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Vintage Cards and Creations
BSE: 532360|NSE: VINCARDS|ISIN: INE810A01022|SECTOR: Printing & Stationery
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« Mar 10
Directors Report Year End : Mar '11
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 March 
                                              31,2011   Year ended 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 arid 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 year''s 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 reappointment.
 
 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 Board recommends his
 reappointment.
 
 The Board of Directors had appointed Mr. Venkata Seetharam Avimeni and
 Mr. Krishna Kishore Garikipati as Additional Directors of the company
 at their meeting held on 07th April, 2011. According to the provision
 of section 260 of the Companies Act,1956. The additional director holds
 the position up to 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 by rotation.
 
 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
 Director''s Report and the Certificate from the Company''s 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 dare 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 & Company (Chartered Accountants), Pune, statutory
 auditors of the Company retire at the forthcoming Annual General
 Meeting and are eligible for reappointment. The Company has obtained a
 Certificate to the effect that their appointment, if made would be in
 conformity with the limits specified 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.
 
 1) INTERNAL CONTROLSYSTEMANDAUDIT:
 
 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 Company''s comments are made
 available to the Audit Committee.
 
 2) LISTING:
 
 The Shares of your Company are listed on the Stock 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 Companies
 Act, 1956, read with Companies (Particulars Of Employees) Rules; 1975
 during the year under the report, no employee 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:
 
 Flat No.78, Building No.10,
 
 Bhagvan Bhuvan, Behind AlankarTheather,                Sd/-
 
 Agarkar Nagar, Pune 411001. India.           Satish Kumar Nandigama
 
                                               (Whole Time Director)
 Place: Pune
 
 Date: 22nd November, 2011.
Source : Dion Global Solutions Limited
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