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Directors Report of Bartronics India Ltd.

Mar 31, 2023

The Board of Directors and has pleasure in presenting the Thirty First (31st) Annual Report, Audited Financial Statements of the Company for the financial year ended 31st March, 2023.

I. FINANCIAL PERFORMANCE:

Highlights of financial performance of your company during the financial year and corresponding numbers for previous financial year are:

(Rupees in Lakhs)
	Standalone		Consolidated
Particulars	2022-23 (12 months)	2021-22 (12 months)	2022-23 (12 months)	2021-22 (12 months)
Profit Before Depreciation & Interest	253.80	577.09	253.80	577.09
Financial Costs	2619.14	5238.27	2619.14	5238.27
Depreciation	417.80	426.99	417.80	426.99
Profit Before Extraordinary Items	(2783.14)	(5088.18)	(2783.14)	(5088.18)
Extraordinary Items	15752.20	-	45970.18	-
Profit Before Tax	12969.05	(5088.18)	43187.04	(5088.18)
Provision for Tax
- Current Tax	-	-	-	-
- Deferred Tax	(1946.61)	58.06	(1946.61)	58.06
Profit After Tax	11,022.44	(5030.12)	41,240.43	(5030.12)
Balance of profit brought forward from earlier years	(37924.93)	(34076.56)	(20026.47)	(17298.52)
Add: Excess Provision for IT written off	-	-	-	-
Less : OCI	-	1181.75	-	1181.75
Less : Adjustment	28.75	-	2194.57	1120.42
Profit available for appropriation	(26873.74)	(37924.93)	23408.53	(20026.47)
Appropriations:
Proposed Dividend:
- Equity	-	-	-	-
- Preference	-	-	-	-
- Dividend Tax	-	-	-	-
Balance of Profit	(26873.74)	(37924.93)	23408.53	(20026.47)

2. Business Update And State Of Companyâs Affairs:

Your company started with proving solutions based on barcode and has emerged as leading player in the country to provide solutions using umbrella of AIDC technologies. Your company also has state of the art manufacturing facility with the capacity to manufacture 80mn smart cards per annum. Using these two synergies the company could successfully venture into Financial Inclusion projects driven by Reserve Bank of India popularly known as âJan Dhan Yojanaâ. The exposure to government driven projects give your company revenue visibility and we expect this momentum to continue given the un-deterred Governmentâs focus.

The information on Companyâs affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report Annexure - VI.

3. Change in the nature of the business, If any:

During the period under review and the date of Boardâs Report there was no change in the nature of Business.

However, the Company has amended its main objects of the Company by incorporating Clauses 6,7 and 8 after existing Clause 5 of the Main Objects vide Special Resolution passed by the shareholders through postal ballot and remote e-voting on 23rd June, 2023 and same was approved by the Registrar of Companies, Hyderabad on 08th August, 2023.

4. Transfer to Reserves:

Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the âRetained Earningsâ. The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2023 is Rs. (504.98) Lakhs.

5. Dividend:

As the Company recently in March, 2023 came out of âCorporate Insolvency and Resolution Process (CIRP)â and in the absence of profit, your directors are unable to declare any dividend for the financial year 2022-2023.

6. Subsidiary / Associate Companies / Joint Venture Companies:

Subsidiary Companies:

Your Company has two subsidiary companies viz., Bartronics Asia Pte. Limited and Bartronics Middle East FZE and Three step down subsidiary companies viz., Bartronics Hong Kong Ltd, Veneta Holdings Ltd and Burbank Holdings Ltd.

Bartronics Asia Pte Limited:

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limited on 14th June 2007, in the Republic of Singapore with a Share Capital of US$ 7,69,500. Bartronics Asia Pte Limited (BAPL) acquired the only issued share of Cason Limited on December 21, 2007; subsequently the name of the Company was change to Bartronics Hong Kong Limited with effect from 15th October, 2008. In the month of April 2011, BAPL acquired the only share of Veneta Holdings Limited, Mauritius making it its wholly owned subsidiary. BAPL

had incorporated another subsidiary in Mauritius named Burbank Holdings Limited.

Bartronics Middle East Fze:

Bartronics Middle East FZE, Sharjah, UAE was incorporated on June 22, 2010 as a wholly owned subsidiary of Bartronics India Limited with a share capital of AED 1,50,000 Shares.

A separate statement containing the salient features of the Financial Statement for the financial year ended 31st March, 2023 of the aforesaid Subsidiary Companies are included in the Annual Report as Form AOC-1 as an Annexure â I.

The present promoters and management of the company took over the control of the Company on March 28, 2023, upon successful implementation of the Resolution Plan. Subsequently, it was found that the investments made by the Company, present in the books in the form of subsidiaries, continued in the books despite not being functionally existing. In order to give transparent view of Companyâs Assets, the new Board has written off such investments. The Board has further decided not to consolidate the financials from its subsidiaries, which could tantamount to be misrepresentation. The Company will absorb costs arising out legal and statutory expenses from these subsidiaries as and when it is incurred.

7. Consolidated Financial Statements:

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per provisions of Companies Act, 2013, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 129, 133 of the Companies Act, 2013 and as per Schedule III of the Companies Act, 2013. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first proviso of Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary Company in Form AOC-1 is appended to this report, which forms part of the Financial

Statements. The separate Audited Financial Statements in respect of the Subsidiary are also available on the website of the Company at www.bartronics.com.

8. Share Capital:

The Company was admitted into Corporate Insolvency Resolution Process (âCIRPâ) vide Honâble National Company Law Tribunal, Hyderabad Bench (âNCLTâ) order dated 2nd December, 2019. Pursuant to the approval of the resolution plan by the NCLT vide its order dated 10th March, 2022, the successful resolution applicant

i.e., Kinex India Private Limited (formerly known as Antanium India Private Limited) took over the control of the Company on 28th March, 2023 post implementation of the resolution plan.

The brief particulars of the Resolution Plan pursuant to NCLT Order, Hyderabad Bench under provision of Insolvency & Bankruptcy Code, 2016 are as mentioned below:

a) The Scheme of Reduction of Capital of the Company was approved by Honâble National Company Law Tribunal, Hyderabad Bench, vide order dated 10.03.2022.

b) As per the Resolution Plan approved by Honâble NCLT, the issued, subscribed and paid-up equity capital of the company stand reduced from Rs. 34,04,88,610/- (Indian Rupees Thirty-Four Crore Four Lakh Eighty-Eight Thousand Six Hundred and Ten only) consisting of 3,40,48,861 equity shares of Face Value of Rs. 10/- each to Rs. 30,45,76,740/- (Indian Rupees Thirty Crore Forty Lakh Seventy-Six Thousand Seven Hundred and Fourty only), consisting of 30,45,76,740 equity shares of Re. 1/- each.

c) Subsequently, as an integral part of the Resolution Plan, Post Face value reduction, there will be a selective reduction of the existing Promoter Group of the Company whereby 35,91,187 shares each held by Promoter and Promoter group shall be extinguished/ cancelled without any payout to the existing Promoter Group.

The Company has allotted 27,41,19,066 fully paid up equity shares having face value of Re. 1/- to Kinex India Private Limited (formerly known as Antanium India Private Limited) (i.e. the Successful Resolution Applicant) on 28th March, 2023 pursuant to the approved Resolution Plan.

The existing Authorized Share Capital of the Company as on 31st March, 2023 stands at Rs. 110 crores divided

into 110,00,00,000 equity shares of Rupees 1/- each, the subscribed and paid up capital stand at Rs. 30.45 crores divided into 30,45,76,740 equity shares of Rupees 1/- each.

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employeeâs stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act is required to be given.

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

5. Preferential Allotment of Shares: The Company has not issued any securities during the year under review.

Employees Stock Options:

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

9. Changing the place for keeping the Books of Accounts of the Company along with the Shifting of Corporate office:

The corporate office of the Company shifted from # 8-2-120/77/4B, Besides NTR Bhavan, Road No. 2, Banjara Hills, Hyderabad, Telangana - 500 034 to Plot No 193, Block-B, Kavuri Hill, GB Pet, Madhapur, Hyderabad, Telangana - 500 033 w.e.f. August 05, 2019.

10. Material Changes & Commitment affecting the financial position of the Company:

There were two material changes having impact on the financial position of the Company are as follows:

1. Approval of resolution plan pursuant to the relevant

provisions of Insolvency and Bankruptcy Code, 2016, where the business of the Company was taken over by Kinex India Private Limited (formerly known as Antanium India Private Limited), and the business of the Company was handed over to the new management on 28th of March, 2023.

2. Reduction of share capital was also taken place where the face value per share was reduced to Rupees 1/- per equity share from Rupees 10/- per equity share.

3. Extinguished the shareholding of erstwhile promoters of the company due to initiation of Corporate Insolvency and Resolution Process (CIRP) against the Company.

Except the above no other material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

11. Public Deposits:

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable

12. Particulars of Loans, Guarantees and Investments:

During the year under review no loans has been taken, guarantee has been given and no investment has been made by the Company.

