Your Directors are pleased to present the 24th Annual Report of BaronInfotech Limited ("the Company") along with the financial statements for thefinancial year ended 31st March 2021.
The financial performance of the Company for the financial year ended 31stMarch 2021 is summarized below:
(Rs in Lakhs)
|PARTICULARS ||for the year ended |
| ||31-03-2021 ||31-03-2020 |
|Total Income for the year ||3.96 ||8.83 |
|Profit before finance costs and exceptional items ||0.13 ||(0.78) |
|Less: (a) Current tax ||- ||- |
|(b) Deferred tax ||- ||- |
|Net Profit for the year ||0.13 ||(0.78) |
|Total other Comprehensive income for the year ||- ||- |
|Total Comprehensive income for the year ||0.13 ||(0.78) |
STATE OF AFFAIRS/ REVIEW OF OPERATIONS:
The Company has been in the process of developing solutions. Some of the applicationsdeveloped have been given to customers for exploring market possibilities. The Company isexpecting revenues to be generated on successful launch of any such application. Tillthen the amount spent in developing and marketing such applications is being treated asexpense.
SUBSIDIARIES/ ASSOCIATES / JOINT VENTURES
The Company has no subsidiaries/ associate companies/ joint ventures; a statementpertaining to same in Form No. AOC-1 is enclosed to this Report as ANNEXURE-IV.
In the absence of profits your directors do not recommend dividend for the financialyear 2020-21.
In the absence of profits no amount is proposed to be transferred to the GeneralReserves of the Company.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company is duly constituted with an optimum combinationof Executive and NonExecutive Directors including a Woman Director with the Whole-timeDirector being the Chairman and the Independent Directors forming majority. During theperiod under review there are no changes in board of directors.
DIRECTOR'S RESPONSIBILITY STATEMENT
Your Director's state that:
I. in preparation of the final accounts for the financial year 2020-21 the applicableaccounting standards read with requirements set out in Schedule III of the Companies Act2013 have been followed and proper explanations relating to material departures therefromif any have been provided;
II. they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give true and fair viewof state of affairs of the Company at the end of the financial year 2020-21 and profit andloss of the Company for that period;
III. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;
IV. they have prepared the annual accounts on a going concern basis; and
V. they have laid down the internal financial controls to be followed by the Companyand that such financial controls are adequate and operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations pursuant toSection 149(7) of the Companies Act ("the Act") affirming that they meet thecriteria of independence as set out in the Section 149(6) of the Act and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("the Listing Regulations")
POLICY ON DIRECTOR'S APPOINTMENT REMUNERATION AND OTHER MATTERS
Pursuant to the provisions of Section 178(3) of the Act the Board of Directors has onthe recommendation of Nomination and Remuneration Committee (NRC) formulated a'Nomination and Remuneration Policy' for determining the qualifications positiveattributes and independence of directors as well as remuneration to be paid to thedirectors key managerial personnel and other employees.
The Nomination and Remuneration Policy of the Company is displayed in the website ofthe Company.
FORMAL ANNUAL PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance aswell as that of its Committees and individual directors pursuant to the provisions ofSection 134 178 and Schedule IV of the Act. A structured set of criteria was adoptedafter taking inputs received from the directors covering various aspects of the Board'sfunctioning such as adequacy of composition of the Board and its Committees execution andperformance of specific duties by the Board of Directors independence governance ethicsand values attendance and contribution at the meetings etc.
Pursuant to the Regulation 17 read with Schedule V to the Listing Regulations theperformance of the Independent Directors was evaluated by Board after seeking inputs fromall the directors on the effectiveness and contribution of the Independent Directors.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members based on criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed and evaluatedthe performance of the individual directors on the basis of criteria such as preparednesson the issues to be discussed in the Board and Committee meetings meaningful andconstructive inputs provided and contribution made by them therein etc.
In a separate meeting of Independent Directors held on 13th February 2021the performance of the NonIndependent directors the Board as a whole and the Chairman ofthe Board was evaluated taking into the views of executive directors and non-executivedirectors excluding the director being evaluated the quality the quantity and thetimeliness of the flow of information between the Company's management and the Board whichenables the Board to perform its functions reasonably and effectively.
NUMBER OF MEETINGS OF THE BOARD
Regular meetings of the Board were held during the year to discuss various businesspolicies and strategies. The Board of Directors met four (04) times during the year2020-21. The particulars of the meetings held and attended by each of the directors aredetailed in the Corporate Governance Report forming part of this Report.
|31-07-2020 ||15-09-2020 ||12-11-2020 |
|13-02-2021 || || |
PARTICULARS OF EMPLOYEES
By virtue of limited operations carried during the year only 03 permanent employeeswere employed by the Company during the said period. Likewise no remuneration was paid toany employee or Director. Hence the particulars as stipulated under section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Key Managerial Personnel) Rules 2014 are not being disclosed.
The statement pursuant to the provisions of Rule 5(2) of the Companies (Appointment andRemuneration of Key Managerial Personnel) Rules 2014 showing the names and other detailsof the top ten employees of the Company in terms of remuneration drawn and such otheremployees drawing remuneration in excess of the amount prescribed under such Rules is notrequired to be furnished as like stated hereinabove no employee was in receiptof anyremuneration during the year under review.
In terms of Section 177(9) of the Companies Act 2013 the Company has established avigil mechanism for directors and employees to report a genuine concern of violations orillegal or unethical behavior. The Vigil mechanism provides for adequate safeguardsagainst victimization of directors and employees who avail the mechanism and also providesdirect access to the Chairman of the Audit Committee in appropriate or exceptional cases.
