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Baron Infotech Ltd.

BSE: 532336 Sector: IT
NSE: N.A. ISIN Code: INE228B01017
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Baron Infotech Ltd. (BARONINFOTECH) - Director Report

Company director report

Your Directors have pleasure in presenting herewith the 20th Annual Report on thebusiness of Your Company together with the Audited Accounts for 12 months ended 31stMarch 2017.

FINANCIAL PERFORMANCE:

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

DIVIDEND:

In the absence of profits the directors of your Company do not recommend any dividendfor the

Financial Year 2016-17.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to the general reserve.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

Mr.S.Pavan Nandan (DIN: 02187696) Director will retire by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

The Board is duly constituted as required under the provisions of the Act.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-

SECTION (6) OF SECTION 149:

The Independent Directors have submitted the declaration of independence as requiredunder

Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligationsand Disclosure

Requirements) Regulations 2015.

NUMBER OF BOARD MEETINGS:

The Board met FOUR times during the year 2016-17.

The dates on which the Board meetings were held are 30.05.2016 13.08.2016 14.11.2016and 14.02.2017.

ANNUAL EVALUATION OF PERFOMANCE OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors evaluated the annual performance of the Board as a whole itscommittee’s and the directors individually in accordance with the provisions of theCompanies Act 2013 and

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with specificfocus on the performance and effective functioning of the Board and Individual Directors.

A separate meeting of Independent Directors was held on 13th February 2017 to reviewthe performance of the Non-Independent Directors and the Board as a whole review theperformance of Chairperson of the Company and assess the quality quantity and timelinessof flow of information between the company management and the Board that is necessary forthe Board to effectively and reasonably perform their duties.

CRITERIA FOR PERFORMANCE EVALUATION:

a. Ability of the candidates to devote sufficient time and attention to hisprofessional obligations as Independent Director for informed and balanced decisionmaking.

b. Adherence to the Code of Conduct in letter and in spirit by the IndependentDirectors.

c. Bringing objectivity and independence of view to the Board’s discussions inrelation to the Company’s strategy performance and risk management.

d. Statutory Compliance and ensuring high standards of financial probity and CorporateGovernance.

e. Responsibility towards requirements under the Companies Act 2013 Responsibilitiesof the Board and Accountability under the Director’s Responsibility Statement.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company.

AUDITORS

Statutory Auditor:

At the Annual General Meeting (AGM) held on September 30 2014 M/s. NSVR &Associates LLP Chartered Accountants (Registration No. 008801S/S200060) (Formerly Knownas a M/s Nekkanti Srinivasu & Co.)were appointed as Statutory Auditor of theCompany to hold office till the conclusion of the Annual General Meeting to be held in thecalendar year 2019. In terms of the first proviso to Section 139 of the Companies Act2013 the appointment of the auditor shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s. NSVR & Associates LLP CharteredAccountants (Registration No. 008801S/S200060)

(Formerly Known as a M/s Nekkanti Srinivasu & Co.) as statutory auditors ofthe Company is placed for ratification by the shareholders. In this regard the Companyhas received a certificate from the auditors to the effect that if they are reappointedit would be in accordance with the provisions of Section 141 of the Companies Act 2013.

Secretarial Auditor:

P.S.Rao & Associates Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financialyear 2016-17 as required under Section204 of the Com- panies Act 2013 and Rules there-under. The secretarial audit report forFY 2016-17 forms part of the Annual Report as Annexure-3 to the Board’s report.

The Board has appointed P.S.Rao & Associates Practicing Company Secretaries assecretarial auditors of the Company for the financial year 2017-18.

DIRECTORS’ RESPONSES ON THE QUALIFICATIONS MADE BY THE SECRETARIAL AUDI- TORS INTHEIR REPORT:

With regard to the qualification raised in the Secretarial Audit Report with regard tonon-appointment of CFO & Company Secretary your Company has made all possible sincereand valid efforts to appoint Company Secretary and CFO but was unable to find suitablecandidates.

The Company is taking steps to appoint them during 2017-18.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINAN- CIAL STATEMENTS

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.

