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Notes to Accounts of Bartronics India Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION

The Company was incorporated as a private limited Company by the name of Super Bar Tronics Private Limited on September 10, 1990. Further, the Company changed its name from Super Bartronics Private Limited to Super Bartronics Limited and subsequently converted into a Public Limited Company w.e.f. July 27, 1995. The name of the Company was changed to Bartronics India Limited on January 1, 1996.

Bartronics is currently engaged in providing solutions based on Bar Coding, one of the oldest AIDC technologies. Since then, in the past two decades, it has been pioneer in introducing newer technologies and solutions in India based on Biometrics, RFID, POS, EAS, and Smart Cards etc.

2. Term Loans from banks viz. Bank of Baroda, Bank of India, Andhra Bank, Indian Bank, Hongkong and Shanghai Banking Corporation Limited, Life Insurance Corporation of India are secured by first pari passu charge on all the immovable and movable fixed assets of the company both present and future and second pari passu charge on the current assets, both present and future, of the company. Further, these loans are secured by personal guarantees and properties of the A.B.S.Reddy

3. Terms of repayment are given below:

a. Loan taken from Bank of Baroda carries an interest rate of 14.75% p.a and is repayable in 24 quarterly installments of Rs.137.50 lakhs each from Feb''2010 to Nov''2015.

b. Loan taken from Bank of india carries an interest rate of 14.75% p.a and is repayable in 18 quarterly installments of Rs.330.00 lakhs each from Apr''2009 to Jul 2013.

c. Loan taken from Andhra bank carries an interest rate of 14.50% p.a and is repayable in 36 monthly installments of Rs.152.78 lakhs each from Aug''2010 to Jul 2013.

d. Loan taken from Indian bank carries an interest rate of 16.25% p.a and is repayable in 24 quarterly installments of Rs.91.67 lakhs each from Nov''2008 to Aug 2014

e. Loan taken from Hongkong and shanghai banking corporation Limited carries an interest rate of 18.75% p.a and is repayable in 3 monthly installments of Rs.30.00 lakhs each.

f. Loan taken from Life Insurance Corporation of India carries an interest rate of 13% p.a and is repayable in 21 quarterly installments of Rs.142.80 lakhs each from Jan''2011 to Jan''2016

4. Contingent Liabilities:

Letters of Credit and Guarantees issued: Rs. & USD. In Lakhs

Particulars As At As At 30. 09. 31.03.2015 2013 (Restated)

Letters of Credit - -

Counter Guarantees Given To Banks Towards:

* Bank Guarantees Issued Rs.591.30 Rs.590.14

* Corporate Guarantees - $ 150

5. Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs. 9,062.09 lakhs (30.09.2013 Rs. 9,374.39 lakhs)] Rs. 1,355.54 lakhs (30.09.2013: Rs. 1,340.56 lakhs).

6. Reserves & Surplus:

Securities Premium:

a. In this Period the company has arrived at an "One time settlement (OTS) of dues with its some of the lenders, as a result the lenders have agreed to waive the principal amount of Rs.97,421,014/-, Interest amount of Rs.41,139,319/- and leased rental charges of Rs.72,184,847/-. The waiver of the principal amount is credited to Capital reserve A/c and interest & Leased rental charges amount is credited to Other Income account.

7. Unsecured Loans:

Foreign Currency Convertible Borrowings (FCCB):

Bartronics India Ltd. had issued Foreign Currency Convertible Bonds (FCCB) for an aggregate sum of USD 50mn in January 2008. These bonds got matured in February 2013. In this regard the company had filed a request for an extension of the maturity of the bonds to May 4, 2014 with Reserve Bank of India which was granted by them vide their letter dated February 21, 2014.

The company has appointed M/s Avista Advisory Group to assess all the options available with the company and finalize best suited approach in order to address the maturity. The options available with the company include restructuring the bonds i.e. rolling over the bonds for next five years or replacing the bonds with fresh bonds, or redeeming all the bonds at a mutually agreeable price. With these available options; the Company, along with M/s Avista Advisory Group has got in touch with the bondholders and has initiated discussions which are at advanced stages now. The company has applied for further extension of the maturity date with Reserve Bank of India and the company is waiting to hear from RBI to move forward. The company is confident of addressing the maturity of Bonds shortly.

