Bartronics India

The Directors have pleasure in presenting the Seventeenth Annual
 Report together with the Audited Ac- counts for the Financial Year
 ended 31st March, 2008 comprising of twelve (12) months from 01-04-2007
 to 31-03-2008.
 
 Financial Results:
 
 Your Directors do hereby report that your Company has achieved a total
 income of Rs. 184.44 Crores during the financial year under review as
 against a total income of Rs.64.44 Crores during the previous financial
 year.  
 
                                                       (Rupees in Lakhs)
 
 Particulars                                 Year ended    Previous year
                                                           ended
                                      31st March,2008    31st March,2007
 
 Total Income                                18444.44          6444.06
 Total Expenses other than Interest          13944.78          4799.67
 Interest                                      395.90           167.33
 Total Expenses                              14340.68          4967.00
 Profit Before Tax                            4103.77          1477.06
 Provision for Tax                             830.47           131.50
 Profit After Tax                             3273.30          1345.56
 Add: Profit brought Forward from last year   2074.03           728.47
 Profit Available for Appropriation           5347.33          2074.03
 
 Review of Operations:
 
 During the year under review the Companys turnover has increased to Rs
 183.30 Crores from Rs. 63.50 Crores of previous year, a growth of
 188.66% and Profit before tax has increased to Rs. 41.04 Crores from
 Rs. 14.77 Crores of previous year registering growth of 178%. The
 current year looks equally promising and both, the turnover as well as
 the retained earnings, are expected to be better in the current year.
 
 Industrial Relations:
 
 Your directors are happy to report that the Industrial Relations have
 been extremely cordial at all levels throughout the year.
 
 Employees Stock Option Scheme (ESOS)-2007
 
 The shareholders of the Company at an Extra-Ordinary General Meeting
 held on February 25, 2008, gave their approval to amend the ESOS-2007
 to vary the vesting schedule to enable 100% vesting of the options
 granted at the end of the first year from the date of grant. Similarly,
 Clause (h) of the ESOS-2007 was amended to remove restriction of
 entitlement to any employee of more than 1 % of the issued capital of
 the Company During the year under review, the Company allotted 6,40,000
 equity shares of Rs.10/- each upon exercise of stock options by the
 eligible employees under the ESOS-2007.
 
 Employees Stock Option Scheme (ESOS)-2008
 
 Your Company has always believed in rewarding employees for their
 continuous hard work, dedication and support, which has led the Company
 on a growth path. To enable more and more employees to enjoy the fruits
 of phenomenal growth that the Company has witnessed in the recent past,
 the shareholders of the Company at an Extra-Ordinary General Meeting
 held on February 25, 2008, gave their approval to implement the
 ESOS-2008 , in accordance with Clause 6 of the Securities and Exchange
 Board of India (Employees Stock Option Scheme and Employees Stock
 Purchase Scheme) Guidelines, 1999 and the said Scheme has already been
 implemented as per the provisions contained in the above special
 resolution, with the grant of options under the Scheme.
 
 Details about BARTRONICS INDIA LIMITED Employees Stock Option Scheme
 called ESOS- 2007 (8ILESOS, 2007) and Employees Stock Option Scheme
 called ESOS- 2008 (BILESOS, 2008).
 
 Pursuant to the provisions of Clause 12 of the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme), Guidelines, 1999, the details of stock options as on
 31st March, 2008 under the BARTRONICS INDIA LIMITED Employee Stock
 Options Scheme called ESOS- 2007 and Employee Stock Options Scheme
 called ESOS- 2008 are as under:
 
 SI.No            Particulars
 
 1              Options Granted
 2              Pricing formula
 3              Options Vested
 4              Options exercised
 5              The total number of
                shares arising as a result
                of exercise of option
 6              Options lapsed
 7              Variation of terms of options
 8              Money realized by exercise of options
 9              Total number of options in force
 10             Employee wise details of options granted to
 
 i) Senior Management personnel
 
 ESOS-2007
 
 8,00,000
 
 At Face Value of Rs.10/- each as per the Resolution passed at the
 Extra-Ordinary General Meeting of the Company held on 29.01.2007.
 
