To The Members,
The Directors have the pleasure in presenting the 20th Annual Report
together with the Audited Accounts for the Financial Year ended on
March 31, 2011 comprising of twelve (12) months from 01.04.2010 to
31.03.2011.
STAND ALONE FINANCIAL RESULTS:
Rupees in Lakhs
Year Year
Particulars 2010-11 2009-10
Total Income 60617.69 58756.09
Total Expenditure 44178.78 38798.17
Operating Profit (EBITDA) 16438.91 19957.91
Interest 6016.18 4375.40
Depreciation 5236.62 4775.96
Profit Before Tax 5186.11 10806.55
Provision for Tax 989.06 1867.90
Deferred Tax (605.97) 2434.60
MAT Credit Entitlement of (1777.52) —
earlier years
Profit after Tax 6580.54 6504.06
Add: Profit B/F from 15781.60 9674.59
previous year
Profit available for 22362.14 16178.65
appropriation
Appropriation as under:
Transfer to General Reserve — —
Proposed Dividend 340.49 340.49
Tax on Dividend 56.55 56.56
Balance C/F to next year 21965.10 15781.60
CAPITAL STRUCTURE
Foreign Currency Convertible Bonds
Your Company, during 2007-08 has successfully issued Foreign Currency
Convertible Bonds (FCCBs) as under:
Year of Size of Issue
Particulars Issue (In Million US$)
FCCB 2013 2007-08 50
Conversion Conversion
Period Price per Equity
Shares (Rs)
FCCB 2013 (January 09, 191.25
2008
and January 23, 2013)
Number of shares Outstanding
converted till March 31, FCCBs as on
2011 out of FCCB 2013 March 31, 2011
issue (In Millions US$)
Nil 50
The Foreign Currency Convertible Bonds (FCCB''s) are listed on the
Singapore Stock Exchange.
CHANGES TO SHARE CAPITAL
At present the Authorized Share Capital of the Company stands at Rs.
110 Crores and there has been no change in the share capital during the
year ended March 31, 2011.
DIVIDEND
Your Directors recommend a dividend of Rs. 1/- per equity shares on
fully paid equity shares of Rs. 10 each, for the year ended March 31,
2011. This will absorb Rs. 397.04 Lakhs (inclusive of tax) based on
existing capital.
SUBSIDIARY COMPANIES
Your Company has four subsidiary companies viz., Bartronics America
Inc., Bartronics Asia Pte. Limited, ROI Public Relations Private
Limited and Bartronics Middle East FZE and three step down subsidiary
companies viz., Quality-E- People, Inc., Performica Software Private
Limited and Bartronics Hong Kong Limited.
Bartronics America Inc.
The Company was incorporated as a wholly owned subsidiary of Bartronics
India Limited on 16th November 2007 in the State of Dalware in USA with
a Share Capital of US$ 1500. In April 2008 Bartronics America Inc.
acquired the shares of SRG America Inc. which in turn has two
subsidiaries namely Quality- E- People and Performica Software Private
Limited. SRG America Inc merged with Bartronics America Inc during the
month of April 2010.
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 $ 769500. On 21st December 2007 the Bartronics Asia
Pte. Limited (BAPL) acquired the only issued share of Cason Limited;
subsequently name of the Company was change to Bartronics Hong Kong
Limited with effect from 15th October 2008. BAI became the subsidiary
of BAPL w.e.f. April 1, 2011. On April 12, 2011 BAPL acquired the only
share of Veneta Holdings Limited, Mauritius making it its wholly owned
subsidiary.
ROI Public Relations Private Limited
ROI Public Relations Private Limited was incorporated on 4th December
2008. Bartronics India Limited is a promoter and subscriber to its
Memorandum holding 62.50% shares (in the total paid up Capital of Rs. 5
Lakhs) in the Company. Advance of Rs. 6.50 lakhs has been written of
during the year.
Bartronics Middle East Fze
Bartronics Middle East FZE, Sharjah, UAE was incorporated on June 22,
2010 as a wholly owned subsidiary of Bartronics India Limtied with a
share capital of AED 1,50,000 Shares.