Further members may also refer the relevant notes to accounts in the Financial Statements for further information about the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

13. Contracts and Arrangements with Related Parties:

To comply with the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company took necessary prior approval of the Audit Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2022-23 with related parties, as defined under the Act and SEBI (LODR) Regulations were in the ordinary course of business and on armâs length basis.

During the year under review, your Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather; these were synchronized and synergized with the Companyâs operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 2.31 of the Standalone Financial Statements, forming part of the Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded on website of the Company (i.e www.bartronics.com).

Pursuant to Regulation 23(9) of SEBI (LODR) Regulations, related party transactions are reported to the Stock Exchanges on a half yearly basis.

Since all transactions which were entered into during the Financial Year 2022-23 were on armâs length basis and in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2022-23 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

14. Meetings of the Board:

The Board could not have the meetings as the Board got suspended by the order of the Honâble NCLT.

Meetings of the Monitoring Agent / Resolution Professional:

After taking over the management and company operations, the Monitoring Agent / Resolution Professional met 6 (Six) times during the financial year 2022-23 on 25th May, 2022, 10th August,2022, 1st September, 2022, 14th November, 2022 , 14th February, 2023 and 28th March, 2023.

Approval of resolution plan pursuant to the relevant provisions of Insolvency and Bankruptcy Code, 2016, where the business of the Company was taken over

by Kinex India Private Limited (formerly known as Antanium India Private Limited), and the business of the Company was handed over to the new management on 28th of March, 2023 and new Board was constituted on 28.03.2023.

The Monitoring Agent in consultation with the successful Resolution Applicant has approved the following at their meeting held on 28th March, 2023:

1. Allotment of 27,41,19,066 fully paid up equity shares having face value of Re. 1/- to Kinex India Private Limited (formerly known as Antanium India Private Limited), the Successful Resolution Applicant;

2. Appointment of new Board of Directors and reconstitution of Committees for Bartronics India Limited;

3. Noted cessation of the suspended Directors of the Company;

4. Handed over the company to the new Chairman cum Managing Director and noted that Handing Over date is March 28, 2023.

During the year, Six Board Meetings were held, the details of which are given the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards â 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

15. Appointment / Re-Appointment / Resignation / Retirement Of Directors /CEO/ CFO and Key Managerial Personnel: a) Appointm ents:

The Board at its meeting held on 14.08.2023 appointed N. Vidhya Sagar Reddy (DIN: 09474749) as the Additional Director and Designated as Chairman cum Managing Director and he shall hold office upto the date of ensuing AGM. Your Company is in receipt of notice under Section 160 of the Act, from a Shareholder proposing his candidature for appointment as Director, not liable to retire by rotation under the category of Executive & Non-Independent Director of the Company. The Board on the recommendation of Nomination and Remuneration Committee, recommended his appointment as Director not liable to retire by rotation.

Re-appointments:

In accordance with the provisions of Section 152 of the

Act and in terms of the Articles of Association of the Company, Ms. Vilasitha Dandamudi (DIN: 08272465) Non-Executive & Non-Independent Director is liable to retire by rotation at the ensuing AGM and being eligible, offered herself for re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommended her reappointment. Relevant resolutions seeking shareholdersâ approval forms part of the Notice.

Resignations:

During the year the following Directors have resigned from the Board on 28th March, 2023 pursuant to the approved Resolution Plan. The Board of Directors have taken on record their valuable contributions / guidance during their tenure as Directors of the company

1. Udai Sagar Kanukolanu, Managing Director

2. Avula Balliahgari Satyavas Reddy, Director

3. Varshitha Gaddam, Director

Key Managerial Personnel:

Pursuant to provisions of section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company as on March 31, 2023 are as follows:

*Mr. Venu Gopal Thota, Managing Director,

**Ms. Apeksha Naidu, Company Secretary & Compliance Officer

Mr. Naveen Kumar Reddy Bheemavarapu - Chief Financial Officer.

*-Resigned as the Director & Managing Director of the Company w.e.f: 14.08.2023

**-Resigned as Company Secretary and Compliance Officer with effect from 17.07.2023.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

16. Performance Evaluation Criteria for Directors:

The Board of the Company was suspended because of Corporate Insolvency & Resolution Process; hence no such formal Board evaluation was done during the year.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, A separate meeting of Independent

Directors to evaluate the performance evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from management could not be held as the Board of Directors got suspended by the order of the Honâble NCLT.

17. Declaration from Independent Directors on Annual Basis:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (LODR), Regulations, 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

18. Policy on Directorâs Appointment and Remuneration and Other Details:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015.

In accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management.

The company affirms that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

20. Board and Committees of the Board:

As on the date of approval of Directorsâ Report, following are the Committees of Board of Directors of the Company constituted under Companies Act, 2013 and applicable of SEBI (LODR) Regulations.

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholdersâ Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

21. Remuneration policy

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Companyâs Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at http://www. bartronics.com. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

22. Risk Management:

The Risk Management policy of your Company is focused on ensuring that risks are known and addressed. The Board of Directors, on recommendation of the Audit Committee, established a robust Risk Management framework by framing a Risk Management Policy to deal with all risks including possible instances of fraud and mismanagement, if any. The Risk Management Policy details the Companyâs objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

The Board is of the opinion that there are no elements of risks that may threaten the existence of the Company. The board periodically tracks the progress of implementation of the Risk Management policy.

23. Corporate Social Responsibility (CSR):

Since the Company did not have required profits (average net profits for the last three financial years), it was not obligated to contribute towards CSR activities during FY 2022-23. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2022-23.

24. Statutory Auditors:

M/s. NG Rao & Associates., Chartered Accountants (Firm Registration No. 009399S) were appointed as Statutory Auditors of the Company for a period of 5 years in the AGM held on 28.09.2018 and accordingly their term of 5 years has come to an end with the conclusion of 31st AGM of the Company. The Audit Committee and the Board of Directors have placed on record their appreciation for the professional services rendered by M/s. NG Rao & Associates., Chartered Accountants during their association with the Company as its auditors.

The Audit Committee recommended M/s. Brahmayya & Co, Chartered Accountants (Firm Registration No. 000511S), as the Companyâs new Statutory Auditor in place of retiring auditors. The proposed auditors have confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. Thus, based on the recommendations of the Audit Committee and the Board of Directors, it is hereby proposed to appoint M/s. Brahmayya & Co, Chartered Accountants, (Firm Registration no. 000511S), as the Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of this Annual General Meeting (AGM) until the conclusion of the 36th Annual General Meeting to be held in the year 2028 subject to the approval of the members.

M/s. Brahmayya & Co, Chartered Accountants have consented their appointment as Statutory Auditors and

have confirmed that if appointed, their appointment will be in accordance with section 139 read with section 141 of the Companies Act, 2013.

M/s. Brahmayya & Co, Chartered Accountants, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the âPeer Review Boardâ of the ICAI.â

Auditors Report:

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditorâs Report for the financial year ended March 31, 2023 and there are no qualifications, reservations or adverse remarks in the Auditorâs Report.

25. Internal Control Systems and their Adequacy:

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis.

26. Internal Auditors:

The Company has appointed M/s. Kommula & Co., Chartered Accountants, Hyderabad as Internal Auditors of the Company for the Financial Year 2022-23.

27. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. RPR & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for financial year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II-A of this Report.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that there are some qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. Which are self explanatory.

Annual Secretarial Compliance Report:

The Company has filed the Annual Secretarial Compliance Report for the financial year 2022-23 with the BSE Limited and National Stock Exchange of India Limited, the report was received from a Practicing Company Secretary and filed within the stipulated time as specified under Regulation 24A of the SEBI (LODR) Regulations, 2015. The report of the Annual Secretarial Compliance is enclosed herewith vide Annexure-II-B of this Report.

28. Reporting of fraud by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act.

29. Compliance with Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

30. Insurance:

All properties and insurable interests of the Company including building, plant and machinery and stocks have been fully insured.

31. The details of Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the going concern status:

There were no instances of non-compliance by the company and no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future except the order dated 02.05.2023 passed by the National Company Law Tribunal, Hyderabad in the matter of IA(IBC)/598/2023 in CP(IB) No.375/7// HDB/2019 under Section 7 of IBC, 2016 with regard to the successful implementation of the approved resolution plan and handing over the Corporate Debtor to successful Resolution applicant.

32. Directorsâ Responsibility Statement:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Act (to the extent notified) and guidelines issued by SEBI. Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:

a. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) had been followed and that no material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year i.e. March 31, 2023 and of the profit of the Company for that period.

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the Annual Accounts for the Financial Year ended March 31, 2023 on a going concern basis.

e. They have laid down internal financial controls for the company and such internal financial controls are adequate and were operating efficiently, and

f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. Statement of Particulars of Appointment and Remuneration of Managerial Personnel / Employees:

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is provided along with a statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, employees employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure â III to this report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure â IV.

34. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behavior, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at www.bartronics.com.

35. Annual return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of annual return is uploaded on website of the Company, which can be accessed through http://bartronics.com/Annual%20 return.html

36. Valuation:

During the year under review, there were no instances of one time settlement with any Banks or Financial Institutions.