 8,00,000
 6,40,000
 6,40,000                            
      Nil
 
 The terms of options in the Financial year 2007-08 by amending the
 vesting schedule to enable 100% vesting of the options granted at the
 end of the first year from the date of grant and Clause (h) of the
 ESOS- 2007 also amended to remove restriction of entitlement to any
 employee of more than 1% of the issued capital of the Company.
 
 64,00,000
 1,60,000
 
 Sudhir Rao, Managing Director
 
 ESOS-2008
 
 5,84,041
 
 During the year under review 3,65,959 (out of 9,50,000 Options) options
 are yet to be granted. Since the performance appraisal is under process
 as on 31.03.08.
 
 At Face Value of Rs. 10f- each as per the Resolution passed at the
 Extra-Ordinary General Meeting of the Company held on 25.02.2008.
 
 Not applicable as on date
 Not applicable as on date
 Not applicable as on date
 Not applicable as on date
 
 The terms of options were not varied in the Financial year 2007-08
 
 Not applicable as on date 5,84,041 (Total options available for grant:
 9,50,000 and Total Options granted is 5,84,041)
 
 As per the table given below.
 
 SI.No     Particulars
 
           ii) Any other employee who
               receives a grant in any one year
               of option amounting to 5% more
               of option granted during that
               year
          iii) Identified employees who
               were granted option, during any
               one year, equal or exceeding
               1% of the issued capital
              (excluding outstanding warrants
               and conversions) of the
               Company at the time of grant.
 
 11 Diluted Earning Per share (EPS) pursuant to issue of shares on
 exercise of option calculated in accordance with Accounting Standard
 (AS)20 Earning Per share_
 
 12 The difference between the employee compensation costs computed
 under intrinsic value method and the employee compensa-tion cost that
 shall have been recognized if the Company had used the Fair Value
 methods and its impact on profits and EPS of the Company.
 
 13 Weighted Average exercise prices and weighted average fair values of
 options for options whose exercise price either equals or exceeds or is
 less than the market price of the stock_
 
 14 Description of the method and significant assumptions used during
 the year to estimate the fair value of options.
 
 i. Risk-free interest rate
 
 ii. Expected life
 
 iii. Expected Volatility
 
 iv Expected dividends
 
 v. The price of the underlying share in market at the time of option
 grant
 
 ESOS-2007
 
 Sudhir Rao, Managing Director
 
 Sudhir Rao, Managing Director
 
 10.45
 
 The employee compensation cost on account of ESOS in the financial year
 2006-07 based on Intrinsic value method is Rs. 9.55 Crore. Had the
 Company used the Fair value method, the ESOS cost in the financial year
 2006-07 would have been Rs. 10.35 Crores.
 
 There would not have been any adverse effect on the profit and EPS of
 the Company, if Fair Market value method of accounting was adopted
 instead of intrinsic value.
 
 N.A.
 
 The Company has opted intrinsic Value method for accounting of
 Compensation Cost arising out of ESOS. The Company has not made any
 assumptions.
 
 ESOS-2008
 
 As per the table given below.
 
 As per the table given below.
 
 10.45
 
 The employee compensation cost on account of ESOS in the financial year
 2007-08 based on Intrinsic value method is Rs.  18.57 Crore. Had the
 Company used the Fair value method, the ESOS cost in the financial year
 2007-08 would have been Rs.  19.26 Crores.
 
 There would not have been any adverse effect on the profit and EPS of
 the Company, if Fair Market value method of accounting was adopted
 instead of intrinsic value.
 
 Not applicable as on date
 
 The Company has opted intrinsic Value method for accounting of
 Compensation Cost arising out of ESOS. The Company has not made any
 assumptions.
 
 Stock Options granted during the year to employees including directors
 of the Subsidiary Companies
 
                                      Number of Stock
 S.No   Name of the Employee          Options granted
 
 1      Mr.Krishna Vemuri                 281951
 2      Mr. Narayan Ravi Setty            169171
 3      Mr.Pundarika Bibi Reddy            70488
 4      Mr.Sudhir Moni                     28195
 
  Total                                   549805
 
 % (of 5,84,041 Options     %(of Issued Capital)
    Granted during the
    year)
 
 48.28%                            1.06%
 28.97%                            0.64%
 12.07%                            0.27%
  4.83%                            0.11%
 
 Note: 549805 Options(out of 600000 Options earmarked for the employees
 including directors of the Subsidiary Companies) were granted during
 the year. 50195 Options are yet to be granted. Since, the performance
 appraisal is under process as on 31.03.08.
 
