bartronics india ltd Directors report

To the Members,

The Board of Directors and has pleasure in presenting the Thirty First (31st) Annual Report, Audited Financial Statements of the Company for the financial year ended 31st March, 2023.

I. FINANCIAL PERFORMANCE:

Highlights of financial performance of your company during the financial year and corresponding numbers for previous financial year are:

Particulars	Standalone		Consolidated
	2022-23 (12 months)	2021-22 (12 months)	2022-23 (12 months)	2021-22 (12 months)
Profit Before Depreciation & Interest	253.80	577.09	253.80	577.09
Financial Costs	2619.14	5238.27	2619.14	5238.27
Depreciation	417.80	426.99	417.80	426.99
Profit Before Extraordinary Items	(2783.14)	(5088.18)	(2783.14)	(5088.18)
Extraordinary Items	15752.20	-	45970.18	-
Profit Before Tax	12969.05	(5088.18)	43187.04	(5088.18)
Provision for Tax
- Current Tax	-	-	-	-
- Deferred Tax	(1946.61)	58.06	(1946.61)	58.06
Profit After Tax	11,022.44	(5030.12)	41,240.43	(5030.12)
Balance of profit brought forward from earlier years	(37924.93)	(34076.56)	(20026.47)	(17298.52)
Add: Excess Provision for IT written off	-	-	-	-
Less : OCI	-	1181.75	-	1181.75
Less : Adjustment	28.75	-	2194.57	1120.42
Profit available for appropriation	(26873.74)	(37924.93)	23408.53	(20026.47)
Appropriations:
Proposed Dividend:
- Equity	-	-	-	-
- Preference	-	-	-	-
- Dividend Tax	-	-	-	-
Balance of Profit	(26873.74)	(37924.93)	23408.53	(20026.47)

2. Business Update And State Of Companys Affairs:

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. Your company also has state of the art manufacturing facility with the capacity to manufacture 80mn smart cards per annum. Using these two synergies the company could successfully venture into Financial Inclusion projects driven by Reserve Bank of India popularly known as "Jan Dhan Yojana". The exposure to government driven projects give your company revenue visibility and we expect this momentum to continue given the un-deterred Governments focus.

The information on Companys 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 - VI.

3. Change in the nature of the business, If any:

During the period under review and the date of Boards Report there was no change in the nature of Business.

However, the Company has amended its main objects of the Company by incorporating Clauses 6,7 and 8 after existing Clause 5 of the Main Objects vide Special Resolution passed by the shareholders through postal ballot and remote e-voting on 23rd June, 2023 and same was approved by the Registrar of Companies, Hyderabad on 08th August, 2023.

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, of the Company as at March 31st 2023 is Rs. (504.98) Lakhs.

5. Dividend:

As the Company recently in March, 2023 came out of "Corporate Insolvency and Resolution Process (CIRP)" and in the absence of profit, your directors are unable to declare any dividend for the financial year 2022-2023.

6. Subsidiary / Associate Companies / Joint Venture Companies:

Subsidiary Companies:

Your Company has two subsidiary companies viz., Bartronics Asia Pte. Limited and Bartronics Middle East FZE and Three step down subsidiary companies viz., Bartronics Hong Kong Ltd, Veneta Holdings Ltd and Burbank Holdings Ltd.

Bartronics Asia Pte Limited:

The Company was incorporated as a wholly owned subsidiary of Bartronics India Limited on 14th June 2007, in the Republic of Singapore with a Share Capital of US$ 7,69,500. Bartronics Asia Pte Limited (BAPL) acquired the only issued share of Cason Limited on December 21, 2007; subsequently the name of the Company was change to Bartronics Hong Kong Limited with effect from 15th October, 2008. In the month of April 2011, BAPL acquired the only share 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 June 22, 2010 as a wholly owned subsidiary of Bartronics India Limited with a share capital of AED 1,50,000 Shares.

A separate statement containing the salient features of the Financial Statement for the financial year ended 31st March, 2023 of the aforesaid Subsidiary Companies are included in the Annual Report as Form AOC-1 as an Annexure — I.