RISK MANAGEMENT POLICY
The Board of Directors has framed and adopted a Risk Management Policy that identifiesvarious elements of risks which in its opinion may threaten the existence of theCompany as well as contains measures to control and mitigate the same.
CORPORATE SOCIAL RESPONSIBILITY
As the Company did not fall under the purview of sub section (1) of Section 135 of theCompanies Act 2013 during the year the provisions of the Corporate Social Responsibilityas set out in the said section were not applicable to it and accordingly it has not madeany contributions towards CSR activities.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide a work environment that ensures every employee istreated with dignity respect and afforded equal treatment and has zero tolerance towardsexual harassment at the work place.
In accordance with the Sexual Harassment of Woman at Workplace (Prevention prohibitionand redressal) Act 2013 and Rules made thereunder the Company has put in place a policyfor prevention of sexual harassment at workplace and has also constituted an InternalComplaints Committee to take cognizance of complaints relating to sexual harassment aswell as to take necessary actions thereon. During the year under review no complaints inrelation to sexual harassment were received by the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees or provided any security underSection 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
In terms of section 188(2) and 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties during the year 2020-21 are detailed in Form AOC -2 forming part of thisReport as ANNEXURE- V.
The Related party disclosures as specified in Regulation 34(3) read with Para A ofSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations ("the Listing Regulations") are enclosed to thisReport as ANNEXURE - VI.
EXTRACT AS REQUIRED PURSUANT TO THE PROVISIONS OF SECTION 92(3) OF THE COMPANIES ACT2013 AND RULE 12(1) OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES 2014 HASPLACED IN THE WEBSITE OF THE COMPANY (https://www.baroninfotech.com).
A report on Corporate Governance as specified in Section 134(3) containing the mattersspecified in Para C of Schedule V of the Listing Regulations in not applicable to thecompany. In this regard the company has filed a declaration with the stock exchange.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the Listing Regulations is presented as ANNEXURE - VIII to thisReport.
NSVR & Associates LLP Chartered Accountants (Firm Registration No:00801S/S200060) were appointed as the Statutory Auditors of the Company for a second termof Five (05) years at the 23rd Annual General Meeting held on 30thSeptember 2020 to hold office till the conclusion of the 28th Annual General Meeting tobe held in the year 2025.
The Report of the Statutory Auditors on the financials of the Company for the financialyear 2020-21 form part of the financial statements forming part of the Annual Report andcontain no observation qualification or adverse remarks.
In accordance with the provisions of Section 204 of the Companies Act 2013 the Boardof Directors pursuant to the recommendations of Audit Committee had appointed M/s P.S.Rao & Associates Companies Secretaries to conduct the Secretarial Audit of theCompany for the financial year 2020-21.
The Secretarial Audit Report for the financial year 2020-21 issued by the SecretarialAuditors is enclosed herewith as ANNEXURE - VII.
Director's comments on the qualifications made by the Secretarial Auditors in theirAudit Report:
1. Certain members of the Promoter group have not complied with the provisions of SEBICircular No. CIR/ISD/3/2011 which requires all the shares of Promoters and Promoter Groupto be in dematerialized form. Further certain members of the Promoter Group having sharesin physical mode have not provided their PAN and bank account details as required by SEBICircular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018.
The concerned promoters/ members of the promoter group have not responded to theCompany's request asking them to provide their PAN and bank account details and to gettheir shares dematerialized despite persistent efforts made by the Company.
The Board of Directors on the recommendation of the Audit Committee has appointed Ms.Sravanthi Karuturi Chartered Accountant (M. No 239567) as the Internal Auditor of theCompany for the Financial year 2021-22.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has Internal Control Systems commensurate with size scale and complexityof its operations.
The Board of Directors have adopted various policies like Related Party TransactionsPolicy Whistle Blower Policy and such other procedures for ensuring the orderly andefficient conduct of its business for safeguarding its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the company; work performed by the statutory and secretarialauditors including audit of internal financial control over financial reporting by thestatutory auditors and reviews performed by the management and Audit Committee the Boardof Directors is of the opinion that the Companies internal financial controls wereadequate and effective during the financial year 2020-21
CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION FOREIGN EARNINGS AND OUTGO
The information on Energy Conservation Technological Absorption and Forex earning/outgo as prescribed under Section 134(3)(m) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 to the extent applicable is furnished inANNEXURE - IXto this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review the Company has complied with the Secretarial Standards Iand II on Meetings of the Board as well as General Meetings respectively as issued bythe Institute of Companies Secretaries of India and notified by the Ministry of CorporateAffairs.
Your directors state that during the year under review:
1. The Company did not issue any equity shares with differential rights as to voting orotherwise
2. The Company did not issue equity shares (including sweat equity shares) to employeesof the Company under any scheme.
3. The Company has not accepted any deposits from public and as such no amount ofprincipal or interest on deposits from the public is outstanding as on the date of thebalance sheet.
4. Maintenance of Cost records as specified by the Central government under section148(1) of the Companies Act 2013 is not required by the Company.
5. No fraud has been reported by the Auditors to the Audit Committee or Board of theCompany.
6. No Company has become or ceased to be a subsidiary an associate company or a jointventure of the Company.
7. Neither the Managing Director nor the Whole-time Director receives any remunerationor commission from any of the Company's subsidiaries - The Company has no subsidiary
8. There was no change in the nature of business of the Company.
9. No material changes and commitments affecting the financial position of the Companytook place between the end of the financial year and the date of this report.
The Board of Directors acknowledges the support extended to the Company by itscustomers investors vendors bankers and associates as well as by various governmentalauthorities and places on record its sincere appreciation and gratitude for the same.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Bharani Ganapavarapu |
|Date : 06.09.2021 ||Chairman & Whole-time Director |
|Place: Hyderabad ||DIN: 08631433 |