 Stock Options granted during the year to employees including directors
 of Bartonics India Limited
 
 1     Mr.T.Venkateswara Rao          8318     1.42%     0.03%
 2     Mr.Sudhir Rao                 25918     4.44      0.09%
 
 Total                               34236   
 
 Note: 34236 Options (out of 350000 Options earmarked for the employees
 including directors of the Bartronics India Limited) were granted
 during the year. 315764 Options are yet to be granted. Since, the
 performance appraisal is under process as on 31.03.08.
 
 Zero Coupon Convertible Bonds due 2012:
 
 Pursuant to approval of the shareholders in the Extra-Ordinary General
 Meeting held on 19.04.2007 Board has taken the approval of shareholders
 to issue Foreign Currency Convertible Bonds (FCCBs) to the foreign
 investors to the extent of US$ 40 million on private placement basis
 with tenure of five years from their allotment, for the purpose of
 expansion of its activities in India and abroad and to finance the
 additional working capital requirements and for general corporate
 purposes including acquisitions , in accordance with provisions of
 Issue of Foreign Currency Convertible Bonds and Ordinary Shares
 (Through Depository receipt Mechanism) Scheme, 1993 and accordingly the
 Company had issued and allotted FCCBs to an extent of US  million on
 04.06.2007. The details about the utilization of proceeds of FCCBs were
 already disclosed in the previous Annual Report.
 
 During the year under review, the Company allotted 34,46,046 equity
 shares of Rs.10/- each (as per the table given below) against the
 conversion of 115 Bonds (each bond representing US0,000).
 
                                  Principle value     Deemed value of
            Principle value of    of Bonds            Bonds (103% upto
 SI.No.     Total Number of       received upto       
            Bonds allotted        31.03.2008          04.06.08)
                                 (us$)                
 
                (1)                (2)                  (3)
 
 1           25000000             11500000           11845000
 
                  Deemed      Conversion       No. of shares
 Fixed            value of         Price       issued and
 Exchange         Bonds in         (Rs.)       allotted during the year
 Rate             Indian Rupees                
 
 (4)               (5)              (6)              (7=5/6)
 
 40.73         482446850            140             34,46,046
 
 Zero Coupon Convertible Bonds due 2013:
 
 Pursuant to approval of the shareholders in the Annual General Meeting
 held on September 10, 2007, your Company raised US$ 50 million through
 issue of Foreign Currency Convertible Bonds (FCCBs) with tenure of five
 years from their allotment, for the purpose of expansion of its
 activities in India including acquisitions abroad, in accordance with
 provisions of Issue of Foreign Currency Convertible Bonds and Ordinary
 Shares (Through Depository receipt Mechanism) Scheme, 1993 and
 accordingly the Company had issued and allotted FCCBs to an extent of
 US  million on 04.01.2008.
 
 The Statement of utilization of proceeds of Foregin Currency
 Convertible Bonds (FCCBs):
 
 1.  Nature of Issue issue of FCCBs to foreign investors to the extent
 of US  million on private placement basis.
 
 2.  Size of the Issue US  million
 
 3.  Aggregate amount of the Issue
 
 Rs.197.85 Crores
 
 4.  Objects of the Issue
 
 For the purpose of expansion of existing operations, setting up of new
 projects and overseas acquisitions and international investments.
 
 5.  Utilization of the Issue:
 
 Funds have been utilized for the envisaged project. The production has
 commenced during the current financial year.
 
 Allotment of 46,30,000 equity shares of Rs.10/- each against
 compulsorily convertible warrants issued by the Company on March 08,
 2007 on preferential allotment:
 
 The Company in the Extra-Ordinary General Meeting held on 29.01.2007
 has taken the approval of shareholders to issue 46,30,000 Convertible
 Warrants of Rs. 10/- each at a price of Rs. 130/- per warrant to the
 existing members of the Company and/or Promoters or Promoter Group
 members and/or non-promoters and/or Strategic Investors and/or
 Financial Institutions/ Banks whether resident in India or non-resident
 Indians, Overseas Corporate Bodies (OCBs), Mutual Funds, Debenture
 Holders, Employees, Foreign Institutional Investors (Flls), Companies,
 other entities/authorities on preferential basis, in accordance with
 the SEBI (Disclosure and Investor Protection) Guidelines, 2000, for the
 purpose of expansion project of the Company relating to Manufacture of
 Smart Cards and RFID related Products.  Accordingly, the Company
 allotted 46,30,000 Convertible Warrants to the promoters/non promoters
 on 08.03.2007.
 
