To
The Members,
Infronics Systems Limited
The Directors have pleasure in presenting before you the Boards Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March,
2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
The performance during the period ended 31st March, 2023 has been as under:
(Amount in lakhs.)
| Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
| Revenue from operation |
618.15 |
677.62 |
| Other income |
5.70 |
4.04 |
| Total Income |
623.85 |
681.66 |
| Total Expenses |
(550.91) |
(676.83) |
| Profit/ (Loss) Before Exceptional Item and Tax |
72.94 |
4.83 |
| Less: Exceptional Item |
-- |
-- |
| Less: Provision for taxation |
21.13 |
-- |
| Profit after Tax |
51.81 |
4.83 |
2. MATERIAL CHANGES AND COMMITMENTS:
CHANGE IN REGISTERED OFFICE:
The Company has shifted its registered office from "Plot No. 866, K Complex,
Ayyappa Society, 4th Floor Madhapur Hyderabad TG 500081 IN" to "Plot No: 30, 31,
Brigade Towers, West Wing, First Floor, Nanakramguda, Financial District, Gachibowli,
Hyderabad-500032" with effect from August 13, 2022."
RECLASSIFICATION OF PROMOTERS:
The Company has received requests from "Existing Promoters" of the Company to
change their status from promoter category to public category. The Exiting Promoters
(Outgoing Promoters) have sold all their shareholding in Infronics Systems Limited
pursuant to the open offer procedure undertaken by the acquirers Mr. Kothinti Trivikrama
Reddy, Ms. Gattupally Reshika Reddy and Mr. Neerad Kumar Gajula. As such, the shareholding
of the Exiting Promoters in the Company was NIL.
Considering that rationale for reclassification pursuant to procedure under Regulation
31(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, based on the confirmation provided by the Exiting Promoters in accordance
with the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company was of the view that the request given by the
Exiting Promoters for reclassification from promoter category to public category be
accepted and approved by the Board of Directors of the Company subject to approval of the
Stock Exchange and any other such approval, if any, as may be necessary in this regard.
The Company has Submitted the reclassification application with the Stock Exchange on
September 01, 2022.
Following promoters has been reclassified under Public category;
1. KGovardhana Reddy
2. KVijitha
3. D. Sreedhar Reddy
4. Madhusudan Raju Mudunuru
5. Mudunuru Vindhya
BSE Limited has approved the application dated September 01, 2022 for reclassification
in respect of above said Promoters vide their letter bearing number
LIST/COMP/YG/471/202223 dated January 31, 2023.
TAKEOVER OF THE COMPANY:
On 29th June, 2022, the company was taken over by Mr. Trivikrama Reddy
Kothinti, Mr. Gajula Neerad Kumar And Ms. Gattupally Reshika Reddy ("the incoming
promoters") from Mr. Madhusudan Raju Mudunuru, Ms. Mudunuru Vindhya, Mr. KGovardhana
Reddy, Ms. KVijitha and Mr. D. Sreedhar Reddy ("Outgoing Promoters") as per SEBI
Substantial Acquisition of Shares and Takeovers) Regulations, 2011 involving acquisition
of 21,74,129 equity shares constituting 27.43% of paid up capital by way of open offer and
20,70,492 equity shares constituting 26.12% of paid up capital by way of Share Purchase
Agreement aggregating to a total of 42,44,624 equity shares constituting 53.55%.
Apart from the material changes during the year as mentioned above there were no
material changes or commitments affecting the financial position of the company between
31st March 2023 and the date of Boards Report. (i.e. 05.09.2023).
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Boards Report there was no change in
the nature of Business.
4. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
The Company has not accepted any public deposits during the Financial Year ended March
31, 2023 and as such, no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the Financial Year ended March
31, 2023, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January
2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required
to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company complied with this requirement within the prescribed timelines.
5. TRANSFER TO RESERVES:
During the year under review Rs.51.81 lakhs has been transferred to the General
Reserves (Retained earnings).
6. DIVIDEND:
Keeping the Companys revival plans in mind, the Directors have decided not to
recommend dividend for the year.
7. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
8. BOARD MEETINGS:
The Board of Directors duly met 6 (Six) times on 30.05.2022, 13.08.2022, 03.09.2022,
14.11.2022, 10.12.2022, and 13.02.2023 and in respect of which meetings, proper notices
were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.
9. SHARE CAPITAL:
Listing of Shares
The equity shares of the Company are listed on BSE Limited (BSE). The listing fee for
the year 2023-24 has already been paid to the credit of the Stock Exchange.