The present promoters and management of the company took over the control of the Company on March 28, 2023, upon successful implementation of the Resolution Plan. Subsequently, it was found that the investments made by the Company, present in the books in the form of subsidiaries, continued in the books despite not being functionally existing. In order to give transparent view of Companys Assets, the new Board has written off such investments. The Board has further decided not to consolidate the financials from its subsidiaries, which could tantamount to be misrepresentation. The Company will absorb costs arising out legal and statutory expenses from these subsidiaries as and when it is incurred.

7. Consolidated Financial Statements:

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per provisions of Companies Act, 2013, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statement has been prepared in accordance with the relevant accounting standards as prescribed under Section 129, 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, expenses and other details of the Company and its subsidiaries.

The annual accounts of the subsidiary companies will also be kept for inspection by any investor at its Head Office in Hyderabad and that of the subsidiary companies concerned.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with first proviso of Section 129(3) of the Companies Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary Company in Form AOC-1 is appended to this report, which forms part of the Financial

Statements. The separate Audited Financial Statements in respect of the Subsidiary are also available on the website of the Company at www.bartronics.com.

8. Share Capital:

The Company was admitted into Corporate Insolvency Resolution Process ("CIRP") vide Honble National Company Law Tribunal, Hyderabad Bench ("NCLT") order dated 2nd December, 2019. Pursuant to the approval of the resolution plan by the NCLT vide its order dated 10th March, 2022, the successful resolution applicant

i.e., Kinex India Private Limited (formerly known as Antanium India Private Limited) took over the control of the Company on 28th March, 2023 post implementation of the resolution plan.

The brief particulars of the Resolution Plan pursuant to NCLT Order, Hyderabad Bench under provision of Insolvency & Bankruptcy Code, 2016 are as mentioned below:

a) The Scheme of Reduction of Capital of the Company was approved by Honble National Company Law Tribunal, Hyderabad Bench, vide order dated 10.03.2022.

b) As per the Resolution Plan approved by Honble NCLT, the issued, subscribed and paid-up equity capital of the company stand reduced from Rs. 34,04,88,610/- (Indian Rupees Thirty-Four Crore Four Lakh Eighty-Eight Thousand Six Hundred and Ten only) consisting of 3,40,48,861 equity shares of Face Value of Rs. 10/- each to Rs. 30,45,76,740/- (Indian Rupees Thirty Crore Forty Lakh Seventy-Six Thousand Seven Hundred and Fourty only), consisting of 30,45,76,740 equity shares of Re. 1/- each.

c) Subsequently, as an integral part of the Resolution Plan, Post Face value reduction, there will be a selective reduction of the existing Promoter Group of the Company whereby 35,91,187 shares each held by Promoter and Promoter group shall be extinguished/ cancelled without any payout to the existing Promoter Group.

The Company has allotted 27,41,19,066 fully paid up equity shares having face value of Re. 1/- to Kinex India Private Limited (formerly known as Antanium India Private Limited) (i.e. the Successful Resolution Applicant) on 28th March, 2023 pursuant to the approved Resolution Plan.

The existing Authorized Share Capital of the Company as on 31st March, 2023 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.

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 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. Preferential Allotment of Shares: The Company has not issued any securities during the year under review.

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.

9. Changing the place for keeping the Books of Accounts of the Company along with the Shifting of Corporate office:

The corporate office of the Company shifted from # 8-2- 120/77/4B, Besides NTR Bhavan, Road No. 2, Banjara Hills, Hyderabad, Telangana - 500 034 to Plot No 193, Block-B, Kavuri Hill, GB Pet, Madhapur, Hyderabad, Telangana - 500 033 w.e.f. August 05, 2019.

10. Material Changes & Commitment affecting the financial position of the Company:

There were two material changes having impact on the financial position of the Company are as follows:

1. Approval of resolution plan pursuant to the relevant

provisions of Insolvency and Bankruptcy Code, 2016, where the business of the Company was taken over by Kinex India Private Limited (formerly known as Antanium India Private Limited), and the business of the Company was handed over to the new management on 28th of March, 2023.

