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Danlaw Technologies India Ltd.

BSE: 532329 Sector: IT
NSE: N.A. ISIN Code: INE310B01013
BSE LIVE 15:40 | 23 Oct 59.45 -1.20
(-1.98%)
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 60.05
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VOLUME 3194
52-Week high 74.90
52-Week low 41.00
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 60.05
CLOSE 60.65
VOLUME 3194
52-Week high 74.90
52-Week low 41.00
P/E
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Danlaw Technologies India Ltd. (DANLAWTECH) - Director Report

Company director report

To

The Members

The Directors submit annual report of Danlaw Technologies India Limited (DTIL) alongwith the audited financial statements for the financial year ended March 312016.Consolidated performance of the Company and its subsidiary has been referred to whereverrequired.

FINANCIAL RESULTS

Rs. in Lakhs

Particulars

2015-16

2014-15

DTIL WOS Cons. DTIL WOS Cons.
Net sales/Income from operations 1103.20 205.55 1308.75 874.07 262.30 1136.37
Other Income 139.09 _ 139.09 120.63 - 120.63
Total Income 1242.29 205.55 1447.84 994.70 262.30 1257.00
Cost of materials 172.70 _ 172.70 135.72 _ 135.72
Employee's Cost 596.31 141.28 737.59 543.76 167.71 711.47
Finance cost 0.85 - 0.85 - - -
Depreciation 21.87 - 21.87 26.49 _ 26.49
Other Expenses 172.49 11.71 184.20 171.04 13.85 184.89
Total Expenses 964.22 152.99 1117.21 877.01 181.56 1058.57
Profit / (Loss) before tax 278.07 52.26 330.63 117.69 80.74 198.43
Exceptional Items - - - - 65.94 65.94
Profit before extraordinary items and tax 278.07 52.56 330.63 117.69 146.68 264.37
Current Tax 56.86 8.47 65.33 25.87 6.32 32.19
Deferred Taxes 31.11 - 31.11 (2.32) 46.43 44.11
Profit / (Loss) after tax 190.10 44.09 234.19 94.14 93.93 188.07
Paid up equity share capital 372.03 295.66 372.03 372.03 295.66 372.03
Reserves and Surplus (excl. revaluation reserve) 2109.42 169.04 2278.46 1919.32 95.32 2014.64
Earnings per share 5.11 6.29 2.53 5.06

Dividend

In view of requirement of funds for expansion / operations the Board of Directors ofyour Company does not recommend any dividend for the financial year 2015-16.

Transfer to Reserve

Since there is no surplus in Profit and Loss account there is no transfer to generalreserve.

Company's Performance (Stand Alone)

Revenue from operations has increased by about 26% to Rs.1103.20 lacs. The net Profitbefore Extraordinary items and Tax for the fiscal year is Rs.278.07 lacs as compared to aProfit of Rs.117.69 lacs in the previous year. An Increase of 236%. Profit afterExtraordinary items and tax for the fiscal year is Rs.190.10 lacs as compared to a Profitof Rs.94.14 lacs in the previous year. Your management continued to control the costswithout compromising the future delivery capacity.

The other income of Rs.139.09 lacs includes about Rs.118.21 lacs of interest incomeRs.20.88 lacs of exchange gain. The management continues to put efforts to collect all thereceivables from our customers.

Change in the nature of business if any

There is no change in the nature of business.

Events subsequent to the date of financial statement

There are no material changes occurred subsequent to the close of financial year of thecompany.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material orders were passed by regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.

Internal financial control systems and their adequacy

Danlaw's internal financial control systems are commensurate with its size and thenature of its operations. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes executing transactions with proper authorization andensuring compliance of corporate governance.

Subsidiary Companies

The Company has a wholly owned subsidiary in USA Danlaw Technologies Inc. Performanceand financial position has been given above in the financial results.

Deposits from public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the data of thebalance sheet.