The authorized share capital of the Company stands at Rs.11,00,00,000/- divided into
1,10,00,000 equity shares of Rs.10/- each.
The paid-up Share capital of the Company stands at Rs.7,92,64,610/- divided into
79,26,461 equity shares of 10/- each.
During the F.Y. 2022-23 your Company has neither issued shares with differential voting
rights as to dividends, voting or otherwise nor issued shares (including sweat equity
shares) to the employees or directors of the Company under any scheme such as bonus, right
issue, private placement, preferential allotment or by any other mode as per Companies
Act, 2013.
10. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observations have been noticed for inefficiency or inadequacy of such controls.
The Company maintains an 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.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS:
No orders have been passed by any Regulator or Court or Tribunal which can have an
impact on the going concern status and the Companys operations in future.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
There were no contracts or arrangements entered into by the company during the
financial year 2022-23.
13. CORPORATE GOVERNANCE:
Since the paid-up equity share capital and net worth of the company does not exceed Rs.
10 crores and Rs. 25 crores respectively, Corporate Governance as mentioned in SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to
the company.
14. 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 the
website of the company i.e., https://www.infronics.com/.
15. DIRECTORS/CEO/CFO AND KEY MANAGERIAL PERSONNEL:
During the period under review following were the Directors/ Key Managerial Personnel
resigned/appointed during the financial year 2022-23 including between the financial year
ended 31st March, 2023 and date of Boards report (i.e., 05.09.2023):
| S. No. Name of the Directors/KMP |
Designation |
Nature of change (Appointment/ Change in designation/ Cessation) |
Date of appointment/ change in designation/ cessation |
| 1. Mr. Trivikrama Reddy Kothinti |
Additional Director |
Appointment |
01.06.2022 |
| 2. Ms. Thanmai Gurijala |
Additional Director |
Appointment |
03.08.2022 |
| 3. Ms. Deepthi Konakanchi |
Additional Director |
Appointment |
03.08.2022 |
| 4. Mr. Neerad Kumar Gajula |
Additional Director |
Appointment |
03.08.2022 |
| 5. Ms. Neha Nirmal |
Company Secretary |
Resignation |
10.08.2022 |
| 6. Mr. Prashal Pandey |
Company Secretary |
Appointment |
14.08.2022 |
| 7. Mr. Siddantapu Enmanuel Raju |
Chief Financial Officer |
Resignation |
13.08.2022 |
| 8. Ms.Navya Surapaneni |
Chief Financial Officer |
Appointment |
14.08.2022 |
| 9. Mr. Trivikrama Reddy Kothinti |
Whole Time Director |
Appointment |
13.08.2022 |
| 10. Ms. Thanmai Gurijala |
Independent Director |
Appointment |
30.09.2022 |
| 11. Ms. Deepthi Konakanchi |
Independent Director |
Appointment |
30.09.2022 |
| 12. Mr. Neerad Kumar Gajula |
Director |
Appointment |
30.09.2022 |
| 13. Mr. Mantena Venkata Surya Ramesh Varma |
Director |
Resignation |
14.11.2022 |
| 14. Mr. Korada Srinivasarao |
Independent Director |
Resignation |
14.11.2022 |
| 15. Mrs. Namburu Satyavathi |
Independent Director |
Resignation |
14.11.2022 |
The Board placed on record its sincere appreciation for the services rendered by the
resigning Director, Company Secretary and the Chief Financial Officer during their tenure.
Director liable to retire by rotation:-
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Trivikrama Reddy Kothinti (DIN: 07795482), Director of
your Company retires by rotation in the ensuing Annual General Meeting and being eligible
offered himself for re-appointment.
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mrs. N. Satyavathi and Mr. K. Srinivasa Rao,
Independent Directors of the company to the effect that they are meeting the criteria of
independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
who resigned from their office w.e.f. 14.11.2022.
Ms. Thanmai Gurijala and Ms. Deepthi Konakanchi, the new Independent Directors of the
Company, provided the declaration at the time of appointment.
17. COMPOSITION OF AUDIT COMMITTEE:
I. The Audit Committee of the Company is constituted in line with the provisions of
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
read with Section 177 of the Companies Act, 2013.
II. The terms of reference of the Audit Committee include a review of the following:
• Overview of the Companys financial reporting process and disclosure of its
financial information to ensure that the financial statements reflect a true and fair
position and that sufficient and credible information is disclosed.