37. Disclosure Requirements:

As per SEBI Listing Regulations, the Corporate Governance Report along with the Practicing Company Secretaryâs Certificate thereon, and the Management Discussion and Analysis are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

38. Proceedings under Insolvency and Bankruptcy

Code:

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

Company was under corporate insolvency resolution process initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year 2019 by the financial creditors for nonpayment of dues.

Many resolution plans presented by the resolution applicants out of which resolution plan presented by the Kinex India Private Limited (Formerly known as

Antanium India Private Limited), was approved by the Committee of Creditors and further approved by the Honâble NCLT, Hyderabad bench on 10 th March, 2022, and after completing the remaining formalities finally the Company was handed over to the new management by the resolution applicant on 28th of March, 2023, since then no corporate insolvency resolution processes was initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

39. Cost auditors:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2023, is not applicable to the Company.

40. Disclosure under the Sexual Harassment of women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The Board in its meeting held on 14th August 2023 has constituted its Internal Complaints committee (ICC) to provide protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto.

All employees are covered under this policy. During the year 2022-2023, there were no complaints received by the Committee.

41. Code of Conduct for the Prevention of Insider Trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading (âInsider Trading Codeâ) and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (âUPSIâ).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.bartronics.com.

42. Familiarization Program for Independent Directors:

Independent Directors are familiarized about the Companyâs operations and businesses. Interaction with the Business heads and key executives of the Company

is also facilitated. Detailed presentations on important policies of the Company is also made to the directors.

Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/ its businesses and the group practices. The details of the familiarization programme of the Independent Directors are available on the website of the Company at the link: https://bartronics.com/Regulation%2046%20PDF/ BIL%20Familiarisation%20programmes%20for%20 Independent%20Directors%202023.pdf

43. Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Protection Fund under the Section 125(1) and Section 125(2) of the Act.

44. Industry Based Disclosure:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

45. Disclosure of Adequacy of Internal Financial Controls:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure - VI and forms part of this Report.

46. Disclosure of particulars with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure - V attached hereto and forms part of this Report.

47. Other Information:

(i) Management Discussion and Analysis

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report as Annexure-VI.

(ii) Business Responsibility & Sustainability Report:

As the Company does not fall under top 1000 Listed entities, therefore Business Responsibility & Sustainability Report (BRSR) is not forming part of this report.

(iii) Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report. The certificate from M/s. RPR & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report as Annexure-VII.

(iv) Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://bartronics.com/Regulation46 of%20SEBILODR.html.

(v) Environment and Social Obligation:

The Companyâs plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

(vi) Human Resource Management:

The Company believes that Human Resource is its most valuable resource, which has to be nurtured well and equipped to meet the challenges posed by the dynamics of Business Developments. The Company has a policy of continuous training of its employees both in-house. The staff is highly motivated due to good work culture, training, remuneration packages and the values, which the company maintains. Your Directors would like to place on record their deep appreciation of all employees for rendering quality services and to every constituent of the Company be its customers, shareholders, regulatory agencies or creditors. Industrial relations have remained harmonious throughout the year.

(vi) Listing:

The Equity Shares of your Company are listed on Bombay Stock Exchange Limited (Scrip Code: 532694) and National Stock Exchange of India Limited (Scrip Code: ASMS). It may be noted that there are no payments outstanding to the Stock Exchanges by way of Listing Fees. The company has paid the listing fee for the financial year 2023-24.

(vii) MD & CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the MD/CFO certification is attached with the annual report as Annexure -VIII.

(viii) Non-Executive Directorsâ Compensation and Disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors other than the Sitting fees, commission and reimbursement of expenses.

(ix) Failure to Implement Corporate Actions:

During the year under review, no corporate actions were done by the Company, which have failed to be implemented.

(x) Agreements/MOU entered by the Company:

During the year under review company has not entered into any agreement or MOU with anyone.

(xi) Statutory compliance:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

(xii) Unclaimed securities demat suspense account:

There were no unclaimed securities to be kept in the de-mat suspense account.

(xiii) Revision of Financial Statements: There was no revision of the financial statements for the year under review.

48. Acknowledgements and Appreciation:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support, cooperation and encouragement to the Company.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

Mar 31, 2016

To the Members,

The Board of Directors have pleasure in presenting the Twenty Fourth Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2016.

I. FINANCIAL PERFORMANCE:

Your Company has achieved a turnover of Rs. 6,197.98 lakhs for the financial year ended 31st March, 2016 against the turnover of Rs. 4,387.06 lakhs for the previous year ended 31st March, 2015, recording a growth of 41.28%. Key highlights of financial performance of your Company for the financial year 2015-16 are provided below:

(Rs. in Lakhs)

Particulars	2015-16 (12 months)	2013-2015 (18 months)
Profit Before Depreciation & Interest	2937.50	(47.89)
Financial Costs	5364.15	7,004.75
Depreciation	1115.93	5,721.11
Profit Before Tax	(3542.58)	(12,773.75)
Provision for Tax
- Current Tax	-	-
- Deferred Tax	(224.90)	(1,528.94)
Profit After Tax	(3317.69)	(11,244.81)
Balance of profit brought forward from earlier years	(8397.70)	2,847.11
Add: Excess Provision for IT written off	-	-
Profit available for appropriation	(11715.39)	(8,397.70)
Appropriations:	-	-
Proposed Dividend:	-	-
- Equity	-	-
- Preference	-	-
- Dividend Tax	-	-
Balance of Profit	(11715.39)	(8,397.70)

Business:

Your Company started with proving solutions based on barcode and has emerged as leading player in the country to provide solutions using umbrella of AIDC technologies. Your Company also has state of the art manufacturing facility with the capacity to manufacture 80mn smart cards per annum. Using these two synergies the Company could successfully venture into Financial Inclusion projects driven by Reserve Bank of India popularly known as âJan Dhan Yojanaâ. The exposure to government driven projects give your Company revenue visibility and we expect this momentum to continue given the un-deterred Governmentâs focus.

Foreign Currency Convertible Bonds (FCCB):

Your Company, during 2007-08 had successfully issued Foreign Currency Convertible Bonds (FCCBs) as under:

Particulars	Year of Issue	Size of Issue (In Million US$)
FCCB 2013	2007-08	50

Conversion Period	FCCB 2013 (January 09, 2008 and January 23, 2013)
Conversion Price per Equity Shares (Rs)	191.25
Number of shares converted till 31st March, 2016 out of FCCB 2013 issue	Nil
Outstanding FCCBs as on 31st March, 2016 (In Millions US$)	50

The Foreign Currency Convertible Bonds (FCCBâs) are listed on the Singapore Stock Exchange. These bonds were due for redemption in February 2013. The Company has appointed M/s. Avista Advisory Group, Mumbai, 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, Mumbai, has got in touch with the bondholders and has initiated discussions which are at advanced stages now. 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 vide letter dated February 21, 2014. The Company has applied for further extension of the maturity of the Bonds to RBI and is waiting to hear from them to move forward. The Company is confident of addressing the maturity of Bonds shortly.

Changes to Share Capital:

At present the Authorized Share Capital of the Company stands at Rs. 110 crores and the paid up capital stand at Rs. 34.04 crores There has been no change in the share capital during the period ended 31st March, 2016.

Consolidated Financial Statements:

The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned. A gist of the financial performance of the subsidiary Companies is contained in the report.

Dividend:

In the absence of profit, your directors are unable to declare any dividend for the financial year 2015-2016.

Subsidiary Companies:

Your Company has two subsidiary companies viz., B artronics Asia Pte. Limited and Bartronics Middle East FZE and four step down subsidiary companies viz., Bartronics Hongkong Ltd, Bartronics Global Solutions Limited, Veneta Holdings Ltd and Burbank Holdings Ltd.

Bartronics Asia Pte Limited:

Bartronics Middle East Fze:

Bartronics Middle East FZE, Sharjah, UAE was incorporated on June 22, 2010 as a wholly owned subsidiary of Bartronics India Limited with a share capital of AED 1,50,000 Shares.

A separate statement containing the salient features of the Financial Statement for the financial year ended 31st March, 2016 of the aforesaid Subsidiary Companies are included in the Annual Report as Form AOC-1 as an Annexure - I.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Contracts and Arrangements with Related Parties:

Details of Contracts and arrangements with related parties under Section 188 of the Companies Act, 2013 are given in the notes to the Financial Statements.

II. BUSINESS OUTLOOK:

Your Company started with proving solutions based on barcpde has emerged as leading player in the country to provide solutions using umbrella of AIDC technologies. Your Company also has state of the art manufacturing facility with the capacity to manufacture 80mn smart cards per annum. Using these two synergies the Company could successfully venture into Financial Inclusion projects driven by Reserve Bank of India popularly known as âJan Dhan Yojanaâ. The exposure to government driven projects give your Company revenue visibility and we expect this momentum to continue given the un-deterred Governmentâs focus.

Management Discussion and Analysis Report:

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis report on your Companyâs performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, forms a part of this Report. The MD&A report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to all our stakeholders and includes aspects of reporting as required by Regulation 34 of the Listing Regulations with Stock Exchange on Business Responsibility Report.