8. The Company''s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent in to the profit and loss account.

9. The dues to Micro and Small enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identified by the Company based on enquiries with the parties and information available with the Company. There are no dues to be paid by the company to The Micro, Small & Medium enterprises as per the management.

10. The Company was awarded the "Aapke Dwar" Project in 2009 by the Municipal Corproation of Delhi (MCD). The project envisages availment of various Governments to Citizen (G2C) services. The Company is required to install and operate 2,000 kiosks at various locations in the city to facilitate the above. The Company has also the right to display advertisements on the external walls of the kiosks.

As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs.1,340.56 Lakhs (2012-13 : Rs. 1,426.34 lakhs). Further amounts aggregating to Rs. 9374.39 Lakhs (2012-13:Rs.13,688.82 lakhs )has been advanced for work to be carried out.

In view of the unseemly delays in the allocation of sites by the MCD, the Company has filed a petition in the High Court of Delhi which has initiated the process of arbitration. The Company is confident of arriving at an amicable solution shortly.

11. Previous period''s figures have been restated as suggested by the NSE.


Sep 30, 2013

1. CORPORATE INFORMATION

The Company was incorporated as a private limited Company by the name of Super Bartronics Private Limited on September 10, 1990. Further, the Company changed its name from Super Bartronics Private Limited to Super Bartronics Limited and subsequently converted into a Public Limited Company w.ef. from July 27, 1995. The name of the Company was changed to Bartronics India Limited on January 1, 1996.

Bartronics is currently engaged in providing solutions based on Bar Coding, one of the oldest AIDC technologies. Since then, in the past two decades, it has been pioneer in introducing newer technologies and solutions in India based on Biometrics, RFID, POS, EAS, and Smart Cards etc

2. Contingent Liabilities:

Letters of Credit and Guarantees issued: Rs. & USD. In Lakhs

As At As At particulars 30. 09. 2013 30. 09. 2012

Letters of Credit - -

Counter Guarantees Given to Banks Towards:

- Bank Guarantees Issued Rs.590.14 Rs.573.83

- Corporate Guarantees $ 150 $150

3. Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs.9,374.39 lakhs (30.09.2012 Rs. 8,312.07 lakhs)] Rs1,340.56 lakhs (30.09.2012: Rs. 1,555.54 lakhs )

4. Reserves & Surplus:

Securities Premium:

a. The Company charges the premium payable on redemption of Foreign Currency Convertible Bonds to the securities premium account over the life of the bond. Had the Company provided the full liability of premium payable on redemption of bonds in terms of the provisions of Accounting Standard-29 ''Provisions, Contingent Liabilities & Contingent Assets'' in Securities Premium Account in the year of issue, the additional liability would have been Rs.1194.91 Lakhs (30.09.2012 Rs. 789.79 Lakhs).

5. Related Party Disclosures:

The following are related parties as defined in "Accounting Standard (AS) 18- Related Party Disclosures" notified under The Companies (Accounting Standards) Rules, 2006.

1. The above figures exclude provision for gratuity and compensated absences actuarially valued as separate figures are not available.

2. As per the term of appointment, no commission is payable to Managing Director or Whole time Directors, accordingly computation of Net Profit in accordance with Section 309(5) of the Companies Act, 1956 is not given.

6. Segment Reporting

1. The activities of the Company relate to only one business segment i.e. the business of providing Automatic Identification & Data Capture (AIDC) solutions.

2. Information relating to Secondary Segment based on geographical location:

Note: Based on expert opinion the deferred tax expense in the previous year has been recognized using previous year applicable effective tax rate being Minimum Alternate Tax (MAT) rate.

Note: Figures in italics relate to previous year

Note: Only Provisions has been Made in the books but no payments were made.

i. Discount Rate

The discount rate is based on the prevailing market yield on Indian Government Securities as at the balance sheet date for the estimated term of the obligations.

7. The Company''s significant leasing arrangements are in respect of operating leases for premises (office, stores, godowns, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent in to the profit and loss account.

8. The dues to Micro and Small enterprises as defined in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identified by the Company based on enquiries with the parties and information available with the Company. There are no dues to be paid by the company to The Micro, Small & Medium enterprises as per the management.