 During the year under review, the Company allotted 46,30,000 equity
 shares of Rs.10/- each against the conversion of warrants on
 04.03.2008.
 
 The Statement of utilization of proceeds of 46,30,000 Convertible
 Warrants:
 
 1.  Nature of Issue
 
 Issue of 46,30,000 Convertible Warrants of Rs.10/- each at a price of
 Rs.130/- per warrant to the existing members of the Company and/or
 Promoters or Promoter Group members and/or non-promoters on
 preferential basis.
 
 2.  Size of the issue
 
 46,30,000 Convertible Warrants
 
 3.  Aggregate amount of the Issue Rs.6.02 Crores
 
 4.  Objects of the Issue
 
 For the purpose of expansion Project of the Company relating to
 manufacture of Smart Cards and RFID related products.
 
 5.  Utilization of the Issue:
 
 The proceeds have been used to set up smart card manufacturing facility
 at Raj Bollaram Village, Medak Distrcict, Andhra Pradesh and for
 working capital requirements.
 
 SUBSIDIARY COMPANIES:
 
 Bartronics Asia Pte Ltd :
 
 The Company has incorporated a Wholly Owned Subsidiary Company named
 M/s. Bartronics Asia Pte Ltd on June 14,2007 in the Republic of
 Singapore with the share capital of S 00 to capture Asian market and
 provide better after sales services.
 
 M/s Bartronics Asia Pte Ltd has commenced its operations during the
 current year and recorded turnover of Rs.  5391.28 Lacs during the year
 2007-2008.
 
 Bartronics America Inc:
 
 The Company has incorporated a Wholly Owned Subsidiary Company named
 M/s. Bartronics America Inc. on November 16, 2007 in the State of
 Delaware in USA under Registration No: 0334318 with the share capital
 of US00.
 
 M/s. Bartronics America Inc has commenced its operations during the
 current year and recorded turnover of Rs.  3,360.46 Lacs during the
 year 2007-2008.
 
 Your Companys Financial Year is not coinciding with the Financial Year
 of above Subsidiary Companies.
 
 Both Subsidiary Companies have carried on the business transactions
 from the date of the incorporation till 31st March, 2008. The
 Consolidated Financial Statements (consisting of annual audited
 accounts of your Company for the year ended 31st March 2008) have been
 annexed to the annual report of your Company for the financial year
 2007-08.  Furthermore since both the subsidiary Companies have been
 incorporated during the financial year 2007-08 and accounts are yet to
 be closed, therefore audited accounts, the Directors report, Auditors
 report and other related information of both subsidiary Companies could
 not be annexed.
 
 Statement pursuant to Section 212 of the Companies Act, 1956 relating
 to Subsidiary Companies, as at 31 st March, 2008, is also annexed to
 this Report.
 
 New products:
 
 During the year the Company has commenced the Smartcards Manufacturing
 facility. The Companys smart card manufacturing unit is Indias first
 smart card manufacturing unit as of now, having 100% EOU status from
 Government of India. The Company offers one stop customized smart card
 based solutions and application. The Company is manufacturing smart
 cards, magnetic stripe cards, scratch cards and plain PVC cards.
 
 The 80 million cards per annum facility is one of the largest
 facilities for manufacture of smart cards in South Asia.  A recent
 study by one of the reputed market research Companies has projected the
 depiand for smart cards to be over 150 million units this year and
 growing at a CAGR of around 45%. In line withthe market demands, the
 Company intends selling its new products and solutions initially to the
 telecom industry and then gradually moving on to Government projects
 and the banking sector over the next 3-4 years. The Company has already
 entered into selling arrangements with a few leading consumers for the
 next two years and consequently move up from an estimated 70% capacity
 utilization in the first year to 100% in the second year of operations.
 Acquisitions:
 
 Companys wholly owned subsidiary Company named Bartronics America Inc.
 (BAI), a Delaware Corporation, USA has acquired the Assets of
 Proximities Inc. and SRG America Inc. based in the United States of
 America for a total consideration of US $ 50 million.
 