III. GOVERNANCE AND ETHICS:

Corporate Governance:

Your Company believes in adopting best practices of corporate governance. A sound Corporate Governance is critical to enhance and retain stakeholdersâ trust. Corporate Governance principles forms core values of the Company. These guiding principles are also articulated through the Companyâs code of conduct, corporate governance guidelines, committees and disclosure policy.

As per regulation 34 of the Listing Regulations, a separate Section on corporate governance practices followed by your Company, together with a certificate from Y. Ravi Prasada Reddy, Practicing Company Secretary, on compliance with corporate governance norms under the Listing Regulations, forms part of the report on Corporate governance.

Board of Directors and Key Managerial Personnel:

The Board comprises of one Executive Director and four Non-Executive Directors of which three are Independent Directors.

Definition of âIndependenceâ of Directors is derived from regulation 16 of the Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.

In accordance with the Articles of Association of the Company, Mr. A. B. Satyavas Reddy is liable to retire by rotation and being eligible, offer himself for reappointment.

During the period the Board of Directors had appointed Mrs. V. Geetha as an Additional Director (Independent) of the Company w.e.f. 13th October, 2015.

Pursuant to the recommendation of Board Governance, Nomination and Remuneration Committee, the Board at its meeting held on 13th November, 2015 approved, subject to membersâ approval, appointment of Mr. K. Udai Sagar as Executive Director and Managing Director from 13th November, 2015 to 12th November, 2018 for a period of 3 years.

The Resolutions proposing their reappointment/ appointments as Directors will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

Mr. Prakash Ramaiah Independent Director of the

Company resigned from the Board of Directors with effect from 30th June, 2016. The Board placed on record its appreciation for the outstanding contribution made by Mr. Prakash Ramaiah.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditorsâ Report.

Ms. Isharath Unnisa Begum is appointed as the Company Secretary and Key Managerial Personal by the Board at its meeting held on 12th August, 2016.

Committees of the Board

The Companyâs Board has the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ Relationship Committee

4. Risk Management Committee

Details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report.

Number of Meetings of the Board:

The Board met 5 (Five) times during the financial year 2015-16 on 14th May, 2015, 12th August, 2015, 07th September, 2015, 13th November, 2015, and 12th February, 2016. The maximum time gap between any consecutive meetings did not exceed 120 days.

Board Evaluation:

The Board of Directors evaluated the annual performance of the Board as a whole, its committeeâs and the Directors individually in accordance with the provisions of the Companies Act, 2013 and Listing Regulations in the following manner:

â¢ Structured evaluation forms, after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committeeâs and each director were circulated to all the members of the Board along with the Agenda Papers.

- The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.

- The Board also provided an individual feedback to the concerned director on areas of improvement, if any.

A separate meeting of Independent Directors was held on 31st March, 2016 to have the performance evaluation of the Chairman, the Non Independent Directors, the Board and flow of information from management.

Related Party Transactions

As a part of its philosophy of adhering to highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at armâs length. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions.

All Related Party Transactions are placed on a quarterly basis before the Audit, Committee and also before the Board for approval. Prior omnibus approval of the Audit, Risk Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The requisite details of the related party transactions entered into during the financial year are provided in Annexure - II included in this report.

Vigil Mechanism:

In line with the requirements under Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations, your Company has established vigil mechanism by framing a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer/ Audit Committee Chairman can be directly contacted to report any suspected or confirmed incident of fraud/ misconduct.

Directorsâ Responsibility Statement:

Directorsâ Responsibility Statement as required under the provisions of Section 134(5) of the Companies Act, 2013 is given in the Annexure - III attached hereto and forms part of this Report.

Particulars of Employees

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided along with a statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of Rs. 60 lakhs or more, employees employed for part of the year and in receipt of Rs. 5 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure - IV to this report.

IV. INTERNAL FINANCIAL CONTROLS AND AUDIT:

Internal Financial Controls and their Adequacy:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Risk Management :

Statutory Auditors:

The Companyâs Statutory Auditors, M/s T. Raghavendra & Associates, Chartered Accountants [Registration No. 003329S], Hyderabad will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

The Company has received necessary certificates from the Auditor pursuant to Section 139 and 141 of the Companies Act, 2013 regarding their eligibility for re-appointment.

Accordingly, the approval of the Shareholders for the re-appointment of M/s. T. Raghavendra & Associates, Chartered Accountants as Auditors of the Company is being sought at the ensuing Annual General Meeting.

Your Board recommends the appointment of M/s T. Raghavendra & Associates, Chartered Accountants as Auditors of the Company.

Auditorsâ Report

There are no qualifications, reservations or adverse remarks made by M/s T. Raghavendra & Associates, Chartered Accountants, Statutory Auditors, in their report for the financial year ended 31st March, 2016.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Y. Ravi Prasada Reddy, Practicing Company Secretary, to conduct Secretarial Audit of the Company.

The Report of the Secretarial Audit in Form MR-3 for the financial year ended 31st March, 2016 is enclosed at Annexure - V to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

V. OTHER DISCLOSURES:

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars with respect to Conservation of Energy,

Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure - VI attached hereto and forms part of this Report.

Extract of Annual Return:

Pursuant to Section 92(3) and Section 134(3)(a), extract of the Annual Return as on 31st March, 2016 in form MGT-9 is enclosed as Annexure - VII to this report.

Material Changes and Commitments Affecting the Financial Position of the Company:

There have been no material changes and commitments, affecting the financial position of the Company which occurred during the end of the financial year to which the financial statements relate and the date of this report.

Insurance:

All the properties and insurable assets of the Company, including Building, Plant and Machinery, stocks etc., wherever necessary and to the extent required, have been adequately the covered.

Details of Significant and Material Orders Passed by the regulators/Courts/Tribunals Impacting the Going Concern Status and the Companyâs Operations in Future: There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

Sexual Harassment Policy:

The Company as required under the provisions of âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013â has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto.

In the year under review, the Company has not received any complaint under the said Policy.

Environment and Social Obligations:

Human Resource Management:

The Company believes that Human Resource is its most valuable resource, which has to be nurtured well and equipped to meet the challenges posed by the dynamics of Business Developments. The Company has a policy of continuous training of its employees both in-house. The staff is highly motivated due to good work culture, training, remuneration packages and the values, which the Company maintains. Your Directors would like to place on record their deep appreciation of all employees for rendering quality services and to every constituent of the Company be its customers, shareholders, regulatory agencies or creditors. Industrial relations have remained harmonious throughout the year.

Acknowledgements and Appreciation:

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

BY ORDER OF THE BOARD

K. Udai Sagar A. B. Satyavas Reddy

Place: Hyderabad Managing Director Director

Date: 12th August, 2016 (DIN: 03298532) (DIN: 00137948)

Mar 31, 2015

Dear Members,

The Board of Directors have pleasure in presenting the Twenty Third Annual Report and the Audited Financial Statements of the Company for the period ended 31st March, 2015 consisting of 18 months (i.e. from 1st Oct, 2013 to 31st Mar, 2015).

Company Performance:

The Company has achieved a turnover of Rs. 4,387.06 lakhs for the period ended 31st March, 2015 (consisting of 18 months i.e., from 1st October, 2013 to 31st March, 2015), against the turnover of Rs. 11,362.85 lakhs for the previous year ended 30th September, 2013 (12 months only), the highlights of the financial results are as follows:

Rs. in Lakhs

Particulars 2013-2015 2012-2013 (18 Months) (12 Months) (Restated)

Profit Before Depreciation (47.89) (1,136.21) & Interest

Financial Costs 7,004.75 5,046.14

Depreciation 5,721.11 5,276.84

Profit Before Tax (12,773.75) (11,459.19)

Provision for Tax

* Current Tax - -

* Deferred Tax (1,528.94) (3,470.36)

Profit After Tax (11,244.81) (7,988.83)

Balance of profit brought 2,847.11 9,782.48 forward from earlier years

Add: Excess Provision for - 1,076.47 IT written off

Profit available for (8,397.70) 2,870.12 appropriation

Appropriations: - -

Proposed Dividend: - -

* Equity - -

* Preference - -

* Dividend Tax - -

Balance of Profit (8,397.70) 2,870.12

Presently your Company offers the following business activities:

* Providing solutions using umbrella of AIDC technologies and smart card manufacturing.

* Financial Inclusion Division for implementing the FI projects as per the guidelines of RBI.

* Providing solutions in Radio Frequency Identification and Data Capture (RFID) Technology.

Your Company continues to see strong growth traction across existing business and expects the momentum to continue in future also.

