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Bartronics India Ltd.

BSE: 532694 Sector: IT
NSE: BARTRONICS ISIN Code: INE855F01034
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VOLUME 89364
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OPEN 18.00
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VOLUME 89364
52-Week high 20.40
52-Week low 7.50
P/E
Mkt Cap.(Rs cr) 60.44
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bartronics India Ltd. (BARTRONICS) - Director Report

Company director report

To the Members

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

Company Performance:

Your Company has achieved a turnover of Rs. 4387.06 lakhs for the period ended 31stMarch 2015 (consisting of 18 months i.e. from 1st October 2013 to 31st March 2015)against the turnover of Rs. 11362.85 lakhs for the previous year ended 30th September2013 (12 months only) the highlights of the financial results are as follows:

Rs. in Lakhs
Particulars 2013-2015 (18 Months) 2012-2013 (12 Months) (Restated)
Profit Before Depreciation & Interest (47.89) (1136.21)
Financial Costs 7004.75 5046.14
Depreciation 5721.11 5276.84
Profit Before Tax (12773.75) (11459.19)
Provision for Tax
- Current Tax - -
- Deferred Tax (1528.94) (3470.36)
Profit After Tax (11244.81) (7988.83)
Balance of profit brought forward from earlier years 2847.11 9782.48
Add: Excess Provision for IT written off - 1076.47
Profit available for appropriation (8397.70) 2870.12
Approp ri ation s: - -
Proposed Dividend: - -
- Equity - -
- Preference - -
- Dividend Tax - -
Balance of Profit (8397.70) 2870.12

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 guidelinesof RBI.

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

Your Company continues to see strong growth traction across existing business andexpects 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 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 2015 out of FCCB 2013 issue Nil
Outstanding FCCBs as on 31st March 2015 (In Millions US$) 50

The Foreign Currency Convertible Bonds (FCCB’s) are listed on the Singapore StockExchange. These bonds were due for redemption in February 2013. The company has appointedM/s Avista Advisory Group Mumbai to assess all the options available with the companyand finalize best suited approach in order to address the maturity. The options availablewith the company include restructuring the bonds i.e. rolling over the bonds for nextfive years or replacing the bonds with fresh bonds or redeeming all the bonds at amutually agreeable price. With these available options; the Company along with M/s AvistaAdvisory Group Mumbai has got in touch with the bondholders and has initiateddiscussions which are at advanced stages now. The company had filed a request for anextension of the maturity of the bonds to 4th May 2014 with Reserve Bank of India whichwas granted vide letter dated 21st February 2014. The company has applied for furtherextension of the maturity of the Bonds to Reserve Bank of India (RBI) and the Company iswaiting to hear from RBI to move forward. The Company is confident of addressing thematurity of Bonds shortly.

Changes to Share Capital:

At present the Authorized Share Capital of the Company stands at Rs. 110 crores and thepaid up capital stand at Rs. 34.04 crores there has been no change in the share capitalduring 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 30thSeptember 2014) of your Company has been extended up to 31st March 2015 consisting of 18months i.e. from 1st October 2013 to 31st March 2015 in order to maintain uniformaccounting year as per new provisions of the Companies Act 2013 so that the balancesheet and profit and loss account giving effect to such extension shall be compiled for aperiod of 18 months for the period 2013-2015 (from 01st October 2013 to 31st March2015) accordingly the time to hold/ conduct Annual General Meeting for the period 2013-15is extended up to 30th June 2015 with the approval of Registrar of Companies HyderabadAndhra Pradesh & Telangana.

Restatement of Financial Statements for the Financial Year 2013:

National Stock Exchange of India Limited Mumbai vide their letter no NSE/LIST/1583dated 30th October 2014 has advised the Company to restate the Financial Statements forthe year ended 30th September 2013 (i.e. Financial Year 2012-13) on the impact of tradereceivables of the Company i.e. the Company was advised to create provision for the tradereceivables 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 thefinancials by creating provision for trade receivables and the same were circulated to theStock 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 Section186 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 theCompanies Act 2013 are given in the notes to the Financial Statements.