9. The Company was awarded the "Aapke Dwar" Project in 2009 by the Municipal Corproation of Delhi (MCD). The project envisages availment of various Governments to Citizen (G2C) services. The Company is required to install and operate 2,000 kiosks at various locations in the city to facilitate the above. The Company has also the right to display advertisements on the external walls of the kiosks.

As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs.1,426.34 Lakhs(2011-12 : Rs. 1,426.34 lakhs). Further amounts aggregating to Rs. 13,688.82 Lakhs(2011-12:Rs. 13,474.47.10 lakhs )has been advanced for work to be carried out.

In view of the unseemly delays in the allocation of sites by the MCD, the Company has filed a petition in the High Court of Delhi which has initiated the process of arbitration. The Company is confident of arriving at an amicable solution shortly.

10. Due to no profits in the Company the remuneration of Directors as fixed by the members for the financial year 2012-13 is exceeding the permissible remuneration under the Companies Act, 1956 by 82.18 Lakhs. The Company is taking necessary steps.

11. Previous period''s figures have been regrouped / reclassified wherever necessary to correspond with the current year''s classification/disclosure.


Mar 31, 2011

1. Contingent Liabilities:

Rs. In Lakhs

As At As At

Particulars 31. 03. 2011 31. 03. 2010

Counter Guarantees Given To Banks Towards:

-Bank Guarantees Issued 497.97 71.38

2. Estimated amount of contracts remaining to be executed on capital account and not provided for [Net of advance Rs.15,265.87 lakhs (31.03.2010 Rs. 18,322.43 lakhs)] Rs.29,643.67 lakhs (31.03.2010: Rs. 26,734.64 lakhs )

3. Share Warrants:

The Company has issued 6,300,000 Convertible Share Warrants of Rs 10 each at a premium of Rs 222 per warrant belonging to the promoter and promoter group and 2,000,000 Compulsory Convertible Warrants of Rs.10 each at a premium of Rs.152.25 per warrant to non-promoter group during February, 2010.These are convertible into equity shares at a later date but before expiry of 18 months from the date of issue in one or more tranches. As per the terms of issue, the Company has received 25% value as advance against the said Compulsory Convertible Warrants aggregating to Rs. 4,465.25 Lakhs.

premium payable on redemption of Foreign Currency Convertible Bonds to the securities premium account over the life of the bond. Had the Company provided the full liability of premium payable on redemption of bonds in terms of the provisions of Accounting Standard-29 'Provisions, Contingent Liabilities & Contingent Assets' in Securities Premium Account in the year of issue, the additional liability would have been Rs.3,581.92 Lakhs. (31.03.2010 Rs. 5,305.05 Lakhs)

4. Secured Loans:

i. Term Loans:

a. Term loans availed from banks and fnancial institutions are secured by:

v Equitable mortgage of the Company's immovable property at Raj Bollaram Village.

v First pari passu charge on all fixed assets, present and future and pari passu second charge on

all the current assets both present and future.

v The personal guarantees of certain promoters.

b. Amounts repayable within twelve months in respect of Term Loans: Rs.6,024.01 Lakhs (31.03.2010: Rs. 4,114.25 Lakhs)

ii. Working Capital Loans:

Working Capital loans availed from banks are secured by:

v First pari-passu charge on all the movable properties both present and future including without its limitation its stock in trade, receivables, investments, deposits and other movables.

v First pari passu charge on all the current assets and pari passu second charge on all the moveable fixed assets of the Company.

v The personal guarantees of certain promoters.

iii. Hire Purchase Loans:

a. Equipment and Vehicle loans from others are secured by hypothecation of equipments/vehicles acquired out of the said loans.

b. Amounts repayable within twelve months in respect of equipment/vehicle loans: Rs. 468.95 Lakhs (31.03.2010: Rs 7.52 Lakhs).