2. Reduction of share capital was also taken place where the face value per share was reduced to Rupees 1/- per equity share from Rupees 10/- per equity share.

3. Extinguished the shareholding of erstwhile promoters of the company due to initiation of Corporate Insolvency and Resolution Process (CIRP) against the Company.

Except the above no other 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.

Further members may also refer the relevant notes to accounts in the Financial Statements for further information about the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

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, 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 2022-23 with related parties, as defined under the Act and SEBI (LODR) Regulations

were in the ordinary course of business and on arms 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.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather; these were synchronized and synergized with the Companys operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 2.31 of the Standalone 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. 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, 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 2022-23 were on arms 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 2022-23 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

14. Meetings of the Board:

The Board could not have the meetings as the Board got suspended by the order of the Honble NCLT.

Meetings of the Monitoring Agent / Resolution Professional:

After taking over the management and company operations, the Monitoring Agent / Resolution Professional met 6 (Six) times during the financial year 2022-23 on 25th May, 2022, 10th August,2022, 1st September, 2022, 14th November, 2022 , 14th February, 2023 and 28th March, 2023.

Approval of resolution plan pursuant to the relevant provisions of Insolvency and Bankruptcy Code, 2016, where the business of the Company was taken over

by Kinex India Private Limited (formerly known as Antanium India Private Limited), and the business of the Company was handed over to the new management on 28th of March, 2023 and new Board was constituted on 28.03.2023.

The Monitoring Agent in consultation with the successful Resolution Applicant has approved the following at their meeting held on 28th March, 2023:

1. Allotment of 27,41,19,066 fully paid up equity shares having face value of Re. 1/- to Kinex India Private Limited (formerly known as Antanium India Private Limited), the Successful Resolution Applicant;

2. Appointment of new Board of Directors and reconstitution of Committees for Bartronics India Limited;

3. Noted cessation of the suspended Directors of the Company;

4. Handed over the company to the new Chairman cum Managing Director and noted that Handing Over date is March 28, 2023.

During the year, Six Board Meetings were held, the details of which are given 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) Appointm ents:

The Board at its meeting held on 14.08.2023 appointed N. Vidhya Sagar Reddy (DIN: 09474749) as the Additional Director and Designated as Chairman cum Managing Director and he shall hold office upto the date of ensuing AGM. Your Company is in receipt of notice under Section 160 of the Act, from a Shareholder proposing his candidature for appointment as Director, not liable to retire by rotation under the category of Executive & Non-Independent Director of the Company. The Board on the recommendation of Nomination and Remuneration Committee, recommended his appointment as Director not liable to retire by rotation.

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 Director 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 reappointment. Relevant resolutions seeking shareholders approval forms part of the Notice.

Resignations:

During the year the following Directors have resigned from the Board on 28th March, 2023 pursuant to the approved Resolution Plan. The Board of Directors have taken on record their valuable contributions / guidance during their tenure as Directors of the company

1. Udai Sagar Kanukolanu, Managing Director

2. Avula Balliahgari Satyavas Reddy, Director

3. Varshitha Gaddam, Director

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, 2023 are as follows:

*Mr. Venu Gopal Thota, Managing Director,

**Ms. Apeksha Naidu, Company Secretary & Compliance Officer

Mr. Naveen Kumar Reddy Bheemavarapu - Chief Financial Officer.

*-Resigned as the Director & Managing Director of the Company w.e.f: 14.08.2023

**-Resigned as Company Secretary and Compliance Officer with effect from 17.07.2023.

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.

16. Performance Evaluation Criteria for Directors:

The Board of the Company was suspended because of Corporate Insolvency & Resolution Process; hence no such formal Board evaluation was done during the year.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, A separate meeting of Independent

Directors to evaluate the performance evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from management could not be held as the Board of Directors got suspended by the order of the Honble NCLT.

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 (IICA), 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 Companys 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 Directors 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 16(1) (b) 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.

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 applicable of SEBI (LODR) Regulations.