Subsidiary Companies:

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

Bartronics Asia Pte Limited:

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limitedon 14th June 2007 in the Republic of Singapore with a Share Capital of US$ 769500.Bartronics Asia Pte Limited (BAPL) acquired the only issued share of Cason Limited on 21stDecember 2007; subsequently the name of the Company was change to Bartronics Hong KongLimited with effect from 15th October 2008. In the month of April 2011 BAPL acquired theonly 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 awholly owned subsidiary of Bartronics India Limited with a share capital of AED 150000Shares.

Consolidated Financial Statements:

As required under the Listing Agreements entered into with the Stock Exchanges and asper provisions of Companies Act 2013 a consolidated financial statement of the Companyand all its subsidiaries is attached. The consolidated financial statement has beenprepared in accordance with the relevant accounting standards as prescribed under Section129 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 expensesand other details of the Company and its subsidiaries.

The annual accounts of the subsidiary companies will also be kept for inspection by anyinvestor at its Head Office in Hyderabad and that of the subsidiary companies concerned. Agist 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 theperiod 2013-2015.

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

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company’s futureoperations.

Industrial Relations:

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

Directors:

In accordance with the Articles of Association of the Company Mr. A. B. Satyavas Reddyis 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 anAdditional Director (Independent) of the Company w.e.f. 12 th February 2014 and appointedMrs. A. Syamala Reddy as an Additional Director (Independent) of the Company w.e.f. 30thMarch 2015.

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

Further Mr. Sudhir Sundar Rao was reappointed as Managing Director of the Company from20th 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 ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Stakeholder Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings:

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

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

Directors’ Responsibility Statement:

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

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

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

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 financialcontrols were adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions ofall 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 Companyoccurred between the end of the period of the Company and date of this report:

S. No Particulars Change (Yes/No)
(a) The purchase sale or destruction of a plant or the destruction of inventories. No
(b) A material decline in the market value of inventories or investments No
(c) The expiration of a p atent which had given the Company a virtual monopoly in the sale of its principal products. No
(d) The settlement of tax liabilities of prior period and the settlement of any legal or other proceedings either favourably or adversely if they were pending at the balance-sheet date. No
(e) The institution of importance proceedings against the Company. No
(f) Material change in the capital structure in the resulting from the issuance retirement or conversion of share capital or stock . No
(g) The disposal of a substantial part of the undertaking or the profits or loss whether of a capital or revenue nature. No
(h) Alteration in the wage structure arising out of Union Negotiations. No
(i) Incurring or any reduction of longterm indebtedness. No
(j) Entering into or cancellation of contracts. No
(k) Refund of taxes or completion of assessments No

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(VIH)(A)(2).

Code of Conduct:

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

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. The Code of Conduct has been posted on Companies website. Board Membersand Senior Management Personnel have affirmed Compliance with the Code for the period201315. A separate declaration to this effect is made out in the Corporate GovernanceReport.

The Company has adopted code of practices and procedures for fair disclosures ofunpublished 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) Regulations2015.

Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo:

Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in theAnnexure-A attached hereto and forms part of this Report.

Statutory Auditors:

The Company’s Statutory Auditors M/s T. Raghavendra & Associates CharteredAccountants [Registration No.003329S] Hyderabad will retire at the ensuing Annual GeneralMeeting of the Company and being eligible offers themselves for re-appointment.

The Company has received necessary certificates from the Auditor pursuant to Section139 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 beingsought at the ensuing Annual General Meeting.

Your Board recommends the appointment of M/s T. Raghavendra & Associates CharteredAccountants 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 hasappointed 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 AuditReport 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 employeesare 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 employeesof the Company is annexed as per Annexure C.

Human Resource Management:

The Company believes and considers its human resources as the most valuable asset. TheManagement is committed to providing an empowered performance oriented and stimulatingwork environment to its employees to enable them realize their full potential. Robust HRprocesses and initiatives adopted by the Company helped in containing the attrition ofexecutives. 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 Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.