 The Proximities, Inc, is a privately held Company headquartered in
 Melbourne, FL. The Company develops, markets and supports secure RFID
 cashless payment, access control and age verification solutions.
 Proximities proprietary technologies enable fast, more efficient and
 more secure transactions. Proximities, Inc., is also the leading
 developer of secure Radio Frequency Identification (RFID) wristbands,
 cashless payment, age verification and access control systems.
 
 The Software Research Group, Inc. (SRG), headquartered in Iselin, New
 jersey, is a leading multinational organization that has successfully
 served the information technology market place for over ten years.
 Since its inception, SRG has gained vast experience in providing
 quality IT solutions to its customers on time cost effectiveness.
 
 Statutory Disclosures
 
 The particulars as prescribed under sub-Section [1 ] [e] of Section 217
 of the Companies Act, 1956 read with the Companies [Disclosure of
 particulars in report of Board of Directors] Rules, 1988, are set out
 hereunder.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and outgo
 
 Information relating to conservation of energy, technology absorption,
 foreign exchange earnings and outgo forming part of Directors Report
 in terms of Section 217(1)(e) of the Companies Act, 1956 and Companies
 (Disclosure of particulars in the report of Board of Directors) Rules,
 1988 is as follows: Conservation of Energy
 
 The Operations of your Company are not Energy intensive. The Company
 makes every effort to conserve energy as far as possible in its
 facilities. The Company continuously evaluates new technologies and
 techniques to make infrastructure more energy efficient.
 
 Technology absorption
 
 Your Company did not invest in any R&D activity during the year under
 consideration. However, the upgradation of the Technology in vogue is
 being given highest priority to give a better service to the clientele.
 
 Foreign Exchange Earnings and Outgo
 
 Particulars                             2006 - 07         2007 - 08
 
 Foreign Exchange Earnings                3226.42            6433.96
 Foreign Exchange Outgo                   2480.09            4942.67
 
 PERSONNEL
 
 The relations with employees continued to be cordial through out the
 year. The Board appreciates the willful co- operation and team spirit
 in the Management Cadre and other employees of the Company.
 
 Information required to be furnished under Section 217 (2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 as amended is annexed to this report.
 
 Reply to the Auditors Report
 
 Though the Company is regular in payment of statutory dues with the
 concerned authorities there has been some delays in deposit of Income
 Tax with appropriate authorities. Your Directors have taken note of the
 situation and efforts are being made to see that these delays are not
 repeated.
 
 Directors
 
 Shri A.B.Satyavas Reddy, Director of your Company, is liable to retire
 by rotation in this ensuing Annual General Meeting and being eligible,
 offers himself for re-appointment. Resolution seeking approval of the
 Members for the re-appointment of Shri A.B.Sayavas Reddy as Director is
 being proposed at the ensuing Annual General Meeting.  The Board of
 Directors recommend adoption of the resolution. A brief profile of Shri
 A.B.Satyavas Reddy, including areas of his expertise and other details,
 are attached to the Notice convening the ensuing Annual General
 Meeting.
 
 Shri Y.R.Rao, Director of your Company, is liable to retire by rotation
 in this ensuing Annual General Meeting and being eligible, offers
 himself for re-appointment. Resolution seeking approval of the Members
 for the re-appointment of Shri Y.R.Rao as Director is being proposed at
 the ensuing Annual General Meeting. The Board of Directors recommend
 adoption of the resolution. A brief profile of Shri Y.R.Rao, including
 areas of his expertise and other details, are attached to the Notice
 convening the ensuing Annual General Meeting.
 
 Shri S.Tirumala Prasad has been appointed as an Additional Director of
 the Company with effect from 02.09.2008.  Shri S.Tirumala Prasad holds
 office upto the date of the ensuing Annual General Meeting. Notice has
 been received from a Member, under Section 257 of the Companies Act,
 1956, proposing the name of Shri S.Tirumala Prasad for appointment as
 Director.
 
 Shri S.Tirumala Prasad has also been appointed as Whole-time Director
 designated as Chief Executive Officer for a period of five years with
 effect from 02.09.2008, subject to approval of the Members and other
 authority (ies), as may be required.
 
