Vintron Informatics Ltd Directors Report

To

The Members,

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 Companys 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 Companys 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 Directors and General Meetings, respectively have been duly complied by your Company during the period under review.

7. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company continues to have excellent employee relations. Your Directors acknowledge and thank the employees for their continuous support. The Company has strong commitments to follow the best of the HR practices and believes in uplifting 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 Companys 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 reappointment. A resolution seeking shareholders 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 Personnels 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 BOARDS PERFORMANCE

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, safeguarding of minority shareholders interest, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system etc.

14. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

15. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2015

On the basis of the discussions with the Statutory Auditors / Internal Auditors of the Company from time to time, and as required under Section 134(3)(c) read with the provision of section 134(5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. STATUTORY AUDITORS

M/s. O P Bagla & Co. LLP, Chartered Accountants (Firm Registration No. 000018N/N500091), were appointed as Statutory Auditors of the Company at the 31st AGM held on 29th September, 2022, to hold office for a period of 5 (five) consecutive years from the conclusion of 31st AGM till the conclusion of the 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 202223. 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 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 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 Companys 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 Companys 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 directors 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 arms 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 Companys website https://www.vintroninformatic.com/policies.

28. 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.

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 "Institutional Mechanism for Prevention of Insider trading" and found the systems for internal control are adequate and are operating effectively, in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.

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 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 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 reestablish 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: 04th September, 2023	Director	Director
Place: Delhi	DIN: 08673926	DIN: 07444062