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

Quality:

Your Company accorded high priority to quality safety training development healthand environment. The Company endeavors to ensure continuous compliance and improvements inthis regard.

Insurance:

All the properties and insurable assets of the Company including Building Plant andMachinery stocks etc. wherever necessary and to the extent required have beenadequately covered.

Fixed Deposits:

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

Corporate Governance:

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

Risk Management Policy:

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

Corporate Social Responsibility:

The Board of Directors of the Company had constituted Corporate Social ResponsibilityCommittee and had formulated a policy on Corporate Social Responsibility. The Company wasnot 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 annexedherewith as "Annexure D".

Whistle Blower Policy and Vigil Mechanism:

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.

Explanation to the Qualifications in Auditor’s Report and Secretarial AuditReport:

There are no qualifications or adverse remarks in the Auditor’s Report orSecretarial Audit Report:

Acknowledgement:

The Board of Directors of the Company extends their sincere appreciation to theGovernment Bankers Financial Institutions and others for their kind support. On behalfof the Company the Board of Directors thanks the Employees for their valuable efforts andthe 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

Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

S. No. Name of the Company Financial Year of the Subsidiary Company ended on Country of Incorporation Percentage of Shareholding Reporting currency and Exchange rate
1. Bartronics Asia Pte. Ltd. 31.03.2015 Singapore 100% USD
2. Bartronics Middle East FZE 31.03.2015 UAE 100% USD
Subsidiaries of Bartronics Asia Pte. Ltd
3. Bartronics Hong Kong Limited 31.03.2015 Hong Kong 100% USD
4. Veneta Holdings Limited 31.03.2015 Mauritius 100% USD
5. Bartronics Global Solutions Limited 31.03.2015 India 99% INR
6. Burbank Holdings Limited 31.03.2015 Mauritius 100% USD

 

Name of the Subsidiary Share capital Reserves & Surplus Total Liabilities Total Assets Inve stment Turn over Profit before taxes Provision for taxation Profit after taxes Proposed Dividend
Bartronics Asia Pte. Ltd 21597042 466954 7462784 29526780 10143 462477 -524013 -524013
Bartronics Middle East FZE 41096 806713 7826636 20967384 459051 -2298.01 -2298.01
Bartronics Hong Kong Limited 1 7953902 2731992 10685895 4463434 -140350 -140350
Veneta Holdings Limited 100 776139 20845099 21621337 9340000 55000 55000
Bartronics Global Solutions Limited 10000 -249564 1082090 842525 1881003 -139597 -139597
Burbank Holdings Limited 100 -100000 103400 3500

Part "B": Associates and Joint Ventures

The Company does not have any Associates or Joint Ventures therefore statementpursuant to Section 129 (3) of the Companies Act 2013 related to Associate Companies andJoint Ventures is not applicable.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:Nil (All related party transactions are taken up on arms length basis).

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis

a) Name(s) of the related party and nature of relationship) Bartronics Asia Pte Ltd (BAPL) —Subsidiary
(b) Nature of contracts / arrangements / transactions 1. Sales Transactions of Rs. 153.38 Lakhs
2. Advances of Rs. 6312.88 Lakhs
3. Receivables against sales of Rs. 82.13 Lakhs
(c) Duration of the contracts / arrangements/ transactions Transactions had taken place during the period 1st Oct 2013 to 31st Mar 2015
(d) Salient terms of the contracts or arrangements or transactions including the value if any: General Business Transactions
(e) Date(s) of approval by the Board if any: The companies had entered into these transactions for the ease of doing business and increasing efficiency.
Amount paid as advances if any: Nil

 

BY ORDER OF THE BOARD
Sudhir Sundar Rao A. B. Satyavas Reddy
Managing Director Director
Place: Hyderabad
Date: 20.05.2015

Annexure-A to the Directors’ Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

A. CONSERVATION OF ENERGY:

a) Energy conservation Energy saving measures is being implemented to reduce energy cost per unit of manufacture.
b) Additional investment and proposals if any being implemented for reduction of consumption of energy. --NIL--
c) Impact of the measures at (a) and (b) above for reduction of energy and consequent impact on cost of production. Cost of production will come down and prices will become competitive.
d) Total energy consumption and energy consumption per unit of production. Details given hereunder in Table-A.

