Directors Report of Baron Infotech Ltd.

Jun 30, 2014

Dear Shareholders,

The Directors have pleasure in presenting herewith the 17th Annual Report on the business of Your Company together with the Audited Accounts for the financial year ended 30th June, 2014.

FINANCIAL PERFORMANCE:

The Company has been in the process of developing solutions. Some of applications have been given to customers to explore the marketing possibilities. On successful launch of any application generating revenues will start. Till then the spending on the applications is being treated as an expense.

DIVIDEND:

The Directors do not recommend any dividend for the year 2013-14.

DIRECTORS:

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act, 2013 read with Rules thereon, Mr. Katari Venkata Narasimha Raju, Mr. Surampudi Pavan Nandan, Mr. Dutta Chandra Subhash and Mr. Aareti Chandra Sekhar, Independent Directors of the Company are seeking fresh appointment for five consecutive years commencing from the ensuing Annual General Meeting.

PERSONNEL:

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, on rotation of audit firms, and based on the recommendation of the Audit Committee, the Board recommends the reappointment of M/s. Venkata Pavan Kumar & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 3 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting. M/s. Venkata Pavan Kumar & Co., Chartered Accountants, have confirmed that the appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013. Accordingly, the appointment of M/s. Venkata Pavan Kumar & Co., Chartered Accountants, as the Statutory Auditors, is being proposed as an Ordinary Resolution.

DEPOSITS:

The Company has not accepted any deposits during the year.

INFORMATION U/S 217(2A) OF THE COMPANIES ACT, 1956:

None of the employees are drawing remuneration exceeding limits prescribed U/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i. In preparation of annual accounts for the financial year ended 30th June, 2014 the applicable Accounting Standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 30th June, 2014 and of the profit and loss of the Company for the year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the annual accounts on a ‘going concern'' basis. PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975, the directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month if employed for a part of the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review there are no operations which require to be disclosed under this head as per the provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION & ANALYSIS

Management''s Discussion and Analysis Report is enclosed to this report as Annexure-B.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the BSE. Report on Corporate Governance including Auditor''s Certificate on compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as An-nexure - C to this report.

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the Central and State Governments, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole-hearted support. Your Directors commend all the employees of your Company for their continued dedication, significant contributions, hard work and commitment

For and on behalf of the Board

Sd/-

Place : Hyderabad N.V.Rama Raju

Date : 14-11-2014 Managing Director

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Jun 30, 2013

Dear Shareholders,

The Directors have pleasure in presenting herewith the 16th Annual Report on the business of Your Company together with the Audited Accounts for the fnancial year ended 30th June, 2013.

FINANCIAL PERFORMANCE:

The Company has executed some contracts back-to-back. The Company is also negotiating di- rectly with various companies to get off-shore contracts.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975, the directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month if employed for a part of the year.

DIRECTORS:

Mr. S.Pavan Nandan and Mr. D. Chandra Subash, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

AUDITORS:

The Statutory Auditors of the Company, M/s.Venkata Pavan Kumar & Co., Chartered Accoun- tants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re-appointment of M/s. Ven- kata Pavan Kumar & Co., Chartered Accountants, as Statutory Auditors of your Company.

DEPOSITS:

The Company has not accepted any deposits during the year.

INFORMATION U/S 217(2A) OF THE COMPANIES ACT, 1956:

None of the employees are drawing remuneration exceeding limits prescribed U/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 Your Directors confrm that:

i. In preparation of annual accounts for the fnancial year ended 30th June, 2013 the appli- cable Accounting Standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the fnancial year ended 30th June, 2013 and of the proft and loss of the Company for the year;

iii. The Directors have taken proper and suffcient care for the maintenance of adequate ac- counting records in accordance with the provisions of the Company Act 1956, for safe- guarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv The Directors have prepared the annual accounts on a ‘going concern'' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN- INGS AND OUTGO:

During the period under review there are no operations which require to be disclosed under this head as per the provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION & ANALYSIS

Management''s Discussion and Analysis Report is enclosed to this report as Annexure-A.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the BSE. Report on Corporate Governance including Auditor''s Certifcate on compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as An- nexure - B to this report.