• Recommending the appointment and removal of external auditors, fixation of audit
fee and also approval for payment for any other services.
• Discussion with external auditors before the audit commences, of the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern.
• Reviewing the financial statements and draft audit report including quarterly /
half yearly financial information.
• Reviewing with management the annual financial statements before submission to
the Board, focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning financial
statements and
7. Any related party transactions
• Reviewing the companys financial and risk managements policies.
• Disclosure of contingent liabilities.
• Reviewing with management, external and internal auditors, the adequacy of
internal control systems.
• Reviewing the adequacy of internal audit function, including the audit
character, the structure of the internal audit department, approval of the audit plan and
its execution, staffing and seniority of the official heading the department, reporting
structure, coverage and frequency of internal audit.
• Discussion with internal auditors of any significant findings and follow-up
thereon.
• Reviewing the findings of any internal investigations by the internal auditors
into the matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the Board.
• Looking into the reasons for substantial defaults in payments to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors.
• Reviewing compliances as regards the Companys Whistle Blower Policy.
III. The previous Annual General Meeting of the Company was held on 30.09.2022 and
Chairperson of the Audit Committee, attended the previous AGM.
IV. The composition of the Audit Committee and the attendance of each member of the
Audit Committee are given below:
During the financial year 2022-23, (6) six meetings of the Audit Committee were held on
30.05.2022,13.08.2022, 03.09.2022, 14.11.2022, 10.12.2022 and 13.02.2023.
The details of the composition of the Committee and attendance of the members at the
meetings are given below:
| Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
| Mr. K. Srinivasa Rao* |
Chairman |
NED (ID) |
1 |
1 |
| Mr. M.V.S. Ramesh Varma* |
Member |
ED |
1 |
1 |
| Mrs. Namburu Satyavathi* |
Member |
NED (ID) |
1 |
1 |
| Ms. Deepthi Konakanchi** |
Chairman |
NED (ID) |
5 |
5 |
| Ms. Thanmai Gurijala** |
Member |
NED (ID) |
5 |
5 |
| Mr. Trivikrama Reddy Kothinti** |
Member |
ED |
5 |
5 |
*Resigned w.e.f 03.08.2022 ** Appointed w.e.f. 03.08.2022 NED(ID): Non- Executive
Independent Director ED: Executive Director
18. NOMINATION AND REMUNERATION COMMITTEE:
A) . Brief Description of terms of reference:
The Nomination and Remuneration Committee set up by the Board is responsible for:
i. formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other employees.
ii. formulation of the criteria for evaluation of performance of independent directors
and the board of directors.
iii. devising a policy on diversity of board of directors.
iv. identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
of Directors their appointment and removal.
v. whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of Independent Directors.
vi. recommend to the Board, remuneration, payable to senior management.
vii. such other matters as may be specified by the Board from time to time.
B) COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:
There were 4 (Four) Nomination and Remuneration Committee Meetings held during the
financial year 2022-23 on 30.05.2022, 26.07.2022,13.08.2022 and 03.09.2022.
| Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
| Mr. K. Srinivasa Rao* |
Chairman |
NED (ID) |
2 |
2 |
| Mrs. Namburu Satyavathi* |
Member |
NED (ID) |
2 |
2 |
| Ms. Deepthi Konakanchi** |
Chairman |
NED (ID) |
2 |
1 |
| Ms. Thanmai Gurijala** |
Member |
NED (ID) |
2 |
2 |
| Mr. Neerad Kumar Gajula** |
Member |
NED |
2 |
2 |
*Resigned from the Committee w.e.f 03.08.2022 ** Appointed w.e.f. 03.08.2022
NED(ID): Non-Executive Independent Director NED: Non-Executive Director
19. STAKEHOLDERS RELATIONSHIP COMMITTEE:
A) Composition of the Committee, Meetings and Attendance During the Year:
2 (Two) Stakeholders Relationship Committee Meetings were held on 26.07.2022 and
13.02.2023 during the financial year 2022-23.
The Details of composition of the Committee are given below:
| Name |
Designation |
Category |
No. of Meetings held |
No. of Meetings attended |
| Mr. K. Srinivasa Rao* |
Chairman |
NED (ID) |
1 |
1 |
| Mr. M.V.S. Ramesh Varma* |
Member |
ED |
1 |
1 |
| Mrs. Namburu Satyavathi* |
Member |
NED (ID) |
1 |
1 |
| Ms. Deepthi Konakanchi** |
Chairman |
NED (ID) |
1 |
1 |
| Ms. Thanmai Gurijala** |
Member |
NED (ID) |
1 |
1 |
| Mr. Neerad Kumar Gajula** |
Member |
NED |
1 |
1 |
** Appointed w.e.f. 03.08.2022 NED(ID): Non-Executive Independent Director NED:
Non-Executive Director ED: Executive Director
B) Name and Designation of the Compliance Officer: Mr. Prashal Pandey, Company
Secretary & Compliance Officer.