B. TECHNOLOGY ABSORPTION:

A Efforts made in technology absorption. Details given hereunder in Table- B.

C. FOREIGN EXCHANGE EARNINGS & OUTGO:

f) Activities relating to export initiatives taken to increase exports development of new export markets for products and services and export plans. The Company has planned expansion of export markets.
g) Total foreign exchange used and earned. Earned Rs. 5074.11 Lakhs Used Rs.28.65 Lakhs.

TABLE-A

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY: Electricity - purchased formanufacture of Smart Cards and Related Products:

2013-15 (18 Months) 2012-13 (12 Months)
Units (KWH) 367000 176520
Total amount (Rs.) 3819514 2228198
Rate/units (Rs) 10.41 12.62
Diesel - -

TABLE-B

Disclosure of particulars with respect to Technology Absorption Research andDevelopment (R&D)

1. Specific areas in which R&D carried out by the Company : -Nil-
2. Benefit derived as a result of the above R &D : -Nil-
3. Future plan of Action: Completion of product development action Expenditure on R&D : -Nil-
4. Technology Absorption Adoption and Innovation:

 

1. Efforts in brief made towards technology absorption adoption and innovation. :
2. Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution. :
3. In case of imported technology (imported during the last five years reckoned from the beginning of the period)
a) Technology imported : N.A.
b) Year of import
c) Has technology been fully absorbed
d) If not fully absorbed areas where this has not taken place reasons here of and future plans of action

Annexure-B to the Directors’ Report

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Bartronics India Limited

Survey No. 351 Raj Bollaram Village

Medchal Ranga Reddy District

Telangana — 501401.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Bartronics India Limited(hereinafter called the "Company"). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the period ended on 31st March 2015 (consisting of 18 monthsfrom 01.10.2013 to 31.03.2015) complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance- mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the period ended on 31st March 2015 according tothe provisions of:

i) The Companies Act 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the audit period);

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on 28th October 2014.;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the audit period);

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during the audit period);

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company during the audit period);

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

ii) The Listing Agreements entered into by the Company with the National Stock Exchangeof India Limited (NSE) & BSE Limited (BSE).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that having regard to the compliance system prevailing in the Companyand on examination of relevant documents and records in pursuance thereof on test-checkbasis and on the basis of the management representation that the Company has complied withall the industrial specific applicable laws.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent in advance as required and a system exists for seekingand obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.

Majority of the decisions at Board Meetings and Committee Meetings are carried outunanimously as recorded in the minutes of the respective meetings. I further report thatthere are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.

I further report that the following is the brief of events undertaken by Company duringaudit period:

• During the period 2013-15 Six (6) Board meetings were held on 29th November2013 12th February 2014 14th May 2014 25th July 2014 14th November 2014 and 20 thJanuary 2015.

• During the period 2013-15 Six (6) Audit Committee meetings were held on 29 thNovember 2013 12th February 2014 14th May 2014 25th July 2014 14th November 2014and 20th January 2015.

• The Financial Year 2013-14 (consisting of 12 months i.e. from 1st October 2013to 30 th September 2014) of your Company has been extended up to 31st March 2015consisting of 18 months i.e. from 1st October 2013 to 31st March 2015 in order tomaintain uniform accounting year as per new provisions of the Companies Act 2013.Accordingly the time to hold/conduct Annual General Meeting for the period 2013-15 isextended up to 30th June 2015 with the approval of Registrar of Companies HyderabadAndhra Pradesh & Telangana.