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the Central and State Governments, investors, analysts, fnancial institutions, banks, business associates and customers, the medical profes- sion, distributors and suppliers for their whole-hearted support. Your Directors commend all the employees of your Company for their continued dedication, signifcant contributions, hard work and commitment For and on behalf of the Board

Sd/-

Place : Hyderabad N.V.Rama Raju

Date : 30-08-2013 Managing Director

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Jun 30, 2011

Dear Shareholders,

The Directors have pleasure in presenting herewith the 14th Annual Report on the business of Your Company together with the Audited Accounts for the financial year ended 30th June, 2011.

FINANCIAL PERFORMANCE:

The Company has executed some contracts on back-to-back. The Company is also negotiating directly with various companies to get off-shore contracts.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975, the directors are to report that no employee was in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month if employed for a part of the year.

DIRECTORS:

Mr.S.Pavan Nandan and Mr. D. Chandra Subash, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

The relations between the management and the staff were very cordial throughout this year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

AUDITORS:

The Statutory Auditors of the Company, M/s.Venkata Pavan Kumar & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. The Audit Committee and the Board recommend the re-appointment of M/s. Venkata Pavan Kumar & Co., Chartered Accountants, as Statutory Auditors of your Company.

DEPOSITS:

The Company has not accepted any deposits during the year.

INFORMATION U/S 217(2A) OF THE COMPANIES ACT, 1956:

Details of employees drawing remuneration exceeding limits prescribed U/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached with the report.

Baron

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i. In preparation of annual accounts for the financial year ended 30th June, 2011 the applicable Accounting Standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 30th June, 2011 and of the profit and loss of the Company for the year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv The Directors have prepared the annual accounts on a 'going concern' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review there are no operations which require to be disclosed under this head as per the provisions ofthe Companies Act, 1956.

MANAGEMENT DISCUSSION & ANALYSIS

Management's Discussion and Analysis Report is enclosed to this report as Annexure-A.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 ofthe Listing Agreement entered with the BSE. Report on Corporate Governance including Auditor's Certificate on compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure - B to this report.

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the Central and State Governments, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole-hearted support. Your Directors commend all the employees of your Company for their continued dedication, significant contributions, hard work and commitment. For and on behalf of the Board Sd/- Place : Hyderabad N.V.Rama Raju

Date : 10.11.2011 Managing Director

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Jun 30, 2010

Dear Shareholders,

The Directors have pleasure in presenting herewith the 13th Annual Report on the business of Your Company together with the Audited Accounts for the financial year ended 30th June, 2010.

FINANCIAL PERFORMANCE:

The contracts proposed have not materialized during the year under review.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules 1975, the directors are to report that no employee was in receipt of remuneration of Rs.24,00,000/- or more per annum or Rs.2,00,000/- or more per month if employed for a part of the year.

DIRECTORS:

Mr. K.V. Narasimha Raju and Mr. A.Chandra Sekhar, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

The relations between the management and the staff were very cordinal throughout this year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

AUDITORS:

The Statutory Auditors of the Company, M/s. Venkata Pavan Kumar & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re-appointment of M/s. Venkata Pavan Kumar & Co., Chartered Accountants, as Statutory Auditors of your Company.

DEPOSITS:

The Company has not accepted any deposits during the year.

INFORMATION U/S 217(2A) OF THE COMPANIES ACT, 1956:

Details of employees drawing remuneration exceeding limits prescribed U/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is attached with the report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 Your Directors confirm that:

i. In preparation of annual accounts for the financial year ended 30th June, 2010 the applicable Accounting Standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 30th June, 2010 and of the profit and loss of the Company for the year;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Company Act 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

The Directors have prepared the annual accounts on a ‘going concern' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the period under review there are no operations which require to be disclosed under this head as per the provisions of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges. Report on Corporate Governance including Auditor's Certificate on compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as Annexure to this report.

MANAGEMENT DISCUSSION & ANALYSIS:

The Company has not been carrying on its operations due to lack of orders except some training programmes. The Company is exploring various sources to get software contracts.

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the Central and State Governments, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole- hearted support. Your Directors commend all the employees of your Company for their continued dedication, significant contributions, hard work and commitment.

By order of the Board For BARON INFOETECH LIMITED

Place:Hyderabad SD/ Date: 29.11.2010 N.V.RAMA RAJU MANAGING DIRECTOR