Vintage Cards & Creations Ltd Directors Report

VINTAGE CARDS AND CREATIONS LIMITED ANNUAL REPORT 2010-2011 DIRECTORS REPORT To The Members, The Directors present the Fifteenth Annual Report and Audited Statements of Accounts of the Company for the year ended 31st March, 2011. 1) FINANCIAL RESULTS: (Amount in Rs.) PARTICULARS Year ended Year ended March 31, 2011 March 31, 2010 Sales and other income 16.84 93.95 Gross profit and loss before Deprecation (266.25) (137.96) Deprecation 22.11 22.61 Profit/ (loss) before non operative items and tax (288.36) (160.58) Less: provision for taxation 0 0 Prior period items 284.16 (1.14) Profit/ (loss) after non operative items and tax (4.20) (159.44) Since the company is incurring loss the Board does not recommend any dividend, nor any amount is to be transferred to general reserve. In view of liquidity Crunch Company could not carry on operations to the optimum level which has resulted in company running in losses. Directors are considering various options for the revival of the business. 2) MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA): Pursuant to Clause 49 of the Listing Agreement, MDA forms part of this report and is as follows: A. Industry Structure And Development: The Company has discontinued with its Company owned stores. There are plans to sell through the organized retail arena and other channels of distribution where there would be better reach to customers. B. Future outlook: a) Sales and marketing: The company continues with its own distribution and deals directly with the corporate and institutions. b) Cost saving: The Company continues to focus on reducing the cost of goods, as well as, the non-product cost. C. Segment wise, Product wise Performance: The Company continues to operate in a single business segment of greeting cards and gifts mainly in India. Therefore, there are no reportable business and geographical segments. D. Internal control system and their adequacy: The company has adequate Internal Control system to safeguard all assets of the company and detect fraud or irregularities, if any. The Internal Control systems are designed in such a way to ensure reliability in financial records and other records for preparing financial information. E. Risk and concerns: The Company proposes to institutionalize the Risk Management framework to effectively, identify, assess & manage risk through an appropriately designed and strictly enforce system of risk controls. These controls would promote efficiency and reduce risk of losses and also provide a reasonable assurance on the reliability of financial statements and compliance with laws and regulations. F. Material development in Human Resources including number of people employed: The company has a total of 6 employees and company has had cordial employee relations. G. Financial and Operational performance: During the year, the total income was Rs.16.84 Lacs which is lower as compared to previous years income of Rs 93.95 Lacs; the directors are unable to recommend any dividend in view of absence of profit for the period under review. Corporate tax: Since the Company has not generated any taxable income for the period; no provision for taxation has been made in the books of accounts. 3) DIRECTORS: According to provision of the Companies Act,1956 and the Article of Association of the Company Mr. Kenny Motwani, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment as director of the Company. The board recomMends his re-appointment. According to provision of the Companies Act, 1956 and the Article of Association of the Company Mr. Ajit Singh Taluja, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment as director of the Company. The DOW recommends his re-appointment. The Board of Dirtied appointed Mr. Venkata Seetharam Avimeni and Mr. Krishna Kishore Gadkipati as Additional Directors of the company at their mss held on Or April, 2011. According to the provision of section 260 of the Companies Act, 1956. The additional director holds the position up the conclusion of the Annual General Meeting & being eligible offer themselves for appointment as Director of the Company. The Company has received request proposing candidature of Mr. Venkata Seetharam Avimeni and Mr. Krishna Kishore Garikipati along with requisite deposit. Your director recommends their appointment as the directors of the Company, liable to retire byrotation. The company has duly complied with provisions of Clause 49 of Listing Agreement relating to constitution of directors. 4) CORPORATE GOVERNANCE: A separate section on Corporate Governance forming part of the Directors Report and the Certificate from the Companys Statutory Auditors confirming the Compliance of the condition on Corporate Governance as stipulated in Clause 49 of The Listing Agreement is included in the Annual Report. 5) DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 it is hereby confirmed: (i) That in the preparation of annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departure; (ii) That the directors had selected such accounting policies and applied them consistently and made the judgments and estimates that were reasonable and prudent so as to give a True and Fair view of the States of Affairs of the Company at the end of the financial year, and of the profit or loss of the Company for the year under review. (iii) That the directors had taken proper and sufficient Care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities; (iv) That the Directors had prepared the Annual Accounts for the financial Year Ended 31st March, 2011 on a going concern basis. 6) AUDITORS: M/s. Uttam Abuwala 8 Company (Chartered Accountants), Pune, statutory auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has obtained a Certificate to the effect that their appointment, if made would be in conformity with the limits specked under section 224(1 B) of the Companies Act, 1956. The Board recommends their appointment. 7) SUBSIDIARY COMPANY: Your company has a 100% subsidiary with the name Party line Products Pvt. Ltd., the Ministry of Corporate affairs vide circular No 5/12/2007-CL III dated 8th February, 2011 has granted general exemption from not enclosing annual report of the subsidiary company with the holding company as per Section 212 of the Companies Act, 1956. The Company undertakes that the annual accounts of the subsidiary company and the related detailed information is made available to shareholders of the holding and subsidiary company whenever asked by them at any point of time. The annual account of the subsidiary company is also available for inspection at the registered office of the Company. The company shall furnish a hard copy of details of accounts of subsidiary to any shareholder on demand. 8) FIXED DEPOSITS: Pursuant to the Section 58A of the Companies Act, 1956 and The Companies (Acceptance of Deposits) Rules; 1975, the Company has not accepted any Deposit from the Public. 9) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION: Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1966, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, regarding conservation of energy and technology absorption is not applicable to your Company. 10) FOREIGN EXCHANGE EARNINGS AND OUTGO: (Amount in Rs.) Particulars For the year ended For the year ended as on 31st March, 2011 as on 31st March, 2010 (A) Total Foreign Exchange Earned. 194,321 1,95,626 (B) Total Foreign Exchange Used: 90,673 8,17,058 1) INTERNAL CONTROL SYSTEM AND AUDIT: The internal audit function is carried out by practicing professionals having domain expertise in internal audit. The scope and extent of internal audit encompasses Audit and review of transactions. The Internal Auditor furnishes a report of the Company and in turn and executive summary of observations and Companys comments are made available to there Audit Committee. 2) LISTING: The Shares of your Company are listed on the Stack Exchange, Bombay Stock Exchange and the Annual Listing fee for the financial Year 2011-12 have been paid. 3) PARTICULARS OF EMPLOYEES:- As required under the provision of the Section 217(2A) of the Company* Act, 1956, read with Companies (Particulars Of Employees) Rules; 1975 during the year under the report, no employees of the Company, throughout the year or part of the year was in receipt of the remuneration as specified in Section 217(2A) of Companies (Particulars of Employees)Rules 1975. The Directors wish to place on record their appreciation for the positive co-operation received from its consumers, suppliers, bankers, Government of India. By Order of the Board of Directors For Vintage Cards & Creations Limited Registered Office: Sd/- Flat No. 78, Building No. 10, Satish Kumar Nandigama Bhagvan Bhuvan, Behind Alankar (Whole Time Director) Theather, Agarkar Nagar, Pune 411001. India. Place: Pune Date : 22nd November, 2011.