 Resolutions seeking approval of the Members for the appointment of Shri
 S.Tirumala Prasad as Director and also as Whole-time Director,
 designated as Chief Executive Officer, are being proposed at the
 ensuing Annual General Meeting. The Board of Directors recommends
 adoption of the resolutions. A brief profile of Shri S.Tirumala Prasad,
 including areas of his expertise and other details, are attached to the
 Notice convening the ensuing Annual General Meeting.
 
 Listing of Companys Securities:
 
 Your Companys shares are currently listed on Bombay Stock Exchange
 Limited and National Stock Exchange of India Limited.
 
 Dematerialization of Shares:
 
 Your Companys shares have been made available for dematerialization
 through the National Securities Depository Limited (NSDL) and Central
 Depository Services (India) Limited (CDSL).
 
 Fixed deposits
 
 Your Company has not accepted any deposits. As such, no amount of
 principal or interest was outstanding on the date of the Balance Sheet.
 
 Auditors
 
 The Companys existing Statutory Auditors M/s.Yaji Associates,
 Chartered Accountants, Hyderabad, have expressed their inability to
 continue as Statutory Auditors of the Company due to their
 Pre-Occupation. It is proposed to appoint M/s Deloitte Haskins & Sells,
 Chartered Accountants, Hyderabad, as Statutory Auditors of the Company
 for the financial year 2008-09 at a remuneration as fixed by the Board
 of Directors.
 
 The Company has received letters from M/s Deloitte Haskins & Sells,
 Chartered Accountants, Hyderabad to the effect that their appointment
 as Statutory Auditors, if made, would be within the prescribed limits
 under Section 224(1 B) of the Companies Act, 1956 and they are not
 disqualified for such appointment.
 
 Human Resources
 
 Bartronics India Limited has been fortunate in having a set of
 committed employees at all levels and looks forward to nurture them and
 retain their loyalty. The Company recognises the value of the committed
 workers and efforts are being made to enhance the bonding between the
 Company and the committed employees.
 
 Dividend
 
 As the Company intends to plough back the profits for the ultimate
 benefit of shareholders, therefore no dividend is proposed.
 
 Code of conduct
 
 The Board has laid down a Code of Conduct for all Board Members and
 Senior Management of the Company. The Code of Conduct has been posted
 on the Companys website. Board Members and Senior Management personnel
 have affirmed compliance with the Code for the financial year 2007-08.
 Aseparate declaration to this effect is made out in the Corporate
 Governance Report.
 
 Directors Responsibility Statement
 
 As required under the Companies Act, 1956 your Directors wish, to
 state:
 
 a) In the preparation of the annual accounts for the year ended 31st
 March 2008 applicable accounting standards have been followed with no
 material departure.
 
 b) Accounting policies have been selected and applied consistently, at
 the same time judgments and estimates have been made 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 for the year under review.
 
 c) Proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities, and d) Accounts for the year
 ended 31st March, 2008 have been prepared on going concern basis.
 Group:
 
 Persons forming part of the Group coming within the definition of
 Group as defined in the Monopolies and
 
 Restrictive Trade Practices (MRTP) Act, for the purpose of inter-se
 transfer of shares of the Company under
 
 Regulation 3(1 )(e)(i) of the SEBI(Substantial Acquisition of Shares
 and Takeovers) Regulations, 1997 are enclosed in separate Section of
 the report.
 
 Management Discussion and Analysis Report
 
 Management Discussion and Analysis Report is annexed to this Report.
 
 Corporate Governance
 
 Pursuant to the Clause 49 of the Listing Agreement entered with the
 stock exchanges, the Company has complied with all the provisions of
 Corporate Governance and a detailed note in this regard is annexed to
 this report alongwith a Certificate of Compliance from Auditors of the
 Company.
 
 Acknowledgement
 
 Your Directors extend their gratitude to the valuable customers,
 investors, Bankers, Central and State Government officers and agencies
 for their continued support and acknowledge the valuable contribution
 made by the employees.
 
                                                   BY ORDER OF THE BOARD
                                            For BARTRONICS INDIA LIMITED
  
                                                                    Sd/-
 Place : Hyderabad                                            SUDHIR RAO
 Date  : 02-09-2008                                    MANAGING DIRECTOR