Capital Structure:

Foreign Currency Convertible Bonds:

Your Company, during 2007-08 had successfully issued Foreign Currency Convertible Bonds (FCCBs) as under:

Particulars Year of Size of Issue Issue (In Million US$)

FCCB 2013 2007-08 50

Conversion Period FCCB 2013 (January 09, 2008 and January 23, 2013)

Conversion Price per 191.25 Equity Shares (Rs)

Number of shares Nil converted till 31st March, 2015 out of FCCB 2013 issue

Outstanding FCCBs as 50 on 31st March, 2015 (In Millions US$)

The Foreign Currency Convertible Bonds (FCCB''s) are listed on the Singapore Stock Exchange. These bonds were due for redemption in February 2013. The company has appointed M/s Avista Advisory Group, Mumbai, 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, Mumbai, has got in touch with the bondholders and has initiated discussions which are at advanced stages now. The company had filed a request for an extension of the maturity of the bonds to 4th May, 2014 with Reserve Bank of India which was granted vide letter dated 21st February, 2014. The company has applied for further extension of the maturity of the Bonds to Reserve Bank of India (RBI) and the Company is waiting to hear from RBI to move forward. The Company is confident of addressing the maturity of Bonds shortly.

Changes to Share Capital:

At present the Authorized Share Capital of the Company stands at Rs. 110 crores and the paid up capital stand at Rs. 34.04 crores there has been no change in the share capital during the period ended 31st March, 2015.

Extension of Financial Year & time to hold the Annual General Meeting:

The Financial Year 2013-14 (consisting of 12 months i.e., from 1st October 2013 to 30th September, 2014) of your Company has been extended up to 31st March, 2015 consisting of 18 months i.e., from 1st October, 2013 to 31st March, 2015 in order to maintain uniform accounting year as per new provisions of the Companies Act, 2013, so that the balance sheet and profit and loss account giving effect to such extension shall be compiled for a period of 18 months for the period 2013-2015 (from 01st October, 2013 to 31st March, 2015), accordingly the time to hold/ conduct Annual General Meeting for the period 2013-15 is extended up to 30th June, 2015 with the approval of Registrar of Companies, Hyderabad, Andhra Pradesh & Telangana.

Restatement of Financial Statements for the Financial Year 2013:

National Stock Exchange of India Limited, Mumbai vide their letter no NSE/LIST/1583 dated 30th October, 2014 has advised the Company to restate the Financial Statements for the year ended 30th September, 2013 (i.e., Financial Year 2012-13) on the impact of trade receivables of the Company i.e., the Company was advised to create provision for the trade receivables of Rs. 65.85 Crores, which was not created by the Company originally.

The Company at their Board of Directors meeting held on 20th May, 2015 has restated the financials by creating provision for trade receivables and the same were circulated to the Stock Exchanges and also placed at the company''s website i.e., www.bartronics.com.

Particulars of Loans, Guarantees and Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Contracts and Arrangements with Related Parties:

Details of Contracts and arrangements with related parties under section 188 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Subsidiary Companies:

Your Company has two subsidiary companies viz., Bartronics Asia Pte. Limited and Bartronics Middle East FZE and four step down subsidiary companies viz., Bartronics Hongkong Ltd, Bartronics Global Solutions Limited, Veneta Holdings Ltd and Burbank Holdings Ltd.

Bartronics Asia Pte Limited:

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limited on 14th June 2007, in the Republic of Singapore with a Share Capital of US$ 7,69,500. Bartronics Asia Pte Limited (BAPL) acquired the only issued share of Cason Limited on 21st December, 2007; subsequently the name of the Company was change to Bartronics Hong Kong Limited with effect from 15th October, 2008. In the month of April 2011, BAPL acquired the only shares of Veneta Holdings Limited, Mauritius making it its wholly owned subsidiary. BAPL had incorporated another subsidiary in Mauritius named Burbank Holdings Limited.

Bartronics Middle East Fze:

Bartronics Middle East FZE, Sharjah, UAE was incorporated on 22nd June, 2010 as a wholly owned subsidiary of Bartronics India Limited with a share capital of AED 1,50,000 Shares.

Consolidated Financial Statements:

As required under the Listing Agreements entered into with the Stock Exchanges and as per provisions of Companies Act, 2013, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 129, 133 of the Companies Act, 2013 and as per Schedule III of the Companies Act, 2013. The consolidated financial statement discloses the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned. A gist of the financial performance of the subsidiary Companies is contained in the report.

Dividend:

In the absence of profit, your directors are unable to declare any dividend for the period 2013-2015.

Significant and Material Orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company.

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company''s future operations.

Industrial Relations:

Your Directors are happy to report that during the period there were very cordial and extremely good industrial relations at all levels.

Directors:

In accordance with the Articles of Association of the Company, Mr. A. B. Satyavas Reddy is liable to retire by rotation and being eligible, offer himself for reappointment.

During the period the Board of Directors had appointed Mr. C. Prakash Ramaiah as an Additional Director (Independent) of the Company w.e.f. 12th February, 2014 and appointed Mrs. A. Syamala Reddy as an Additional Director (Independent) of the Company w.e.f. 30th March, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Further Mr. Sudhir Sundar Rao was reappointed as Managing Director of the Company from 20th August, 2014 to 31st May, 2015 subject to the approval of members.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

During the period six Board Meetings and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Agreement.

During the period a meeting of Independent Directors was convened and held on 31st March, 2015.

Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note: 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the period ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosures Under Section 134(3)(l) of the Companies Act, 2013:

Material changes and commitments which can affect the financial position of the Company occurred between the end of the period of the Company and date of this report:

S. Particulars Change No (Yes/No)

(a) The purchase, sale or destruction No of a plant or the destruction of inventories.

(b) A material decline in the market value No of inventories or investments

(c) The expiration of a patent which No had given the Company a virtual monopoly in the sale of its principal products.

(d) The settlement of tax liabilities of No prior period and the settlement of any legal or other proceedings either favourably or adversely, if they were pending at the balance-sheet date.

(e) The institution of importance No proceedings against the Company.

(f) Material change in the capital No structure in the resulting from the issuance, retirement or conversion of share capital or stock.

(g) The disposal of a substantial part No of the undertaking or the profits or loss whether of a capital or revenue nature.

(h) Alteration in the wage structure No arising out of Union Negotiations.

(i) Incurring or any reduction of long- No term indebtedness.

(j) Entering into or cancellation of No contracts.

(k) Refund of taxes or completion of No assessments

Related Party Transactions:

As mentioned in the Note No. 33 (on Page No. 66) under the head Notes to Accounts.

The Company has adopted related party transactions policy as per Clause 49(VIII)(A)(2).

Code of Conduct:

As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile Companies Act, 1956 (to the extent of notified sections) and the provisions of Section 149 (8) requires that the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors was placed before the Board along with the recommendations of the Audit Committee and the same was approved by the Board in the Meeting held on 20th January, 2014.

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on Companies website. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the period 2013- 15. A separate declaration to this effect is made out in the Corporate Governance Report.

The Company has adopted code of practices and procedures for fair disclosures of unpublished price senstive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the Annexure-A attached hereto and forms part of this Report.

Statutory Auditors:

The Company''s Statutory Auditors, M/s T. Raghavendra & Associates, Chartered Accountants [Registration No.003329S], Hyderabad will retire at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment.

The Company has received necessary certificates from the Auditor pursuant to Section 139 and 141 of the Companies Act, 2013 regarding their eligibility for re-appointment.

Accordingly, the approval of the Shareholders for the re-appointment of M/s T. Raghavendra & Associates, Chartered Accountants as Auditors of the Company is being sought at the ensuing Annual General Meeting.

Your Board recommends the appointment of M/s T. Raghavendra & Associates, Chartered Accountants as Auditors of the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Y. Ravi Prasada Reddy, a Company Secretary in Practice (having CP No. 5360) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

Personnel:

In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are receiving remuneration as mentioned in the said section.

The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as per Annexure C.

Human Resource Management:

The Company believes and considers its human resources as the most valuable asset. The Management is committed to providing an empowered, performance oriented and stimulating work environment to its employees to enable them realize their full potential. Robust HR processes and initiatives adopted by the Company helped in containing the attrition of executives. Industrial Relations remained cordial and harmonious during the period.

Policy on Prevention of Sexual Harassment

The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy.

The company has many systems, processes and policies to ensure professional ethics and harmonious working environment. We follow Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Gift Policy, Sexual Harassment Policy and Redressal Guidelines.

Quality:

Your Company accorded high priority to quality, safety, training, development, health and environment. The Company endeavors to ensure continuous compliance and improvements in this regard.

Insurance:

All the properties and insurable assets of the Company, including Building, Plant and Machinery, stocks etc., wherever necessary and to the extent required, have been adequately covered.

Fixed Deposits:

Your Company has not accepted any fixed deposits from the public and the provisions of Section 73 of the Companies Act, 2013 are not applicable.

Corporate Governance:

Your Company is committed to principles of good Corporate Governance. The Board of Directors ensures that your Company is in compliance with all the applicable provisions of the Clause 49 (as amended) of the Listing Agreement pertaining to Corporate Governance. A detailed report on Corporate Governance is attached and forms part of this report. Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the listing agreement is attached to this report.

Risk Management Policy:

The Company has adopted Risk Management Policy as per Clause 49 of the Listing Agreement.

Corporate Social Responsibility:

The Board of Directors of the Company had constituted Corporate Social Responsibility Committee and had formulated a policy on Corporate Social Responsibility. The Company was not required to spend any amount during the financial year.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as "Annexure D".