Auditors

In terms of the provisions of Section 139(1) of the Companies Act 2013 and Companies(Audit and Auditors) Rules 2014 the Company appointed the Statutory Auditors for a periodof three years from the conclusion of the 21st Annual General Meeting upto the conclusionof 24th Annual General Meeting. Your Company has received confirmation from the saidAuditor that their appointment is within the limits prescribed under Section 139(1) of theCompanies Act 2013 and Rule 4(l)(a) of Companies (Audit and Auditors) Rules 2014. As perthe provisions of Section 139(1) of the Act their appointment for the above tenure issubject to ratification by the members at every AGM. Therefore the Board of Directorsrecommend to the Members for ratification accordingly.

Auditors' report and secretarial auditors' report

The auditors' report and secretarial auditors' report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.

Extract of the Annual Return

The extract of the annual return in Form No. MGT - 9 is annexed and shall form part ofthe Board's Report.

Conservation of energy and technology absorption

a) Conservation of energy

Your Company is engaged in the business of software and information technology and hasno specific activities relating to conservation of energy and technology absorption asrequired to be disclosed under Section 134(3) (m) of the Companies Act 2013 read withRule 8(3) the Companies (Accounts) Rules 2014. The Company has taken necessary measureswherever possible for the conservation of energy. However your Company uses informationtechnology extensively in its operations and also continues its endeavor to improve energyconservation and utilization safety and environment.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D. This year norevenue expenditure was deferred.

(ii) Technology Absorption: Your Company continues to use state of the art technologyfor improving the productivity and quality of its products and services. To createadequate infrastructure your Company continues to invest in the latest hardware andsoftware.

Foreign exchange earnings and outgo:

The particulars of foreign exchange earnings and outgo are given below.

Particulars 2015-2016 2014-2015
Earnings 84540692 66316479
Outgo 6912729 4953219

Corporate social responsibility policy

Not applicable

Directors and Key Managerial Personnel

1. Mr. Raju S Dandu -- Chairman and Managing Director(KMP)
2. Mr. M. A. Ashok Kumar - Independent Director
3. Mr. Naga Satyanarayana Sappata -- Independent Director
4. Mr. T. Ravi Kumar -- Independent Director
5. Mr. K.N. Praveen Kumar -- Independent Director
6. Mrs. P.Sundaramma -- Independent Director
7. Mr. AVRK Varma -- Chief Financial Officer (KMP)
8. Mrs. V. Padmaja —Company Secretary (KMP)

Re-appointment of Mr. Raju S Dnadu as Chairman& Managing Director:

The Board of Directors re-appointed Mr. Raju S Dandu as the Chairman & ManagingDirector of the Company with effect from 1st April 2011 for a term of five years. Theappointment was approved by the members of the Company at the annual general meeting heldon 30th September 2011. The term of the Chairman & Managing Director expires on 31stMarch 2016. Hence a proposal is placed before the nomination and remuneration committeeand the same was placed before the board at its meeting on February 102016 as recommendedby the committee.

Board has approved the Re-appointment of Mr. Raju S Dandu as Chairman & ManagingDirector for a term of 5 years pursuant to Sections 196197198203 and Schedule V of theCompanies Act 2013 as amended from time to time and other applicable provisions rulesthereof and further subject to the approval of the members of the Company at the nextgeneral meeting and also subject to approval of the Central Government at a remunerationof Gross Pay of Rs.150000/- per month plus all other benefits perquisites and otherallowances as permitted by the Companies Act 2013 within the rules of the Company asapplicable from time to time.

Key managerial personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 (the Act) readwith Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 your company has complied with the provisions by appointing CS CFO with effect from28th May2014.

Meeting of the Board of Directors

Five meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

Audit Committee

Four meetings of the committee were held during the year. For details of the meetingsof the committee please refer to the corporate governance report which forms part ofthis report.

Nominations and Remuneration Committee

Please refer to the corporate governance report which forms part of this report.

Particulars of loans guarantees or investments under section 186

In the Financial Year 2015-16 the Company has not given any loan guarantees or madeany investments exceeding sixty per cent of its paid-up share capital free reserves andsecurities premium account or one hundred per cent of its free reserves and securitiespremium account whichever is higher as prescribed in Section 186 of the Companies Act2013.