• The Company has received a letter from National Stock Exchange of India LimitedMumbai vide their letter no NSE/LIST/1583 dated 30th October 2014 to restate its previousyear Financial Statements i.e. 2012-13 with regards to trade receivables of the Company.

• The Company at their Board of Directors meeting held on 20th May 2015 hasrestated the financials for the year 2012-13 by creating provision for trade receivables

Place: Hyderabad Y. RAVI PRASADA REDDY
Date: 20th May 2015 FCS No.: 5783
C. P. No.: 5360

Annexure-C to the Directors’ Report

Statement pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in respect of employees of theCompany.

S.No. Disclosure Particulars
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial period During the period no remuneration was paid to the Managing Director Hence ratio of remuneration stands at 0(Zero).
2. The percentage increase in remuneration of each director Chief Executive Officer Nil
3. Company Secretary or Manager if any in the financial year; the percentage increase in the median remuneration of employees in the financial period Nil
4. The number of permanent employees on the rolls of company 238
5. The explanation on the relationship between average increase in remuneration and company performance As the company faced challenges in retaining its talent pool because the company was not able to revise salary structure for 3 preceding years. To address this company had decided to revise salaries of its key employees so that the company will be better prepared to overcome challenges and retain the expected growth trajectory
6. comparison of the remuneration of the Key Managerial Personnel against the performance of the company Mr. Pundarika Bibireddy CEO was paid Rs. 3516739/- against Company’s consolidated Revenue of Rs. 170 Crores during the financial period (consisting of 18 months) under consideration.

 

7. Details 31.03.2015 30.09.2013 Variation %
Variations in the market capitalisation of the company 38.27 Crores 23.9 Crores 60.13%
Price earnings ratio as at the closing date of the current financial year and previous financial year (0.34) (0.34) Nil
Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer (91.47)

 

8. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration The Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year was 42% for employees having salary below Rs. 50000 and there were no increase in the managerial remuneration.
9. The key parameters for any variable component of remuneration availed by the directors; N.A.
10. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the period N.A.
11. Affirmation that the remuneration is as per the remuneration policy of the company. Yes

Annexure-D to the Directors’ Report

Form MGT- 9

EXTRACT OF ANNUAL RETURN

as on period year ended on 31.03.2015

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L29309AP1990PLC011721
Registration Date 10/09/1990
Name of the Company Bartronics India Limited
Category / Sub-Category of the Company Company having Share Capital
Address of the Registered office and contact details Survey No. 351 Raj Bollaram Village Medchal Mandal Telangana — 501401.
Whether listed company Yes
Name Address and Contact details of Registrar and Transfer M/s Bigshare Services Private Limited
Agent if any 306 Right Wing 3rd Floor Amrutha Ville
Opp: Yashoda Hospital Raj Bhavan Road Somajiguda Hyderabad - 500 082.
Phone No 040-2337 4967
Email: bsshyd@bigshareonline.com
Website: bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Engaged in the manufacturing of Smart cards and RFID (Radio Frequency Identification) equipments Group : 368 Class : 368.9 47.48%
2 Financial Inclusion Project - 52.52%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No. Name And Address Of The Company Cin/Gln Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 Bartronics Asia Pte Limited Foreign Company Subsidiary 100 2(87)
2 Bartronics Middle east FZE Foreign Company Subsidiary 100 2(87)
Subsidiaries of Bartonics Asia Pte Ltd.
3 Bartronics Hongkong Foreign Company Subsidiary 100
4 Veneta Holdings Limited Foreign Company Subsidiary 100
5 Bartronics Global Solutions Limited U72200TG2011PLC074715 Subsidiary 99
6 Burbank Holdings Limited Foreign Company Subsidiary 100

