infronics systems ltd share price Directors report


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
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Place: Hyderabad Date: 05.09.2023 Trivikrama Reddy Kothinti Wholetime Director (DIN: 07795482) Neerad Kumar Gajula Director (DIN: 06810058)