Statement pursuant to Section 212 of the Companies Act, 1956 is given
in Annexure - A of this report.
Your Company has availed the general exemption from attaching a copy of
the Balance Sheet, Profit & Loss Account, Director''s Report and
Auditor''s Report of the Subsidiaries Companies and other documents
required to be attached under Section 212(1) of the Companies Act, 1956
to the Balance Sheet of your Company. The said exemption is granted
vide circular issued by MCA dated February 8, 2011.
Accordingly, the said documents of the subsidiaries are not being
attached with the Balance Sheet of the Company. A gist of the fnancial
performance of the subsidiaries is contained in the report. The Annual
Accounts of the subsidiaries are open for inspection by any member at
the Company''s Corporate Office and the Company will make available these
documents and the related detailed information upon request by any
investor of the Company or any investor of the Subsidiary Company who
may be interested in obtaining the same.
CONSOLIDATED ACCOUNTS
Consolidated Financial Statements have been prepared by the Company in
accordance with the requirements of AS-21, Consolidated Financial
Statements, notifed by the Companies (Accounting Standards) Rules,
2006.
COMPANY OVERVIEW
Presently your Company offers the following business activities:
- Trading and solutions business using Automatic Identifcation and Data
Capture Technologies viz. bar code equipments, access control systems,
label materials, printers, verifers and allied products.
- Solution Business viz. provides high end AIDC solutions to
manufacturing industry.
- Providing solutions in Radio Frequency Identifcation and Data Capture
(RFID) Technology.
- Smart Card manufacturing, the Company has smart card manufacturing
facility at the Registered Office.
- Your Company continues to see strong growth traction across existing
business and expects the momentum to continue in future also.
HUMAN RESOURCE MANAGEMENT
The Company believes and considers its human resources as the most
valuable asset. The Management is committed to providing an empowered,
performance oriented and stimulating work environment to its employees
to enable them realize their full potential. Robust HR processes and
initiatives adopted by the Company helped in containing the attrition
of executives. Industrial Relations remained cordial and harmonious
during the year.
RISK MANAGEMENT
An effective risk management framework drives continued economic
sustainability as it aligns operations & activities of the organization
to its vision & values. Your Company has a strong risk management
framework that enables active monitoring of the business environment
and identifcation, assessment and mitigation of potential internal or
external risks. Your Company promotes strong ethical values and high
levels of integrity in all its activities, which in itself is a
significant risk mitigator. Further, a perpetual internal audit activity
carried out by M/s T. Raghavendra & Associates, Chartered Accountants,
as internal auditors also provides us with their independent assessment
on our risk mitigating measures along with recommendations for
improvement. The Company has appointed M/s. BDO Consulting Private
Limited as additional internal auditors to further strengthen the
internal controls of the Company.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr. S.
Tirumala Prasad and Mr. M. Mohammad Yesaw are liable to retire by
rotation and being eligible, offer themselves for reappointment.
Mr. Jimmy R Anklesaia has been appointed as additional director w.e.f
14.02.2011 and holds Office upto the date of ensuing Annual General
Meeting. Notice has been received under Section 257 of the Companies
Act, 1956 proposing the names of Mr. Jimmy R Anklesaria for appointment
as Director liable to retire by rotation.
CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
Information relating to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo required to be made pursuant to
Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is set out as Annexure - B and forms part of this Report.
PARTICULARS OF EMPLOYEES
In accordance with the provisions of Section 217(2A) of the Companies
Act, 1956, and the rules framed there under, the names and other
particulars of employees are set out in the Annexure to the Director''s
Report. In terms of the provisions of Section 219 (1)(b)(iv) of the
Companies Act, 1956, the Director''s Report is being sent excluding the
aforesaid annexure. The annexure is available for inspection at the
Registered Office of the Company. Any shareholder interested in
obtaining a copy of the said annexure may write to the Company
Secretary at the Registered Office of the Company.
MANAGEMENT DISCUSSION & ANALYSIS
Notes on Management Discussion & Analysis of the fnancial position of
the Company have been given separately and form part of this Report.
