-06-2022 executed between Goodworth Build Invest
Private Limited (the seller) and Telexcell Enterprise LLP & Vistara Network Private Limited (the acquirers) and in term of
such agreement, the existing directors and Key Managerial Personnel of the Company named, Mr. Arvind Sharma (DIN:
00012177), Mr. Mohan Yadav (DIN: 09284433), Mrs. Rupam Chaudhary (DIN: 08709602), and Ms. Kirti Gupta (DIN:
08812295) have resigned as Director of the Company and Mr. Dinesh Kumar Gupta, resigned as CFO of the Company with
effect from 21st November, 2022.

Thereafter, Board of Directors of the Company at their meeting held on 13th September, 2022 appointed Ms. Malvika Lalwani
(DIN: 08673926) and Akshaykumar Dineshkumar Patel (DIN: 08080080) as an Additional (Non- Executive Director) of the
Company. The members of the Company at their Annual General Meeting held on 29th September, 2022 also approved the
appointment of Ms. Malvika Lalwani and Mr. Akshaykumar Dineshkumar Patel as a Non- Executive Director of the Company.
Board of Directors of the Company at their meeting held on 14th September, 2023 also appoint Mr. Anil Partap Singh
Parihar and Ms. Sushmaa SSharma as Additional Director (Independent Director) and Independent Woman Director and
Mr. Harish Kumar Arora as Chief Finance Officer of the company.

Company Install the software for SDD Compliances and know company is in compliance with Regulation 3(5) & 3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015

21. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules are form part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are form part of this Annual Report.
However, as per second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is
being sent to the members of the Company. The said information is available for inspection at the registered office of the
Company during working hours and any member interested in obtaining a copy of such information may write to the
Company Secretary & Compliance Officer of the Company at the registered office of the Company and the same will be
furnished without any fee.

22. 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.

23. 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 Companyâs 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
Companyâs website https://www.vintroninformatic.com/policies.

24. NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration for selection of directors and determining directorâs
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.

25. 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 Aman and Arpit Company Secretaries LLP a practicing
Company Secretary confirming compliance with the requirements of Corporate Governance as stipulated in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as annexure-4.

26. 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).

27. 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 armâs 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. The policy in respect of Related Party Transactions is disseminated on the Companyâs
website https://www.vintroninformatic.com/policies.

28. AUDIT COMMITTEE

29. 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 2022-23 of the Company is available on the website
of the Company at the following link: https://www.vintroninformatic.com/annual-returns

30. MEETININGS OF BOARD AND COMMITTEES

During the year seven (7) Meetings of Board; Five (5 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.

31. Annual General Meeting

During FY23, Annual General Meeting of the Company was held on Thursday, 29th September, 2022.

32. MATERIAL CHANGES AFFECTING FINANCIAL POSITIONS OF THE COMPANY

During the current financial year ended 31^st March, 2023, your company has shifted its focus from manufacturing activities to IT
enabled Services and Trading in IT products. The company has disposed of its plant and machinery during the year.

33. 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.

34. 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, 2023.

35. 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 âInstitutional Mechanism for Prevention of Insider tradingâ 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.

36. 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. 2022-2023.

37. 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 Actâ) 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 FY2023 and on the date of such report.

38. 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 reÂ¬
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.

39. 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

Sd/- Sd/-

Malvika Lalwani Pallavi Lalwani

Date: 04^th September, 2023 Director Director

Place: Delhi DIN: 08673926 DIN: 07444062

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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