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the period

No. of Shares held at the end of the period

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the period
A. Promoters
(1) Indian
a) Individual/HUF 1050800 0.00 1050800 3.09 1050800 0.00 1050800 3.09 0.00
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. 3218390 0.00 3218390 9.45 3218390 0.00 3218390 9.45 0.00
e) Banks / FI - - - - - - - - -
f) Any Other.... - - - - - - - - -
Sub-total (A) (1):- 4269190 4269190 12.54 4269190 4269190 12.54 0.00
(2) Foreign - - - - - - - - -
a) NRIs - Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other.. - - - - - - - - -
Sub-total (A) (2):- 0 0 0.00 0 0.00 0 0.00
Total shareholding of Promoter (A)=(A) (1)+(A) (2) 4269190 4269190 12.54 4269190 4269190 12.54 0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI 1461675 1461675 4.29 1038560 1038560 3.05 3.58
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 1461675 1461675 4.29 1038560 1038560 3.05 3.58
2. Non-Institutions 0.00
a) Bodies Corp. 0.00
i) Indian 3910232 3910232 11.48 2885811 8.48 2885811 8.48 10.74
ii) Overseas 1500 2100 0.00 600 0.00 600 0.00 0.00
b) Individuals 0.00
i) Individual shareholders 18604807 2792 18607599 54.66 18479834 54.27 18479834 54.27 53.67
holding nominal share capital upto Rs. 1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 4108178 4108178 12.07 5697421 16.73 5697421 16.73 10.68
c) Others (specify)
i) Trusts 3150 3150 0.01 1450 0.00 1450 0.00 0.01
ii) Non Resident Indians 1644470 1644470 4.83 1547886 4.55 1547886 4.55 3.89
iii) Clearing members 42267 42267 0.12 128109 0.38 128109 0.38 0.06
Sub-total (B)(2):- 28314604 2792.00 28317996 83.17 28741111 84.41 28741111 84.41 -
Total Public Shareholding (B)=(B)(1)+ (B)(2) 29776279 29779671 87.46 29779671 87.46 -
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 34048861 100.00 34048861 100.00 -

ii) Shareholding of Promoters

Sl. No. Shareholder’s Name

Shareholding at the beginning of the period

Share holding at the end of the period

No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the period
1 Shri A.B.Satyavas Reddy 1050797 3.09 678000 1050797 3.09 678000 0
2 Shri Nihar K Oza 3 0 0 3 0 0 0
3 M/s Satya Straps & Packing Technologies Limited 1018390 2.99 15000 1018390 2.99 15000 0
4 M/s Info tech Infin & Trading Pvt Ltd 2200000 6.46 0 2200000 6.46 0 0
Total 4269190 12.54 693000 4269190 12.54 693000 0

iii) Change in Promoters’ Shareholding (please specify if there is no change)

Shareholder Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company

No Change in Promoter’s Shareholding during the Period.

v) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sl. No. For Each of the Top 10 Shareholders

Shareholding at the beginning of the period

Cumulative Shareholding during the period

At the beginning of the period No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Indian Overseas Bank 665500 1.955 665500 1.955
2 Naman Finance & Investment Private Limited 441919 1.298 1107419 3.252
3 Ifci Ltd 376472 1.106 1483891 4.358
4 Sicom Ltd. 373060 1.096 1856951 5.454
5 Ht Media Limited 308166 0.905 2165117 6.359
6 Chakradhara Rao Potluri 243471 0.715 2408588 7.074
7 Ajit Chandraraj 206579 0.607 2615167 7.681
8 Brand Equity Treaties Limited 184899 0.543 2800066 8.224
9 Badiwal Softwares Private Limite 122500 0.360 2922566 8.583
10 Tarun Jain 104000 0.305 3026566 8.889

Date wise Increase / Decrease in Shareholding During the period there were no furtherallotment by the during the year specifying the reasons for increase Company and no changein increase or decrease is not more / decrease (e.g. allotment / transfer / bonus / than2% of the Capital. sweat equity etc)

At the End of the year (or on the date of separation if separated during the year)