The Board of Directors of the Company have adopted various policies like Related PartyTrans- actions policy Whistle Blower Policy such other procedures for ensuring theorderly and efficient conduct of its business for safeguarding its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.

NOMINATION AND REMUENRATION POLICY

The Board of Directors on recommendation of the Nomination and Remuneration Committeeframed a Nomination and Remuneration policy on directors’ appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Section 178(3) of theCompanies Act 2013. a policy of the Company on directors’ appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters and to frame proper systems foridentification appointment of Directors & KMPs Payment of Remuneration to them andEvaluation of their performance and to recommend the same to the Board from time to time.Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure- 2.

RISK MANAGEMENT:

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company’s process and policies for determining risktolerance and review management’s measurement and comparison of overall risktolerance to established levels. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuous basis. Fordetails please refer to the Management Discussion and Analysis report which form part ofthe Board Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors’ confirmthat:

i. In preparation of annual accounts for the financial year ended 31st March 2017 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2017 andoftheprofit year; andloss ofthe Companyforthe

iii. The Directors have taken proper and sufficient care for their maintenance ofadequate ac- counting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. The Directors had prepared the annual accounts on a ‘going concern’basis;

v. The directors had laid down internal financial that such internal financial controlsare adequate and were operating effectively; and

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure - 1.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the criteria laid down in the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to your Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUT- GO

As your Company has not carried any operations during the financial required undersection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies

(Accounts) Rules 2014 is not being provided.

OTHER DISCLOSURES:

Committees of Board

Your company has the following committees namely:

1. AUDIT COMMITTEE

2. NOMINATION AND REMUNERATION COMMITTEE

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The constitution of all the committees is as per the Companies Act 2013 and ListingAgreement with Stock Exchanges. The details of the Constitution are mentioned in CorporateGovernance Report which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the requirements of Regulation 27 of SEBI (LODR)Regulations

2015 Listing Agreement entered with the Stock Exchanges; Report on Corporate GovernanceincludingAuditor’sCertificateon compliance with the code of Corporate Governancespecified under the said Clause forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A brief note on the Management discussion and analysis for the year is annexed as partof this report

VIGIL MECHANISM:

In pursuant to the provisions of section 117(9)( & (10) of the Companies Act 2013Listing Agreement a Vigil Mechanism for directors and employees to report genuine concernshas been established. Protected disclosures can be made by a whistle blower through to theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Company’s website.

REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL/ EMPLOYEES:

As your Company has carried limited operations during the year under review yourCompany has not employed any permanent employees on its rolls and managerial remunerationwas not paid to the Director(s) hence no information is being provided as required underSection 197(12) of the

Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

PARTICULARS OF EMPLOYEES

As required under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial

Personnel) Rules 2014 NO employee of your Company is in receipt of remuneration ofRs.102 lakh or more or employed for part of the year and in receipt of Rs. 8.5 lakh ormore a month during the financial year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of the Loans guarantees and investments if any covered under Section 186 ofthe

Companies Act 2013 are given in the notes to the financial statements pertaining tothe year under review.

DEPOSITS

Your Company has not accepted any fixed deposits and as such no principal or interestwas out- standing as on the date of the Balance sheet.

SUBSIDIARIES:

The Company has no subsidiaries; statement pertaining to the same in AOC-1 is annexedherewith as Annexure – 4.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

REFERRED TO IN SUB- SECTION (1) OF SECTION 188:

The details of all related party transactions are detailed in AOC-2 which is annexedherewith as Annexure – 5.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVEN- TION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has not employed any women employee during the financial year under reviewfurther your Company has zero tolerance for sexual harassment at workplace and ifnecessary would adopt a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redresal) Act 2013 and the rules framed thereunder.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

3. Neither the Managing Director nor the Whole-time Director of the Company receive anyremuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

5. No material changes and commitments affecting the financialposition of the Companyhave occurred between the end of the financial year and date of report.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.

For and on behalf of the Board
Sd/-
Place : Hyderabad S.PAVAN NANDAN
Date : 16-08-2017 Chairman
(DIN: 02187696)