Whistle Blower Policy and Vigil Mechanism:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

Explanation to the Qualifications in Auditor''s Report and Secretarial Audit Report:

There are no qualifications or adverse remarks in the Auditor''s Report or Secretarial Audit Report:

Acknowledgement:

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company, the Board of Directors thanks the Employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

BY ORDER OF THE BOARD

Sudhir Sundar Rao A. B. Satyavas Reddy Managing Director Director

Place: Hyderabad Date: 20.05.2015

Mar 31, 2011

To The Members,

The Directors have the pleasure in presenting the 20th Annual Report together with the Audited Accounts for the Financial Year ended on March 31, 2011 comprising of twelve (12) months from 01.04.2010 to 31.03.2011.

STAND ALONE FINANCIAL RESULTS:

Rupees in Lakhs

Year Year

Particulars 2010-11 2009-10

Total Income 60617.69 58756.09

Total Expenditure 44178.78 38798.17

Operating Profit (EBITDA) 16438.91 19957.91

Interest 6016.18 4375.40

Depreciation 5236.62 4775.96

Profit Before Tax 5186.11 10806.55

Provision for Tax 989.06 1867.90

Deferred Tax (605.97) 2434.60

MAT Credit Entitlement of (1777.52) Ã earlier years

Profit after Tax 6580.54 6504.06

Add: Profit B/F from 15781.60 9674.59 previous year

Profit available for 22362.14 16178.65 appropriation

Appropriation as under:

Transfer to General Reserve Ã Ã

Proposed Dividend 340.49 340.49

Tax on Dividend 56.55 56.56

Balance C/F to next year 21965.10 15781.60

CAPITAL STRUCTURE

Foreign Currency Convertible Bonds

Your Company, during 2007-08 has successfully issued Foreign Currency Convertible Bonds (FCCBs) as under:

Year of Size of Issue

Particulars Issue (In Million US$)

FCCB 2013 2007-08 50

Conversion Conversion Period Price per Equity Shares (Rs)

FCCB 2013 (January 09, 191.25 2008 and January 23, 2013)

Number of shares Outstanding converted till March 31, FCCBs as on 2011 out of FCCB 2013 March 31, 2011 issue (In Millions US$)

Nil 50

The Foreign Currency Convertible Bonds (FCCB's) are listed on the Singapore Stock Exchange.

CHANGES TO SHARE CAPITAL

At present the Authorized Share Capital of the Company stands at Rs. 110 Crores and there has been no change in the share capital during the year ended March 31, 2011.

DIVIDEND

Your Directors recommend a dividend of Rs. 1/- per equity shares on fully paid equity shares of Rs. 10 each, for the year ended March 31, 2011. This will absorb Rs. 397.04 Lakhs (inclusive of tax) based on existing capital.

SUBSIDIARY COMPANIES

Your Company has four subsidiary companies viz., Bartronics America Inc., Bartronics Asia Pte. Limited, ROI Public Relations Private Limited and Bartronics Middle East FZE and three step down subsidiary companies viz., Quality-E- People, Inc., Performica Software Private Limited and Bartronics Hong Kong Limited.

Bartronics America Inc.

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limited on 16th November 2007 in the State of Dalware in USA with a Share Capital of US$ 1500. In April 2008 Bartronics America Inc. acquired the shares of SRG America Inc. which in turn has two subsidiaries namely Quality- E- People and Performica Software Private Limited. SRG America Inc merged with Bartronics America Inc during the month of April 2010.

Bartronics Asia Pte. Limited

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limited on 14th June 2007, in the Republic of Singapore with a Share Capital of US $ 769500. On 21st December 2007 the Bartronics Asia Pte. Limited (BAPL) acquired the only issued share of Cason Limited; subsequently name of the Company was change to Bartronics Hong Kong Limited with effect from 15th October 2008. BAI became the subsidiary of BAPL w.e.f. April 1, 2011. On April 12, 2011 BAPL acquired the only share of Veneta Holdings Limited, Mauritius making it its wholly owned subsidiary.

ROI Public Relations Private Limited

ROI Public Relations Private Limited was incorporated on 4th December 2008. Bartronics India Limited is a promoter and subscriber to its Memorandum holding 62.50% shares (in the total paid up Capital of Rs. 5 Lakhs) in the Company. Advance of Rs. 6.50 lakhs has been written of during the year.

Bartronics Middle East Fze

Bartronics Middle East FZE, Sharjah, UAE was incorporated on June 22, 2010 as a wholly owned subsidiary of Bartronics India Limtied with a share capital of AED 1,50,000 Shares.

Statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure - A of this report.

Your Company has availed the general exemption from attaching a copy of the Balance Sheet, Profit & Loss Account, Director's Report and Auditor's Report of the Subsidiaries Companies and other documents required to be attached under Section 212(1) of the Companies Act, 1956 to the Balance Sheet of your Company. The said exemption is granted vide circular issued by MCA dated February 8, 2011.

Accordingly, the said documents of the subsidiaries are not being attached with the Balance Sheet of the Company. A gist of the fnancial performance of the subsidiaries is contained in the report. The Annual Accounts of the subsidiaries are open for inspection by any member at the Company's Corporate Office and the Company will make available these documents and the related detailed information upon request by any investor of the Company or any investor of the Subsidiary Company who may be interested in obtaining the same.

CONSOLIDATED ACCOUNTS

Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of AS-21, Consolidated Financial Statements, notifed by the Companies (Accounting Standards) Rules, 2006.

COMPANY OVERVIEW

Presently your Company offers the following business activities:

- Trading and solutions business using Automatic Identifcation and Data Capture Technologies viz. bar code equipments, access control systems, label materials, printers, verifers and allied products.

- Solution Business viz. provides high end AIDC solutions to manufacturing industry.

- Providing solutions in Radio Frequency Identifcation and Data Capture (RFID) Technology.

- Smart Card manufacturing, the Company has smart card manufacturing facility at the Registered Office.

- Your Company continues to see strong growth traction across existing business and expects the momentum to continue in future also.

HUMAN RESOURCE MANAGEMENT

The Company believes and considers its human resources as the most valuable asset. The Management is committed to providing an empowered, performance oriented and stimulating work environment to its employees to enable them realize their full potential. Robust HR processes and initiatives adopted by the Company helped in containing the attrition of executives. Industrial Relations remained cordial and harmonious during the year.

RISK MANAGEMENT

An effective risk management framework drives continued economic sustainability as it aligns operations & activities of the organization to its vision & values. Your Company has a strong risk management framework that enables active monitoring of the business environment and identifcation, assessment and mitigation of potential internal or external risks. Your Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. Further, a perpetual internal audit activity carried out by M/s T. Raghavendra & Associates, Chartered Accountants, as internal auditors also provides us with their independent assessment on our risk mitigating measures along with recommendations for improvement. The Company has appointed M/s. BDO Consulting Private Limited as additional internal auditors to further strengthen the internal controls of the Company.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. S. Tirumala Prasad and Mr. M. Mohammad Yesaw are liable to retire by rotation and being eligible, offer themselves for reappointment.

Mr. Jimmy R Anklesaia has been appointed as additional director w.e.f 14.02.2011 and holds Office upto the date of ensuing Annual General Meeting. Notice has been received under Section 257 of the Companies Act, 1956 proposing the names of Mr. Jimmy R Anklesaria for appointment as Director liable to retire by rotation.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be made pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out as Annexure - B and forms part of this Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, and the rules framed there under, the names and other particulars of employees are set out in the Annexure to the Director's Report. In terms of the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Director's Report is being sent excluding the aforesaid annexure. The annexure is available for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

MANAGEMENT DISCUSSION & ANALYSIS

Notes on Management Discussion & Analysis of the fnancial position of the Company have been given separately and form part of this Report.

STATUTORY AUDITORS

The Company's Statutory Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance is attached to this Report as Annexure - C.

A certificate from Mr. Y. Ravi Prasada Reddy, Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreements with Stock Exchanges is enclosed as Annexure - D.

The Board has laid down a code of conduct for all Board and Senior Managerial Personnel's of the Company. The code of conduct has been posted on the Company's website. Board Members and Senior Managerial Personnel's have affrmed compliance with the code for the fnancial year 2010-11.

A certificate from the Managing Director that all Board members and senior management personnel have affrmed compliance with the Code of Conduct for the year ended March 31, 2011 is attached as Annexure - E.

CEO/CFO certificate is enclosed as Annexure - F.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA), of the Companies Act, 1956, the Directors, based on representations received form the operating management confirms that:

a. in the preparation of Annual Accounts, the applicable accounting standards have been made form the same.

b. they have selected such accounting policies and applied them consistently and reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the Profit or loss of the Company for that period.

c. they have taken proper and suffcient care for the maintenance of adequate accounting Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. they have prepared the annual accounts on a going concern basis.

PROMOTER GROUP COMPANIES

Pursuant to intimation from promoters, names of promoters and companies comprising the "Group" as defned in Monopolistic and Restrictive Trade Practices ("MRTP") Act, 1969, have been disclosed in Annexure Ã G to this report.

