To the Members, Bartronics India Limited Hyderabad, Telangana, India
The Board of Directors has pleasure in presenting the Thirty Second (32
) Annual Report of the Company for the financial year ended 31" March, 2024.
1, FINANCIAL SUMMARY/HIGHLIGHTS:
Your Company has achieved a turnover of Rs.4,883.80 lakhs for the
financial year ended 31" March 2024 against the turnover of Rs.5,262.71 lakhs for the
previous year ended 31% March 2023. Key highlights of financial performance of your
Company for the financial year 2023-24 are provided below:
(Rupees in Lakhs)
| Particulars |
2023-24 |
2022-23 |
|
(12 months) |
(12 months) |
| Profit Before Depreciation, Interest &
Exceptional |
141.86 |
255.78 |
| Items |
|
|
| Financial Costs |
0 |
2,621.11 |
| Depreciation |
44.64 |
417.8 |
| Profit/(loss) Before Exceptional Items and
Tax |
97.22 |
(2,783.13) |
| Exceptional Items(Income/(expense) |
(73.77) |
15,752.20 |
| Profit Before Tax |
23.45 |
12,969.07 |
| Provision for Tax |
- |
- |
| - Current Tax |
- |
- |
| - Deferred Tax |
(114.82) |
1,946.61 |
| Profit After Tax |
138.27 |
11,022.46 |
| Balance of profit brought forward from
earlier years |
(26,873.74) |
(37,924.93) |
| Add: Excess Provision for IT written off |
- |
- |
| Less : OCI |
28.61 |
0 |
| Less: Adjustments |
0 |
28.75 |
| Profit available for appropriation |
(26,764.07) |
(26,873.74) |
| "Appropriations" |
- |
- |
| "Proposed Dividend" |
- |
- |
| - Equity |
- |
- |
| - Preference |
- |
- |
| - Dividend Tax |
- |
- |
| Balance of Profit |
(26,764.07) |
(26,873.74) |
2. Business Update And State Of Company's Affairs:
The Company was incorporated in Hyderabad, India in 1990. It is 32nd
Annual General Meeting since its incorporation, but the Ist year of operations under the
new management. And the new management is under the process to utilise company?s core
competences, and also planning to expand business, by opening a separate business vertical
or way of acquisition of an existing business engaged in Fintech, AI and Machine learning,
or in any other business as may be decided by the Board. 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. Using these two synergies the company could
successfully venture into Financial Inclusion projects driven by Reserve Bank of India
popularly known as “Yan Dhan Yojana”, The exposure to Government driven projects
give your Company revenue visibility and we expect this momentum to continue given the un-
deterred Government's focus.
The information on Company's 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-III
3. Change in the nature of the business, if any:
During the period under review and the date of Board's Report there was
no change in the nature of Business
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 "Retained
Earnings?. The Closing balance of reserves, including retained earnings and capital
Reserve of the Company as at March 31* 2024 is Rs. (395.32) Lakhs
5. Dividend:
In the absence of adequate profit, your directors are unable to declare
any dividend for the financial year 2023-2024
6. Subsidiary / Associate Companies / Joint Venture Companies:
Subsidiary Companies
The current promoters and management of the Company took control of the
Company on 28th March 2023, upon successful implementation of the Resolution Plan.
Subsequently, it has been noticed that the Foreign Subsidiaries are not being functional
and current management do not have any control over these subsidiaries. In order to give a
transparent view of the Company's Assets, the current management had written off such
investments. Further, the Company confirms that this has not resulted in any adverse
impact on the financials as there are no operations in these foreign subsidiaries. The
management of the Company is in the process of regularizing the Compliances related to
Foreign Subsidiaries and closure of such subsidiaries under the applicable legal framework
in respective jurisdiction.
7. Share Capital:
The existing Authorized Share Capital of the Company as on 31"
March, 2024 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.
8. Event Based Disclosures:
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 employee?s 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. 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.
6. Preferential Allotment of Shares: The Company has not issued any
securities during the year under review.
However, the promoter of the Company (Successful Resolution Applicant)
M/s. Kinex India Private Limited (formerly known as Antanium India Private Limited) has
sold 1,35,00,000 equity shares of face value Rs. 1/- at Rs. 20/- each from 11.07.2024 to
12.07.2024, under offer for sale(OFS) through Stock Exchange Mechanism, as M/s. Kinex
India Private Limited (formerly known as Antanium India Private Limited)the promoter of
“Bartronics India Limited” was holding 90% of paid-up share capital, which was
reduced to 85.57% after such sale was made. Currently the public shareholding is below
twenty five per cent (25%), which must be complied with within the timeline stipulated in
Rule 19A of SCRR, 1957.
9. Changing the place for keeping the Books of Accounts of the Company
along with the Shifting of Corporate office: There is no such change during the year under
review
10. Material Changes & Commitment affecting the financial position
of the Company
There were no 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 (“the Act”) 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.
