Vintron Informatics Ltd Management Discussions.

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, 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.

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 Companys 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 Companys 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 Companys Internal Auditors. The Audit Committee of the Board, which meets regularly, actively reviews Internal Control Systems as well as financial disclosures.

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 : 11th August, 2017 DIN: 00019125

INFORMATION AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2017.

A. CONSERVATION OF ENERGY

Your Company is not covered under Industries, which are required to furnish the information in Form-A under Section 134 (3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014. The consumption of energy in the operation of the Company is not significant. However, the Company has taken all steps to optimise the use of energy through improved operational methods.

B. TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT (R & D)

Specific areas in which R & D is carried out : R & D is carried out for improvement in production
by the Company process and quality of products.
Benefits derived as a result of the above R & D : The products have found better acceptability in the market.
Future plan of action : The Company is carrying on R & D to enhance the product features and improve their quality.
Expenditure on R & D
- Capital : NIL
- Recurring : NIL
- Total : NIL
- Total R & D expenditure as a percentage of total turnover : NIL

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

None

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings of the Company were Rs. NIL as compared to Rs. NIL in the previous year. However, the Company has imported raw material/Stores/finished goods etc. including travelling expenses for amount aggregating to Rs.1,377.50 Lacs as compared to Rs. 584.77 Lacs during the previous year.

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 : 11th August, 2017 DIN: 00019125

ANNEXURE-2

To

The Members

VINTRON INFORMATICS LIMITED

F-90/1A, Okhla Industrial Area Phase-I,

New Delhi-110020

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by VINTRON INFORMATICS LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2017 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 - Not

Applicable as the Company did not issue any securities during the financial year under review.

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not Applicable as the Company has not granted any Options to its employees during the financial year under review.

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable as the Company has not issued any debt securities during the financial year under review.

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client- Not Applicable as the Company is not registered as Registrars to an Issue and Share Transfer Agents during the financial year under review.

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - The Company had applied for delisting with Delhi Stock Exchange (DSE) as per BIFR order dated 2nd June, 2009.

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not Applicable as the Company has not bought back any of its securities during the financial year under review.

(vi) The management has identified and informed the following laws as being specifically applicable to the Company:

1. Factories Act, 1948

2. Employees Provident Fund and Miscellaneous Provisions Act, 1952

3. Payment of Wages Act, 1936

4. Payment of Gratuity Act, 1972

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) The Listing Agreement entered into by the Company with Stock Exchange (s) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned except those mentioned in Annexure-A:

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decision at Board Meetings and Committee meetings are carried out unanimously and the views of dissenting members, if any, are captured and recorded as part of the minutes of Board of Directors or committees of the Board, as the case may be. We further report that based on the compliance mechanism established by the Company and on the basis of the Certificates issued by the Departmental Heads of the Company taken on record by the Board of Directors at their meeting(s), we are of the opinion that the management has adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period no major action having a bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. above have taken place.

For Mahesh Gupta and Company

Company Secretaries

Sd/-

MAHESH KUMAR GUPTA

Proprietor

FCS No.: 2870; C P No.: 1999

Place : Delhi

Date : 11th August, 2017

This report is to be read with our letter of even date which is annexed as ‘Annexure-B" and form an integral part of this report.

ANNEXURE-2A

1. The promoters holding is more than 75% and SEBI has issued an order dated 2nd September, 2014 against the Company, its Directors, Promoters and promoters group under section 19 of the Securities and Exchange Board of India, 1992 read with section 11(1), 11(2)(i), 11(4) and 11B thereof and section 12A of the Securities Contracts (Regulation) Act, 1956 for non compliance of minimum public shareholding (MPS) norms as stipulated under Rule 19(2)(b) and 19A of the Securities Contracts (Regulation) Rules, 1957 and Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (MINIMUM PUBLIC SHAREHOLDING COMPLIANCE HAS DONE BY COMPANY UNDER THIS AUDIT PERIOD BY WAY OF OFS DONE ON 28.02.2017 TO 01.03.2017 AND 22.03.2017 TO 23.03.2017)

2. As per Sub-regulation 1 of regulation 6 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company shall appoint a qualified Company Secretary as the compliance officer but Company has appointed Mr. U. S. Lakhera as the compliance officer of the Company instead of Ms. Kajal Gupta, Company Secretary.