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

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.

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, the Companys Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at http://www. 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 Companys 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), it was not obligated to contribute towards CSR activities during FY 2022-23. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake 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. NG Rao & Associates., Chartered Accountants (Firm Registration No. 009399S) were appointed as Statutory Auditors of the Company for a period of 5 years in the AGM held on 28.09.2018 and accordingly their term of 5 years has come to an end with the conclusion of 31st AGM of the Company. The Audit Committee and the Board of Directors have placed on record their appreciation for the professional services rendered by M/s. NG Rao & Associates., Chartered Accountants during their association with the Company as its auditors.

The Audit Committee recommended M/s. Brahmayya & Co, Chartered Accountants (Firm Registration No. 000511S), as the Companys new Statutory Auditor in place of retiring auditors. The proposed auditors have confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. Thus, based on the recommendations of the Audit Committee and the Board of Directors, it is hereby proposed to appoint M/s. Brahmayya & Co, Chartered Accountants, (Firm Registration no. 000511S), as the Statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of this Annual General Meeting (AGM) until the conclusion of the 36th Annual General Meeting to be held in the year 2028 subject to the approval of the members.

M/s. Brahmayya & Co, Chartered Accountants have consented their appointment as Statutory Auditors and

have confirmed that if appointed, their appointment will be in accordance with section 139 read with section 141 of the Companies Act, 2013.

M/s. Brahmayya & Co, Chartered Accountants, have also provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ‘Peer Review Board of the ICAI."

Auditors Report:

The Statutory Auditors have issued unmodified opinion in their Consolidated and Standalone Auditors Report for the financial year ended March 31, 2023 and there are no qualifications, reservations or adverse remarks in the Auditors 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 effectively provide 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 2022-23.

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. RPR & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for financial year ending 31.03.2023. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II-A of this Report.

Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 on the Compliances according to the provisions of Section 204 of the Companies Act, 2013 and has noted that there are some qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. Which are self explanatory.

Annual Secretarial Compliance Report:

The Company has filed the Annual Secretarial Compliance Report for the financial year 2022-23 with the BSE Limited and National Stock Exchange of India Limited, 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 Annual Secretarial Compliance is enclosed herewith vide Annexure-II-B 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 impacting the going concern status and Companys operations in future except the order dated 02.05.2023 passed by the National Company Law Tribunal, Hyderabad in the matter of IA(IBC)/598/2023 in CP(IB) No.375/7// HDB/2019 under Section 7 of IBC, 2016 with regard to the successful implementation of the approved resolution plan and handing over the Corporate Debtor to successful Resolution applicant.

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, 2023 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, 2023 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 ofManagerial 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 — III 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 — IV.

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, a copy of annual return is uploaded on website of the Company, which can be accessed through http://bartronics.com/Annual%20 return.html

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 Secretarys 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, there were 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.

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 Honble NCLT, Hyderabad bench on 10 th March, 2022, and after completing the remaining formalities finally the Company was handed over to the new management by the resolution applicant 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 auditors:

Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2023, 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 14th 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 2022-2023, 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 ("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at http s:// www.b artronic s .com.

42. Familiarization Program for Independent Directors:

Independent Directors are familiarized about the Companys 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/Regulation%2046%20PDF/ BIL%20Familiarisation%20programmes%20for%20 Independent%20Directors%202023.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.

44. Industry Based Disclosure:

The Company is not a NBFC, Housing 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 - VI 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 - V 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, forms part of the Annual Report as Annexure-VI.

(ii) 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. RPR & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report as Annexure-VII.

(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 https://bartronics.com/Regulation46 of%20SEBILODR.html.

(v) Environment and Social Obligation:

The Companys plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

(vi) 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 (Scrip Code: 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 2023-24.

(vii) MD & CFO Certification:

As required 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 -VIII.

(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, no corporate actions were done by the Company, which have failed to be implemented.

(x) Agreements/MOU entered by the Company:

During the year under review company has not entered into any agreement or MOU with anyone.

(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. Acknowledgements and Appreciation:

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.