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, 2015 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 2023-24 with related parties, as defined under the Act and SEBI
(LODR) Regulations, 2015 were in the ordinary course of business and on arm?s 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.
However, the Company had paid Managerial Remuneration to its directors,
and Salary of KMPs, which was the only related party transaction during the period under
review.
None of the transactions with any of the related parties were in
conflict with the interest of the Company tather; these were synchronized and synergized
with the Company?s operations. Attention of Members is drawn to the disclosure of
transactions with the related parties set out in Note No. 40 of the 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, 2015. 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, 2015 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 2023-24 were on arm?s 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 2023-24 as per Policy on Related Party Transactions, hence no such detail
is required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of
Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules,
2014.
14. Meetings of the Board
During the year, Ten Board Meetings were held, the details of which
have been given in the Corporate Governance Report. The intervening gap between the
meetings was within the period prescribed under the Act, Secretarial Standards 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) Appointments: The Board in its meeting
held on 13.02.2024, on the recommendation of Nomination and Remuneration Committee
appointed Ms. Gaddam Naveena (DIN: 10119037) as the Additional Director under non-
executive non-independent category liable to retire by rotation.
She was regularized through the ordinary resolution passed by way of
remote e-voting and result of the same was declared on 02.05.2024 and subsequently
reported to the Stock Exchanges and Form MGT-14 was file with the Registrar of Companies
in the due course of time.
b) 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 Directors 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's re- appointment. Relevant resolution seeking shareholder s approval forms part of
the Notice.
c) Resignations:
Mr. Thirupathi Reddy Bheemuni, who was an Independent Director of the
Company resigned on 06.12.2023.
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, 2024 are as follows:
| S.No |
Name of the KMP |
Designation |
| 1 |
Mr. N Vidhya Sagar Reddy |
Managing Director |
| 2 |
Mr. Ashwani Singh Bisht |
Company Secretary & Compliance Officer |
| 3 |
Mr. Venu Gopal Thota |
Chief Financial Officer |
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.
However the Board in its meeting held on 14.11.2023, on the
recommendation of Nomination and Remuneration Committee appointed Mr. Venu Gopal Thota as
Chief Financial Officer (CFO) of the Company.
Board appointed Mr. Ashwani Singh Bisht as Company Secretary &
Compliance Officer w.e.f. 01.08.2023, as required under the provisions of section 203 of
the Companies Act, 2013.
16. Performance Evaluation Criteria for Directors
To comply with Regulation 25(4) of SEBI (LODR) Regulations, 2015 A
separate meeting of Independent Directors to evaluate the performance of the Chairman, and
the Non-Independent Directors, was convened on 13.02.2024, where the evaluation was done
through the questionnaire.
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 (ICA), 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 Company?s 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 Director?s 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 27 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.
19. Companies which have become or ceased to be
Subsidiaries/Associates/Joint Ventures
During the financial year, no company has become to be subsidiary,
associate, or joint venrure of the company.
However the following Subsidiaries were ceased to be Subsidiaries of
the Company w.e.f. 1st April, 2023:
a) Bartronics Asia Pte Limited, Singapore b) Bartronics Middle East
FZE, Dubai.
Step down subsidiary companies viz., c) Bartronics Hong Kong Ltd, Hong
Kong d) Veneta Holdings Ltd, Mauritius and e) Burbank Holdings Ltd, Mauritius
20. Board and Committees of the Board
As on the date of approval of Directors? Report, following are the
Committees of Board of Directors of the Company constituted under Companies Act, 2013 and
as per SEBI (LODR) Regulations, 2015.
a. Audit Committee b. Nomination and Remuneration Committee c.
Stakeholders? Relationship Committee
Apart from the above mandatory Committees the Company has the following
additional Committees for the smooth functioning of the Company:
d. Management Committee: This Committee was formed for smooth
functioning of the Company. e. Rights Issue Committee: This Committee was formed to
oversee the process of Rights Issue of the Company.
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,
2015.
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, 2015 the Company?s
Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and
other Employees of the Company is uploaded on website of the Company at
https://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 Company?s 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), net worth (Rs. 500/- crores or more) and turnover
(Rs. 1000/- crores or more) it was not obligated to contribute towards CSR activities
during FY 2023-24. However, the Company is committed to build its CSR capabilities on a
sustainable basis and undertakes 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. Brahmayya & Co, Chartered Accountants (Firm Registration No.
0005118) were appointed as Statutory Auditors of the Company for a period of 5 years in
the AGM held on 29.09.2023, and accordingly they will continue as Statutory Auditors of
the Company till the conclusion of 36th Annual General Meeting of the Company that will be
held in the financial year 2027-28.
Auditors Report:
The Statutory Auditors have issued unmodified opinion in their
Standalone Auditor?s Report for the financial year ended March 31, 2024 and there are
no qualifications, reservations or adverse remarks in the Auditor?s 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 provide effectively 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 2024-25.