LISTING OF COMPANY'S SECURITIES

Your Company's Shares are presently listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

DEMATERIALIZATION OF SHARES

Your Company's shares have been made available for dematerialization through the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited, (CDSIL).

FIXED DEPOSITS

There were no fixed deposits at the end of the year.

EXPLANATION TO MATTERS ON WHICH ATTENTION WAS DRAWN IN THE AUDITORS' REPORT

The Statutory Auditors of the Company M/s. Deloitte, Haskins & Sells have the following comments in their report for the year 2010-11.

1. Auditors Comments:

Paragraph 4 (a) of the Audit Report, "Note 9 of Schedule 20 forming part of the fnancial statements regarding Sundry Debtors balance aggregating to Rs.36,577.76 Lakhs and in respect of which no provision has been made for reasons stated therein. We are unable to form an opinion on the extent to which the debts may prove irrecoverable."

Company explanation:

As stated in Note 9 of Schedule 20 forming part of the fnancial statements, on account of the economic slowdown and consequent recessionary conditions in the global market there have been delays in realization of debtors. These sundry debtors confirmed the year end balances and Company has realized some of the dues subsequently. The Company has long standing relationship with these customers and they are helping the Company in promoting new products. Management is confdent of realizing the amounts due and no provisions are required on these accounts at this stage.

2. Auditors Comments:

Paragraph 4 (b) of the Audit report, "Note 11 of Schedule 20 regarding slow moving software inventory aggregating to Rs.314.13 Lakhs. We are unable to form an opinion on the appropriateness of the carrying cost of such items of inventory".

Company explanation:

As stated in Note 11 of Schedule 20 forming part of the fnancial statements, these goods are customer specifc and due to recession and economic slowdown there is a delay in realizing a sale value. Company got the frm order from the customers recently and in the process of executing the sale in the near future, hence no provision has been made on this account.

ACKNOWLEDGMENT:

The Board of Directors of the Company extends their sincere appreciation to the Government, Bankers, Financial Institutions and others for their kind support. On behalf of the Company, the Board of Directors thanks the Employees for their valuable efforts and the shareholders for their undaunted faith in the Company.

By Order of the Board

For Bartronics India Limited

Sudhir Rao A.B. Satyavas Reddy

Managing Director Director

Place: Hyderabad Date: August 25, 2011

Mar 31, 2010

The Directors have the pleasure in presenting the Nineteenth Annual Report together with the Audited Accounts for the Financial Year ended on 31st March, 2010 comprising of twelve (12) months from 01.04.2009 to 31.03.2010.

STAND ALONE FINANCIAL RESULTS :

Rupees in Lakhs

Particulars Year Year Growth 2009-10 2008-09 %

Total Income 58756.09 37604.71 56.25

Total Expenditure 38798.17 25835.06 50.18

Operating Profit

(EBITDA) 19957.92 11769.65 69.57

Interest 4375.40 2184.84 100.26

Depreciation 4775.96 2772.34 72.27

Profit Before Tax 10806.56 6812.47 58.63

Provision for Tax 1867.90 795.67 134.76

Deferred Tax 2434.60 1072.40 127.02

Fringe Benefit Tax -- 133.01 --

Profit after Tax 6504.06 4811.39 35.18

Add: Profit B/F from previous year 9674.59 5347.33 80.92

Less : Adjustment -- 6.20 -- towards employees benefit

Profit available for appropriation 16178.65 10152.52 59.36 Appropriation as under:

Transfer to

General Reserve -- 125.00 --

Proposed Dividend 340.49 301.66 12.87

Tax on Dividend 56.56 51.27 10.32

Balance C/F to next year 15781.60 9674.59 63.12

CAPITAL STRUCTURE

(A) Foreign Currency Convertible Bonds

Your Company, during 2007-08 has successfully issued Foreign Currency Convertible Bonds (FCCBs) as under:

Particulars Year of Issue Size of Issue (In Million US$)

FCCB 2013 2007-08 50

Conversion Conversion Period Price per Eq. Share (Rs.)

FCCB 2013 0anuary 09, 2008 and January 23, 2013) 191.25

Number of shares converted Outstanding till March 31, 2010 out FCCBs as on of FCCB 2013 issue March 31, 2010 (In Millions US$)

Nil 50

The Foreign Currency Convertible Bonds (FCCBs) arc listed on the Singapore Stock Exchange.

All the bonds of FCCB 2012 have been converted into equity shares before 31.03.2010.

Changes to Share Capital

During the year under review the Authorized Capital has increased from Rs. 600 rryllion to Rs. 1100 million and the Issued, Subscribed and Paid up Capital has increased by an amount of Rs. 50.71 millions, from Rs. 289.77 millions as on 1st April, 2009 to Rs. 340.49 millions as on 31st March, 2010. This change in Issued, Subscribed and Paid up Capital is attributed mainly due to allotment of Equity Shares against conversion of Outstanding Foreign Currency Convertible Bonds (FCCBs) and shares allotted through Preferential Issue.

At present the Authorized Share Capital of the Company stands at Rs. 1100 millions.

1. Dividend

Your Directors recommend a dividend of Rs. 1 /- per equity share on fully paid equity shares of Rs. 10 each, for the year ended March 31, 2010. This will absorb Rs. 39.71 million (inclusive of tax) based on existing capital.

2. Subsidiary Companies

Your Company has five subsidiary companies viz., Bartronics America Inc., Bartronics Asia Pte. Limited, ROI Public Relations Private Limited and Bartronics Middle East FZE and four step down subsidiary companies viz., SRG America Inc.,

Quality-E-People, Inc., Perforraica Software Private Limited and Bartronics Hong Kong Limited.

Bartronics America Inc.

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limited on 16th November 2007 in the State of Dalware in USA with a Share Capital of US$ 1500. In April 2008 Bartronics America Inc. acquired the shares of SRG America Inc. which in turn has two subsidiaries namely Quality- E- People and Performica Software Private Limited.

Bartronics Asia Pte. Limited

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limited on 14th June 2007, in the Republic of Singapore with a Share Capital of S $ 769500. On 21st December 2007 the Bartronics Asia Pte. Limited acquired the only issued share of Cason Limited, subsequently name of the Company was changed to Bartronics Hong Kong Limited with effect from 15th October 2008.

ROI Public Relations Private Limited

ROI Public Relations Private Limited was incorporated on 4th December 2008. Bartronics India Limited is a promoter and subscriber to its Memorandum holding 62.50% shares (in the total paid up Capital of Rs. 5 Lakhs) in the Company. Investment of Rs. 3.13 lakhs has been provided for and an advance of Rs. 42.26 lakhs has been written off during the year.

Bartronics Middle East FZE

Bartronics Middle East I-ZK, Sharjah, UAE was incorporated on June 22, 2010 as a wholly owned subsidiary of Bartronics India Limtied with a share capital of AED 1,50,000 Shares.

Statement pursuant to Section 212 of the Companies Act, 1956 is given in Annexure-A of this report.

Audited financial accounts of Bartronics America Inc. and Bartronics Asia Pte. Ltd. have been attached at the end of this Annual Report. Since there are no operations in ROI Public Reladons Private Limited, consolidation has not been done.

Consolidated Accounts

Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of AS-21, Consolidated Financial Statements, notified by the Companies (Accounting Standards) Rules, 2006.

COMPANY OVERVIEW

Presently your Company offers the following business activities:

Trading and solutions business using Automatic Identification and Data Capture Technologies viz. bar code equipments, access control systems, label materials, printers, verifiers and allied products.

Solution Business viz. provide high end AIDC solutions to manufacturing industry.

Providing solutions in Radio Frequency Identification and Data Capture (RFID) Technology.

Smart Card manufacturing, the Company has smart card manufacturing facility at the Registered office.

Your Company continues to see strong growth traction across existing business and expects the momentum to continue in future also.

HUMAN RESOURCE MANAGEMENT

Your Company has a forward looking Human Resource Development Strategy, which focuses on talent management and strengthening the talent pool. Systems are aligned to foster excellence, empower and enrich employees, recognize creativity, innovation and reward performance.

RISK MANAGEMENT

An effective risk management framework drives continued economic sustainability as it aligns operations & activities of the organization to its vision & values. Your Company has a strong risk management framework that enables active monitoring of the business environment and identification, assessment and mitigation of potential internal or external risks. Your Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. Further, a perpetual internal audit activity carried out by M/s T. Raghavendra & Associates, Chartered Accountants, as internal auditors also provides us with their independent assessment on our risk mitigating measures along with recommendations for improvement.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. A.B. Satyav-as Reddy, Mr. Y. Raghavendra Rao and Mr. R.V. Panchapakesan are liable to retire by rotation and being eligible, offer themselves for reappointment.

Mr. B. Narayanswamy, Director of the Company resigned from the Board w.e.f 14.08.2010.