1 Indian Overseas Bank 665500 1.955 665500 1.955
2 Naman Finance & Investment Private Limited 441919 1.298 1107419 3.252
3 Sicom Ltd. 373060 1.096 1480479 4.348
4 Chakradhara Rao Potluri 219194 0.644 1699673 4.992
5 Ajit Chandraraj 206579 0.607 1906252 5.599
6 R Padmavati 142000 0.417 2048252 6.016
7 Rajni Tarun Jain 104000 0.305 2152252 6.321
8 Dipak Kanayalal Shah 103000 0.303 2255252 6.624
9 Prabhakar Reddy Palicherla 85091 0.250 2340343 6.873
10 Karvy Stock Broking Ltd 82785 0.243 2423128 7.117

vi) Shareholding of Directors and Key Managerial Personnel:

Sl. No. For Each of the Directors and KMP

Shareholding at the beginning of the period

Cumulative Shareholding during the period

At the beginning of the year No. of shares % of total shares of the company No. of shares % of total shares of the company
1 A B Satyavas Reddy 1050797 3.086 1050797 3.086
2 Sudhir Sundar Rao 468996 1.377 1519793 4.464

 

Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): There is no change during the period
At the End of the period Same as beginning of the period

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment:

(Rs. in Lakhs)
Secured Loans Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 34435.38 32382.06 - 66817.45
ii) Interest due but not paid 4999.74 - - 4999.74
iii) Interest accrued but not due 33.87 - - 33.87
Total (i+ii+iii) 39468.99 3238206 71851.06
Change in Indebtedness during the financial year
- Addition 5195.10 412.06 - 5607.16
- Reduction 4803.41 - - 4803.41
Net Change 391.69 412.06 - 803.75
Indebtedness at the End of the financial year
i) Principal Amount 29665.85 32794.12 - 62459.97
ii) Interest due but not paid 10194.84 - - 10194.84
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 39860.69 32794.12 - 72654.81

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD Mr. Sudhir Sundar Rao Total Amount (in Rs.)
1. Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 3780000 3780000
b) Value of perquisites u/s17(2) Income-tax Act1961 191178 191178
c) Profits in lieu of salary undersection 17(3) Income-tax Act 1961 4428000 4428000
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission
- as % of profit Nil Nil
- others specify...
5. Others Nil Nil
Total(A) 8400000 8400000
Ceiling as per the Act Rs. 6000000 as per Schedule V

Note: though Mr. Sudhir Sundar Rao was eligible for the above remuneration but noremuneration was paid to Mr. Sudhir Sundar Rao during the period

B. Remuneration to other directors:

Name of Directors

Total Amount (in Rs.)

Sl. No. Particulars of Remuneration Mr. C Prakash Ramaiah Mr. K. Udai Sagar Mrs. A. Syamala Reddy Mr. A. Subrah manyam
3. Independent Directors
• Fee for attending board/ committee meetings 50000 60000 0 10000 120000
• Commission 0 0 0 0 0
• Others please specify 0 0 0 0 0
Total (1) 50000 60000 0 10000 120000
4. Other Non-Executive Directors

Mr. A. B. Satyavas Reddy

• Fee for attending board/committee meetings Nil
• Commission Nil Nil
• Others please specify Nil
Total (2) Nil Nil
Total (B) = (1+2) 500000 60000 0 10000 120000
Total Managerial Remuneration Nil
Overall Ceiling as per the Act

Within the Limits of Section 197 and Schedule

C. Remuneration To Key Managerial Personnel Other Than Managing Director:

(in Rs.)
Sl. No. Particulars of Remuneration Key Managerial Personnel
CEO
1. Gross Salary
a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 Rs.3516732/-
b) Value of perquisites u/s17(2) Income-tax Act 1961 Nil
c) Profits in lieu of salary under Section17(3) Income-tax Act 1961 Nil
2. StockOption Nil
3. SweatEquity Nil
4. Commission
- as % of profit Nil
- others specify...
5. Others please specify Nil
Total Rs.3516732/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made if any (give Details)
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil

 

BY ORDER OF THE BOARD
Sudhir Sundar Rao A. B. Satyavas Reddy
Managing Director Director
Place: Hyderabad
Date: 20.05.2015

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