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