C) Details of Shareholders complaints during the financial year:
| Number of shareholders complaints received during the financial year |
Number of complaints not solved to the satisfaction of shareholders |
Number of pending complaints |
| NIL |
NIL |
NIL |
20. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for directors and employees
to report genuine concerns pursuant to the provisions of section 177(9) of the Companies
Act, 2013 and Regulation 46 of SEBI (LODR) Regulations, 2015. The same has been placed on
the website of the Company.
21. RISK MANAGEMENT POLICY:
The company follows a comprehensive system of risk management. The company has adopted
a procedure for assessment and minimisation of probable risks. It ensures that all the
risks are timely defined and mitigated in accordance with the-structured risk management
process.
22. BOARD EVALUATION:
Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board, Nomination and Remuneration Committee and Independent Directors
with specific focus on the performance and effective functioning of the Board and
Individual Directors.
In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria by Securities and Exchange Board of
India.
The Directors were given evaluation forms for the following:
(i) Evaluation of Board;
(ii) Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Non-Executive and Non-Independent Directors; and
(v) Evaluation of Whole time Director.
The Directors were requested to give following ratings for each criteria:
1. fair;
2. satisfactory; and
3. very satisfactory.
The Directors have sent the duly filled forms to the Board. Based on the evaluation
done by the Directors, the Committee has prepared a report and submitted the Evaluation
Report. Based on the report, the Board of Directors has informed the rankings to each
Director and also informed that the performance of Directors is satisfactory and they are
recommended for continuation as Directors of the Company.
23. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
24. FAMILIARISATION PROGRAMMES:
The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programmes upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis.
25. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES:
There were no Subsidiaries or associate companies of the company during the financial
year 2022-23.
26. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.
There were no companies which have become or ceased to be the subsidiaries, Joint
Ventures or associate companies during the year.
27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the audit committee, under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Boards report.
28. STATUTORY AUDITORS:
The members of the Company in accordance with Section 139 of the Companies Act, 2013
had passed a resolution for appointment of M/s. V. Ravi & Co., Chartered Accountants
as Statutory Auditors of the Company for a period of 5 years in the AGM held on 29.12.2020
to hold office up to the conclusion of 25th Annual General Meeting of the
Company.
M/s. V. Ravi & Co. Chartered Accountants (Firm Reg. No.006492S), tendered their
resignation dated 03rd September, 2022 stating their unwillingness to continue as the
Statutory Auditor of the company with immediate effect.
Subsequently in compliance with Section 139(8) of Companies Act 2013 and on the
recommendation of the Audit Committee, M/s. Rajagopal & Badri Narayanan, Chartered
Accountants, (Firms Registration No. 003024S) were appointed by the Board of Directors of
the Company as the Statutory Auditors of the Company to hold office till the conclusion of
the ensuing 22nd Annual General Meeting of the Company to be held in calendar year 2022.
Further, M/s. Rajagopal & Badri Narayanan, Chartered Accountants, (Firms
Registration No. 003024S) tendered their resignation dated December 01, 2022 stating their
unwillingness to continue as the Statutory Auditor of the company with immediate effect.
Subsequently, in compliance with Section 139(8) of Companies Act 2013 and on the
recommendation of the Audit Committee, M/s. R.Subramanian and Company LLP, Chartered
Accountants (Firm Registration No. 004137S/S200041) were appointed by the Board of
Directors of the Company as the Statutory Auditors of the Company to hold office till the
conclusion of the ensuing 23rd Annual General Meeting of the Company to be held in
calendar year 2023.
M/s. R. Subramanian and Company LLP, Chartered Accountants (Firm Registration No.
004137S/S200041) has been proposed to be appointed as Statutory Auditors of the Company to
hold office for a period of 5 years from the conclusion of this Annual General Meeting
till the date of conclusion of the 28th Annual General Meeting of the Company
to be held in the calendar year 2028 at such remuneration plus Taxes, out of pocket,
travelling and living expenses, etc. as may be mutually agreed to between the Board of
Directors and the Auditors.