3. As per Sub-regulation 2 of regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 1000% shareholding of promoter(s) and promoter group shall be in dematerialized form but VINTRON COMPUTERS PVT LTD (Promoter Company) holds 900 shares in physical form.

ANNEXURE-2B

To

The Members

VINTRON INFORMATICS LIMITED

F-90/1A, Okhla Industrial Area Phase-I,

New Delhi-110020

Our report of even date is to be read along with this letter.

1) Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.

2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifications were done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4) Where ever required, we have obtained the Management Representation about the compliance of Laws, Rules and Regulation and happening of events etc.

5) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on the test basis.

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Mahesh Gupta and Company

Company Secretaries

Sd/-

MAHESH KUMAR GUPTA

Proprietor

FCS No.: 2870; C P No.: 1999

Place : Delhi

Date : 11th August, 2017

ANNEXURE-3

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 134 AND 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Director Category Ratio of Median Remuneration
Shri Raj Kumar Gupta Chairman and Whole Time Director 1218.48
Shri Jagdish Singh Dalal Non-Executive Independent Director 0.00
Shri Satish Chand Non-Executive Independent Director 0.00
Ms. Tripti Pande Desai Non-Executive Independent Director 0.00
Shri Arvind Sharma Managing Director 1259.10
Shri Varun Gupta Whole Time Director and CEO 365.55

ii) The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

Name of the Person Designation % increase in Remuneration
Shri Raj Kumar Gupta Chairman & Whole Time Director 0.00
Shri Jagdish Singh Dalal Non-Executive Independent Director 0.00
Shri Satish Chand Non-Executive Independent Director 0.00
Ms. Tripti Pande Desai Non-Executive Independent Director 0.00
Shri Arvind Sharma Managing Director 0.00
Shri Varun Gupta Whole Time Director and CEO 0.00
Ms. Kajal Gupta Company Secretary 6.38
Shri Dinesh Kumar Gupta Chief Financial Officer 96.74

iii) The percentage increase in the median remuneration of Employees in the financial year: 36.79%

iv) The number of permanent employees on the rolls of Company: 179 employees

v) The explanation on the relationship between average increase in Remuneration and Company Performance:

On an average, employees received an increase of 36.79%. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects Company performance, the performance pay is linked to organizational performance.

vi) Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars Rs. In Lacs
Remuneration of Key Managerial Personnel (KMP) during financial year 2016-2017 (aggregated) 12.65
Revenue from Operations 2,215.62
Remuneration as % of revenue 0.57%
Profit Before Tax (PBT) -920.76
Remuneration as % of PBT -1.37%

vii) Variation in the Market Capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars Unit As at 31/03/2017 As at 31/03/2016 Variation%
Closing rate of Shares at BSE Rs. 1.15 3.42 -66.37%
Earnings per Share Rs. -1.17 -0.33 254.55%
Market Capitalization Rs. 90,109,170.00 267,976,836.00 -66.37%
Price Earnings Ratio Ratio -0.98 -10.36 -9.38%

viii) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with percentile increase in the Managerial Remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration:

The average increase in salaries of employees in 2016-2017 was 36.79%. Percentage increase in the Managerial Remuneration for the year was 68.45%

ix) Comparison of each Remuneration of the Key Managerial Personnel against the performance of the Company:

Particulars Chairman- cum-WTD Managing Director WTD-cum- CEO Chief Financial Officer Company Secretary
Remuneration (Rs. In Lacs) 17.84 18.60 5.40 10.15 2.50
Revenue (Rs. In Lacs) 2215.62 2215.62 2215.62 2215.62 2215.62
Remuneration as % of revenue 0.81% 0.84% 0.24% 0.46% 0.11%
Profit Before Tax (PBT) (Rs. In Lacs) -920.76 -920.76 -920.76 -920.76 -920.76
Remuneration as % of PBT -1.94% -2.02% -0.59% -1.10% -0.27%

x) The key parameters for any variable component of Remuneration availed by the Directors:

The Remuneration & Perquisites of Chairman, Managing Director and Whole Time Director were approved by the members.

xi) The Ratio of the Remuneration of the highest paid Director to that of Employees who are not Directors but receive Remuneration in excess of the highest paid Director during the year: Not Applicable

xii) Affirmation that the Remuneration is as per the Remuneration Policy of the Company:

The Companys Remuneration Policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance base variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms Remuneration is as per the Remuneration Policy of the Company.