Particulars of contracts or arrangement with related parties:

None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure I in Form AOC-2 and the same forms part of this report.

Managerial Remuneration

a. The ratio of remuneration of Managing Director to the median remuneration of theemployees of the Company for the financial year: 2.49

b. No other directors are paid remuneration except sitting fees

c. There is no increase in the remuneration of MD CFO or CS in the financial year.

d. The number of permanent employees on the rolls of the Company: 91

Particulars of employees

None of the employees of your Company is in receipt of remuneration requiringdisclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act 2013read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Hence no such particulars in this regard are annexed.

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchangescorporate governance report with compliance certificate of practicing company secretarythereon and management discussion and analysis are attached which form part of thisreport

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.danlawtechnologies.com ).

Disclosure about cost audit

Not applicable to the Company

Industry based disclosures as mandated by the respective laws governing the company

The Secretarial audit report for the financial year 2015-16 has briefed on complianceof industry based disclosures and concerned laws governing the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis;

v. The directors had laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2015-16.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude and appreciation for the continuedcooperation and excellent support received from all the quarters.

Your Directors also wish to place on record their appreciation for the sincerecontributions received from the employees of the Company in enabling it to achieve theperformance during the year under review and the valuable co-operation and continuoussupport extended by the Bankers Consultants Stakeholders Strategic Investor variousGovernment and Statutory authorities and other business associates.

Place : Hyderabad By order of the Board
Date : August 62016 For Danlaw Technologies India Ltd.
Raju S Dandu
Chairman & Managing Director
PIN: 00073484)

Form AOC-I

ANNEXURE I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Part "A": Subsidiaries

1. SI. No. : 1
2. Name of the Subsidiary : DANLAW TECHNOLOGIES INC
3. Reporting period of the subsidiary concerned : Same as of holding company
If different from the holding company's reporting Period April 1 to March 31
4. Reporting currency and exchange rate as on the : United States Dollar (USD)
Last date of relevant financial year in the case of Foreign subsidiaries. Rs.66.18 per USD
5. Share capital : Rs.29566245
6. Reserves & surplus : Rs.4115403
7. Total Assets : Rs.55008485
8. Total Liabilities : Rs.8537882
9. Investments : Rs. Nil
10. Turnover : Rs.47301412
11. Profit before taxation : Rs.5255601
12. Provision for taxation : Rs.846541
13. Profit after taxation : Rs.4409060
14. Proposed dividend Nil
15. % of share holding : 100%

ANNEXUREII

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:Danlaw Technologies India Limited (DTIL) has not entered into any contract or arrangementor transaction with its related parties which is not at arm's length during financial year2015-16.

2. Details of material contracts or arrangement or transactions at arm's length basis:

a. Name(s) of the related party and nature of relationship:

Danlaw Technologies Inc (DTI) wholly owned subsidiary of DTIL.

Danlaw Inc (DI) Associate Company

DSN Raju / D Lakshmi

b. Nature of contracts / arrangements / transactions:

Electronic hardware sales IT/ITES Services with DTI and DI

Lease rent agreement for office premises with DSN Raju / D Lakshmi

c. Duration of the contracts / arrangements / transactions: On going

d. Salient terms of the contracts or arrangements or transactions including the Valueif any:

DTIL shall(i) provide IT/ITES services and Electronic hardware to the existing and newclients of DTI/DI(ii) diligently perform the contract in timely manner and provideservices in accordance with the work order issued by DTI/DI (iii) submit invoices onmonthly basis for the services provided for each project as per the terms of contract andDTI/DI shall promptly pay the same(iv) be responsible for all the expenses incurred inconnection with providing its services and (v) comply with the local state and federallaws and regulations applicable while providing services.

Lease rental agreement for office premises with DSN Raju/D Lakshmi on rate notdetrimental to the interest of the company.

e. Date(s) of approval by the Board if any: Not applicable since the contracts wereentered into in the ordinary course of business and on arm's length basis.

f. Amount paid as advances if any: Nil

On behalf of the board of directors
August 6 2016 Raju S Dandu
Chairman & Managing Director