Mr. A.C. Varma has been appointed as additional director w.e.f 06.12.2010 and holds office upto the date of ensuing Annual General Meeting. Notice has been received under Section 257 of the Companies Act, 1956 proposing the names of Mr. A.C. Varma for appointment as Director liable to retire by rotation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be made pursuant to section 217(l)(e) of the Companies Act, 1956 read with Companies [Disclosure of Particulars in the Report of Board of Directors] Rules, 1988 is set out as Annexure-B and forms part of this Report.

EMPLOYEES

The particulars of employees, as required under section 217(2A) of, the Companies (Particular of Employees) Rules, 1975, are given in a separate Annexure - C and forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

Notes on Management Discussion & Analysis of the financial position of the Company have been given separately and form part of this Report.

AUDITORS

Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is attached to this Report as Annexure - D.

A certificate from Mr. Y. Ravi Prasada Reddy, Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement with Stock Exchanges is enclosed as Annexure - E.

The Board has laid down a code of conduct for all Board and Senior Managerial Personnels of the Company. The code of conduct has been posted on the Companys website. Board Members and Senior Managerial Personnels have affirmeil compliance with the code for the financial year 2009-10.

A certificate from the Managing Director that all Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year ended March 31, 2010 is attached as Annexure - F.

CEO/CFO Certificate is enclosed as Annexure - G.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA), of the Companies Act, 1956, the Directors, based on representations received form the operating management confirm, that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors hail prepared the annual accounts on a going concern basis,

PROMOTER GROUP COMPANIES

Pursuant to intimation from promoters, names of promoters and companies comprising the "Group" as defined in Monopolistic and Restrictive Trade Practices ("MRTP") Act, 1969, have been disclosed in Annexurc - H to this report.

LISTING OF COMPANYS SECURITIES

Your Companys Shares are presently listed on Bombay Srock Exchange Limited ant! National Stock Exchange of India Limited.

DEMATERIALIZATION OF SHARES

Your Companys shares have been made available for dematerialization through the National Security Depository Limited (NSDL) and Central Depository Services (India) Limited, (CDSIL).

FIXED DEPOSITS

There were no fixed deposits at the end of the year.

EXPLANATIONS TO QUALIFICATIONS IN AUDITORS REPORT:

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells have made the following comments in their report for the war 200910.

1. Auditors Comments:

Paragraph 4 (a) of the Audit Report, "the trading sales and purchases includes software transmitted through electronic form without adequate documentary evidence with respect to transfer of significant risks and rewards incidental to the ownership aggregating to Rs.8837.59 lakhs and Rs.8461.87 lakhs respectively and arc outstanding as on 31 March2010, on which we are unable to express our opinion, had the adjustment made in the financial statements, the sales anil the debtors would be lower by Rs. 8837.59 lakhs, the purchases and the creditors would be lower by Rs. 8461.87 lakhs".

Company explanation:

The trading sales and purchases include software sales of Rs.8,837.59 lakhs and Rs.S,461.87 lakhs recognized upon transmission of software to customer or by vendors through electronic form and significant risks and rewards relating to ownership of products are transferred to the customers or by the vendor. These sales and purchases are integral part of the project fulfillment process and are in the normal course of business praclice. The Customers and Vendors have confirmed the receipt / dispatch of goods/ services and the balance outstanding as on 31 March 2010.

2. Auditors Comments:

Paragraph 4 (b) of the Audit Report, "Company based on the expert opinion obtained, has recognized the deferred tax expense using current applicable effective tax rate, being Minimum Alternate Tax (MAT) rate, instead of regular tax rates as specified by paragraph 21 of Accounting Standard 22 - "Accounting for Taxes on Income". Had the Company recognised the deferred tax expense using regular tax rates, the deferred tax expense for the year would be higher by Rs.2,615.89 lakhs".

Company Explanation:

As the company has been paying taxes under MAT provisions from the year 2005-06 onwards anil considering the tax exemptions available and other benefits, the company would pay only MAT tax in the near future. As advised by the tax experts and also considering the prudent accounting, the company had applied MAT rate of tax for the computation of deferred tax.

3. Auditors Comments:

Paragraph (ii) (b) in the annexure to the Auditors Report, "In view of the fact that the fixed assets register is in the process of reconstruction, management has informed that discrepancies, if any, arising between the assets verified and the book records would be dealt with in the period in which such re-compilation of the register is completed".

Company Explanation:

Company has initiated process to reconstruct fixed assets register. The discrepancies, if any, arising between the assets verified and the book records would be dealt with in the period in which such recompilation of the register is completed.

4. Auditors Comments:

Paragraph V in the annexure to the Auditors Report, "there is inadequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services, which needs further improvement and needs to strengthen systems and procedures relating to documentation."

Company Explanation:

The company has identified benchmark procedures and systems in the industry and the same are being implemented in order to strengthen systems and procedures. The company has already initiated many steps to strengthen internal controls in the areas of purchase of inventory and fixed assets and for sale of goods and services and procedures relating to documentation and other areas also. The company is in regular touch with statutory auditors and internal auditors to improve internal control systems and procedures commensurate with increased level of operations.

5. Auditors Comments:

Paragraph VI of Annexure to the Auditors Report, "the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management which is not commensurate with the size of the Company and the nature of its business".

Company Explanation:

The Audit committee had defined the scope of internal audit function for the year 2010-11. Internal auditors are covering the areas specified in the scope and regularly presenting the reports to the management. Management reviews internal audit reports and take corrective actions. They improve the internal audit function based on the suggestions and directions given by the audit committee. The company believes that the Internal Audit Function is crucial for strengthening its internal controls and procedures. As a result, review of procedures and systems and improvement thereof is part of the continuous improvement programme.

6. Auditors Comments:

Paragraph VII (a) in Annexure to the Auditors Report, "undisputed statutory dues in respect of provident fund, employees state insurance, professional tax, income-tax, wealth tax, value added tax, fringe benefit tax and service tax have not been regular and substantial delays in deposit of such dues have been noticed, with the appropriate authorities".

Company Explanation:

In some occasions, there have been delays in payment of statutory dues. The Company has cleared all the statutory dues with necessary late pavment fees and the Company has taken appropriate steps to avoid delay payments in fimire.

By Order of the Board For BARTRONICS INDIA LIMITED

Sd/- Sd/- Sudhir Rao T. Venkateswara Rao

Managing Director Director

Place: Hyderabad Date : 06.12.2010

Mar 31, 2003

The Directors have pleasure in presenting the Twelfth Annual Report together with the Audited Accounts for the Financial Year ended 31st March, 2003 comprising of twelve (12) months from 01.04.2003 to 31.03.2004.

COMPANYS PERFORMANCE:

The year had been one of the most challenging years for your company being the impact of the global slowdown coupled with changes in capital markets and general economic conditions, posed tremendous challenges. Despite this, your company performed well and showed all-round growth.

Your Directors are happy to report that your Company has achieved the total income of Rs.8,31,57,986 during the financial year under review as against the turnover of Rs.8,24,63,121 during the previous financial year.

The highlights of the financial results are as follows:

Particulars 2002-2003 2001-2002 Rs. Rs.

Total Income 8,31,57,986 8,24,63,121

Total Expenses other than Interest 7,60,77,365 8,09,72,677

Interest 44,68,769 8,72,768

Total Expenses 8,05,46,134 8,18,45,445

Profit Before Tax 26,11,852 6,17,676

Provision for Tax 2,50,000 50,000

Profit After Tax 13,58,509 5,67,676

Amount Brought Forward 54,60,720 48,93,043

Balance carried forward 38,66,729 54,60,720

BUSINESS OPERATIONS

Your company firmly believes that ÃPursuit of ExcellenceÃ is one of the most critical components for competitive success in the Global and in Indian markets.

HUMAN RESOURCE MANAGEMENT

The key resource for your company is its employees. Your company has been able to create a favourable work environment that encourages innovation and meritocracy. Your company has put in place a Human Resource Management process, enabling it to attract and retain high caliber employees. The efforts of your company in the area of employee management and HR practices have been widely acclaimed in various flora.

DIRECTORS:

Shri Amit Mehta, Director of your company is liable to retire by rotation in this forthcoming Twelfth Annual General Meeting of the Company, being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. That the directors had taken proper and sufficient care for the maintenance of 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.

4. That the directors had prepared the annual accounts on a going concern basis.

AUDITORS:

The Auditors M/S YAJI Associates, Chartered Accountants, Hyderabad, retire at the ensuing Twelfth Annual General Meeting of the company and, being eligible, offers themselves for reappointment.

EMPLOYEE PARTICULARS:

Employees Particulars as required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975, are/is not applicable, being no employee of your company falls within the purview of the aforesaid provisions.

FIXED DEPOSITS

Your company has not accepted any deposits from the public for the year under review within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

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

Being your companys business is trading business, the particulars as prescribed under Section 217(1e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors Rules, 1988, are not applicable.

ACKNOWLEDGEMENTS :

Your directors thank the companys clients, vendors, investors and bankers for their continued support during the year. Your directors place on record their appreciation of the contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the company to achieve consistent growth.

BY ORDER OF THE BOARD

Shri Sudhir Rao Shri V.Rama Mohan Rao Managing Director Director

Place: Hyderabad Date : 30.08.2003

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