STATUTORY AUDITORS
The Company''s Statutory Auditors M/s. Deloitte Haskins & Sells,
Chartered Accountants, Hyderabad will retire at the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
CORPORATE GOVERNANCE
A separate Section on Corporate Governance is attached to this Report
as Annexure - C.
A certificate from Mr. Y. Ravi Prasada Reddy, Practicing Company
Secretary regarding compliance of conditions of Corporate Governance as
stipulated under clause 49 of the Listing Agreements with Stock
Exchanges is enclosed as Annexure - D.
The Board has laid down a code of conduct for all Board and Senior
Managerial Personnel''s of the Company. The code of conduct has been
posted on the Company''s website. Board Members and Senior Managerial
Personnel''s have affrmed compliance with the code for the fnancial year
2010-11.
A certificate from the Managing Director that all Board members and
senior management personnel have affrmed compliance with the Code of
Conduct for the year ended March 31, 2011 is attached as Annexure - E.
CEO/CFO certificate is enclosed as Annexure - F.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA), of the Companies Act, 1956, the
Directors, based on representations received form the operating
management confirms that:
a. in the preparation of Annual Accounts, the applicable accounting
standards have been made form the same.
b. they have selected such accounting policies and applied them
consistently and 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 fnancial
year and of the Profit or loss of the Company for that period.
c. they have taken proper and suffcient care for the maintenance of
adequate accounting Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. they have prepared the annual accounts on a going concern basis.
PROMOTER GROUP COMPANIES
Pursuant to intimation from promoters, names of promoters and companies
comprising the Group as defned in Monopolistic and Restrictive Trade
Practices (MRTP) Act, 1969, have been disclosed in Annexure – G to
this report.
LISTING OF COMPANY''S SECURITIES
Your Company''s Shares are presently listed on Bombay Stock Exchange
Limited and National Stock Exchange of India Limited.
DEMATERIALIZATION OF SHARES
Your Company''s shares have been made available for dematerialization
through the National Security Depository Limited (NSDL) and Central
Depository Services (India) Limited, (CDSIL).
FIXED DEPOSITS
There were no fixed deposits at the end of the year.
EXPLANATION TO MATTERS ON WHICH ATTENTION WAS DRAWN IN THE AUDITORS''
REPORT
The Statutory Auditors of the Company M/s. Deloitte, Haskins & Sells
have the following comments in their report for the year 2010-11.
1. Auditors Comments:
Paragraph 4 (a) of the Audit Report, Note 9 of Schedule 20 forming
part of the fnancial statements regarding Sundry Debtors balance
aggregating to Rs.36,577.76 Lakhs and in respect of which no provision
has been made for reasons stated therein. We are unable to form an
opinion on the extent to which the debts may prove irrecoverable.
Company explanation:
As stated in Note 9 of Schedule 20 forming part of the fnancial
statements, on account of the economic slowdown and consequent
recessionary conditions in the global market there have been delays in
realization of debtors. These sundry debtors confirmed the year end
balances and Company has realized some of the dues subsequently. The
Company has long standing relationship with these customers and they
are helping the Company in promoting new products. Management is
confdent of realizing the amounts due and no provisions are required on
these accounts at this stage.
2. Auditors Comments:
Paragraph 4 (b) of the Audit report, Note 11 of Schedule 20 regarding
slow moving software inventory aggregating to Rs.314.13 Lakhs. We are
unable to form an opinion on the appropriateness of the carrying cost
of such items of inventory.
Company explanation:
As stated in Note 11 of Schedule 20 forming part of the fnancial
statements, these goods are customer specifc and due to recession and
economic slowdown there is a delay in realizing a sale value. Company
got the frm order from the customers recently and in the process of
executing the sale in the near future, hence no provision has been made
on this account.
ACKNOWLEDGMENT:
The Board of Directors of the Company extends their sincere
appreciation to the Government, Bankers, Financial Institutions and
others for their kind support. On behalf of the Company, the Board of
Directors thanks the Employees for their valuable efforts and the
shareholders for their undaunted faith in the Company.
By Order of the Board
For Bartronics India Limited
Sudhir Rao A.B. Satyavas Reddy
Managing Director Director
Place: Hyderabad
Date: August 25, 2011
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