The internal audit is conducted at the Company and covered all key
areas. All audit observations and follow up actions are discussed with the Management as
also the Statutory Auditors. The Audit Committee reviews the same regularly.
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. SI and Associates, Practicing Company Secretaries as Secretarial Auditor of
the Company for financial year 2024-25. The report of the Secretarial Auditor is enclosed
herewith vide Annexure-I of this Report.
Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the year
ended March 31, 2024 on the Compliances according to the provisions of Section 204 of the
Companies Act, 2013 and as per regulation of SEBI (LODR) Regulations, 2015, has noted that
during the year, the company does not have any reservation, qualification or adverse
remarks.
Annual Secretarial Compliance Report:
The Company has filed the Annual Secretarial Compliance Report for the
financial year 2023-24 with the BSE Limited, and National Stock Exchange of India Limited
(NSE), 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 Secretarial Auditor is enclosed herewith vide Annexure-II 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 etc during the period under review that will have
impact the going concer status and Company?s operations in future.
32. Directors? 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 Directors? 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, 2024 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, 2024 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 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. 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
- - VII 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 VII.
During the year, none of the employees is drawing a remuneration of
Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month,
the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 other than those mentioned in Annexure VII.
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, an annual return
is uploaded on website of the Company www.bartronics.com
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 Secretary?s 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, 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.
However, 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 Hon?ble NCLT, Hyderabad bench
on 10 March, 2022, and after completing the remaining formalities finally the Company was
handed over to the new management by the resolution professional 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 Records and Cost Audit
Maintenance of cost records as specified by the Central Government
under Section 148 (1) of the Companies Act, 2013, 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 14 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 2023-24,
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 (“Insider Trading Code”) and a Code of
Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information
CUPSI”).
The Code of Practices and Procedures for fair disclosure of UPSI is
available on the website of the Company at https:/Avww.bartronics.com.
42. Familiarization Program for Independent Directors
Independent Directors are familiarized about the Company?s
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/wp-content/uploads/2024/04/Familiarization-Program-for-Independent-Directors.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 (“IEPF Rules”) 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
(“IEPF”), 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. Pursuant to the provisions of Section 124 of the
Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“IEPF Rules”) 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 (“IEPF”), constituted by the Central Government
Details of nodal officer:
The Company has designated Mr. Venu Gopal Tota as a Nodal Officer for
the purpose of IEPF.
Transfer of Un-Claimed Dividend to Investor Education and Protection:
Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”) 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
(“IEPF”), 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. However the Company is under the process of
transfering un-claimed dividend of Rs. 4.91 Lakhs, pertaining to the financial year
2010-11 to IEPF.
Shares transferred to Investor Education and protection fund:
No shares were transferred to the Investor Education and Protection
Fund during the year under review.
44, Industry Based Disclosure
The Company is not a NBFC, Housing Finance 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-
III 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 -IX 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, 2015, forms part of
the Annual Report.
(iD. 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. SI
and Associates, Company Secretaries confirming compliance with the conditions of corporate
governance is also attached to the Corporate Governance Report.
(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 www.bartronics.com.
(v). 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 (Symbol: 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 2024-25.
(vii). MD & CFO Certification:
As required under 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 vil.
(viii). Non-Executive Directors? 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, Members approved the offer, issue and
allot equity shares on a Private Placement and Preferential basis to the non-promoters by
way of Special Resolution through postal ballot on 23.07.2023. The Company could not
complete the allotment of shares due to non-receipt of In-principle approvals from the
Stock Exchanges.
(x). Agreements/MOU entered by the Company:
During the year under review on Wednesday the 20th day of September,
2023, at Hyderabad, Telangana, your Company entered into Memorandum of Understanding (MOU)
with M/s. Amplify Cleantech Solution Private Limited, having its registered office at Plot
No. 72, Road No. 9, Jubilee Hills, Hyderabad, Telangana, India 500033, for Promoting
Entrepreneurship, EV Charging Infrastructure Development, and facilitating Loan for the
same from Gramin banks in rural areas across India. During the year under review the
Company has renewed the contracts with Maharashtra Gramin Bank, Aryavart Bank, entered
into the contract with Canara Bank for financial inclusion projects.
(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. Details of legal cases initiated against the Company or initiated
by the Company
During the year under review there are no legal cases initiated by the
company and no cases initiated by the other parties against the company, except the old
running cases in which the Company is only one of the party.
49 Appreciation and Acknowledgements
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.
|
For Bartronics India Limited |
|
|
Sd/- |
Sd/- |
|
N. Vidhya Sagar Reddy |
Vilasitha Dandamudi |
| Place: Hyderabad |
Managing Director |
Director |
| Date: 22.08.2024 |
DIN: 09474749 |
DIN: 08272465 |
|