5. Unsecured Loans:

Foreign Currenzcy Convertible Borrowings (FCCB):

The Company raised US$ 25 Million ('FCCB-I') on 09.06.2007 and US$ 50 Million ('FCCB-II') on 04.01.2008 through the issue of zero coupon Foreign Currency Convertible Bonds. Bond holders have an option to convert each bond of US$ 100000 into shares of Rs. 10/- each at the conversion price of Rs.140/- in respect of the FCCB-I and at the conversion price of Rs.290/- in respect of FCCB-II. The bonds are redeemable with a yield to maturity of 7.25% in case of FCCB-I and 6.65% in case of FCCB-II. During the year Nil (31.03.2010: 23,78,340) shares were allotted out of the FCCB-I consequent to conversion of balance Nil Bonds (31.03.2010: 60 bonds) aggregating to US$ Nil (31.03.2010 US$ 60 Lakhs). The balance bonds unless converted will be redeemed on 4th February, 2013 in respect of FCCB-II [The entire issue of 250 bonds relating to FCCB-I aggregating to US$ 250 Lakhs stand converted into equity shares as at 31.03.2010]

FCCB-II Price Reset: Pursuant to the terms and conditions of FCCB-II Bond issue the conversion price has been reset from Rs.290 to Rs.232 on 6 July, 2009 and further to Rs.191.25 on 4 January, 2010.

6. Sales :

Self Developed Software:

Development cost for self developed software's has been charged to the Profit & loss accounts in the earlier years.

7. Sundry Debtors:

Sundry Debtors (Schedule 8) Considered Good, includes amount aggregating to Rs. 36,577.76 Lakhs which have been outstanding for more than six months. On account of the economic slowdown and consequent recessionary conditions in the global market there have been delays in recovery of such amounts and in respect of which necessary applications have been fled with the authorised dealers.Given the fact that the amounts are recoverable from customers with whom the Company, has a long standing relationship, management is confdent of realising the amounts due and no provisions are required on these accounts at this stage.

8. Cash & Bank Balances:

a. Cash on Hand includes Rs. 0.26 lakhs (31.03.2010: Rs.0.40 lakhs) held in foreign currency.

9. Inventories:

Finished goods inventory includes bought out software aggegating to Rs.314.13 Lakhs which has remained in stock for over a year. Management is confdent of realising a sale value not lower than its current carrying cost and consequently, no provision has been made on this account.

10. Related Party Disclosures:

The following are related parties as defned in "Accounting Standard (AS) 18 - Related Party Disclosures" notifed under The Companies (Accounting Standards) Rules, 2006.

11. Segment Reporting

1. The activities of the Company relate to only one business segment i.e. the business of providing

Automatic Identifcation & Data Capture (AIDC) solutions.

i) Discount Rate

The discount rate is based on the prevailing market yield on Indian Government Securities as at the balance sheet date for the estimated term of the obligations.

ii) Salary Escalation Rate

The estimates of future salary increase considered takes into account the infation, seniority and other relevant factors

12. Current Income Tax:

Current tax represents income tax payable on the book Profits computed under Section 115JB of the Income Tax Act, 1961.

13. The Company's significant leasing arrangements are in respect of operating leases for premises (Offices, equipment's etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent expense to the Profit and loss account.

14. The dues to Micro and Small enterprises as defned in The Micro, Small & Medium Enterprises Development Act, 2006 (the Act) are identifed by the Company based on enquiries with the parties and information available with the Company. This has been relied upon by the auditors.

15. The Company was awarded the "Aapke Dwar" Project in 2009 by the Municipal Corproation of Delhi (MCD). The project envisages availment of various Government to Citizen (G2C) services. The Company is required to install and operate 2,000 kiosks at various location in the city to facilitate the above. The Company has also the right to display advertisements on the external walls of the kiosks.

As at the balance sheet date 300 kiosks have been constructed and for the balance 1,700 kiosks, allotment of clear sites by MCD is awaited. Capital Work-in-progress includes the amounts expended on such construction which aggregates to Rs. 4,112.58 lakhs. Further amounts aggregating to Rs. 14,893.10 lakhs has been advaced for work to be carried out.

In view of the unseemly delays in the allocation of sites by the MCD, the Company has fled a petition in the High Court of Delhi which has initiated the process of arbitration. The Company is confdent of arriving at an amicable solution shortly.

16. Previous year's figures have been regrouped/ rearranged/reclassified wherever necessary to confirm to current year's presentation.

 
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