29. INTERNAL AUDITORS:
The company has appointed M/s. NRG and Co., Chartered Accountants as internal auditors
for the Financial Year 2022-23.
30. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act,
2013, Secretarial audit report as provided by M/s. ASN & Associates, Practicing
Company Secretaries is annexed to this Report as Annexure - IV.
31. QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year
ended March 31, 2023 and has noted that the same does not have any reservation,
qualification or adverse remarks. However, the Board decided to further strengthen the
existing system and procedures to meet all kinds of challenges and growth in the market
expected in view of the robust growth in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report according to the provisions of
section 204 of the Companies Act 2013 and assured appropriate action shall be taken
against the observations made by the Secretarial Auditor.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs.
1000 Crore or more, or a net profit of Rs. 5 Crore or more during the immediately
preceding financial year, Section 135 of the Companies Act, 2013 relating to Corporate
social responsibility is not applicable and hence the company need not adopt any corporate
social responsibility.
33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There are no Loans, Investments or Guarantees/Security given by the Company during the
year under Section 186 of the Companies Act, 2013; hence no particulars are required to be
given.
34. CREDIT & GUARANTEE FACILITIES:
The Company has not availed any facilities of credit and guarantee during the year.
35. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
36. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
formulation of certain policies for all the listed companies. The policies are available
on the Companys website i.e., www.infronics.com.
37. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN
AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT
& REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure III to this Report.
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.
38. RATIO OF REMUNERATION TO EACH DIRECTOR:
Mr. Trivikrama Reddy Kothinti, (DIN: 07795482) Whole Time Director of the Company was
paid Rs.4,00,000/- as remuneration, apart from that no remuneration was paid to any of the
Directors of the Company during the F.Y. 2022-23.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is provided
hereunder:
A. Conservation of Energy: Your Companys operations are not energy intensive. Adequate
measures have been taken to conserve energy wherever possible by using energy efficient
computers and purchase of energy efficient equipment.
B. Technology Absorption: All the Factors mentioned in Rule 8 (3) (b) Technology
absorption are not applicable to the Company.
C. Foreign Exchange Earnings and OutGo:
Foreign Exchange Earnings: Rs. NIL Foreign Exchange Outgo: Rs. NIL
40. INSURANCE:
The properties and assets of your Company are insured wherever required.
41. 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.
42. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY:
The company is in compliance with Secretarial Standards SS-1 and SS-2 issued by The
Institute of Company Secretaries of India on Meetings of the Board of Directors and
General Meeting.
43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):
There is no application filed for corporate insolvency resolution process, by a
financial or operational creditor or by the company itself under the IBC before the NCLT.
44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.
45. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
46. 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 employees 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 read with Rule 12(9) of
the Companies (Share Capital and Debenture) Rules, 2014.
4. Non-Exercising of voting rights: During the year under review, there were no
instances of non-exercising of voting rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014.
5. 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.
6. Buy back shares: The Company did not buy-back any shares during the period under
review.
7. Reduction of Share Capital of the Company: The Company did not approve any scheme of
Reduction of Share Capital during the period under review.
8. Preferential Allotment of Shares: The Company did not allot any shares on
preferential basis during the period under review.
47. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review which forms part of
Annual Report pursuant to the SEBI (LODR) Regulations, 2015 as ANNEXURE II.
48. 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. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed
during the calendar year.
• No. of complaints received: Nil
• No. of complaints disposed of: Nil
49. STATEMENT ON COMPLIANCE OF CODE OF CONDUCT:
All Members of the Board and Senior Management have affirmed compliance to the Code of
Conduct for the Financial Year 2022-23. A declaration signed by the Director and Chief
Financial Officer affirming compliance with the Companys Code of Conduct by the Board of
Directors and Senior Management for the Financial Year 2022-23 as required under Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
annexed as Annexure I.
50. ACKNOWLEDGEMENTS:
The Directors wish to place on record their appreciation of the contribution made by
the employees at all levels, for the continued growth and prosperity of your Company.
The Directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions, other statutory authorities like SEBI, ROC, Stock
Exchange, NSDL, CDSL, etc and shareholders of the Company for their continued support for
the growth of the Company.
|
|
For and on behalf of the Board of Infronics Systems Limited |
|
Sd/- |
Sd/- |
| Place: Hyderabad Date: 05.09.2023 |
Trivikrama Reddy Kothinti Wholetime Director (DIN: 07795482) |
Neerad Kumar Gajula Director (DIN: 06810058) |
+91-9892691696
