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D-Link India Ltd.

BSE: 533146 Sector: Consumer
NSE: DLINKINDIA ISIN Code: INE250K01012
BSE 00:00 | 26 Nov 131.10 -5.05
(-3.71%)
OPEN

139.00

HIGH

139.00

LOW

130.50

NSE 00:00 | 26 Nov 131.20 -5.10
(-3.74%)
OPEN

135.00

HIGH

137.00

LOW

130.60

OPEN 139.00
PREVIOUS CLOSE 136.15
VOLUME 9099
52-Week high 168.65
52-Week low 94.80
P/E 12.05
Mkt Cap.(Rs cr) 465
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 139.00
CLOSE 136.15
VOLUME 9099
52-Week high 168.65
52-Week low 94.80
P/E 12.05
Mkt Cap.(Rs cr) 465
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

D-Link India Ltd. (DLINKINDIA) - Director Report

Company director report

To

The Members

The Board of Directors of your Company take pleasure in presenting the ThirteenthAnnual Report together with Balance Sheet and Statement of Profit and Loss for thefinancial year ended 31st March 2021.

1. Financial Results (Standalone and Consolidated)

(Rs in Lakhs)

Particulars Standalone Consolidated
FY 2021 FY 2020 FY 2021 FY 2020
Revenue from operations 71067.57 72552.56 72654.69 74007.87
Other income 597.46 770.58 684.77 904.04
Total Revenue 71665.03 73323.14 73339.46 74911.91
Finance costs 63.29 38.30 86.40 71.99
Depreciation 386.83 420.28 544.40 574.38
Total expenses 67248.64 68523.73 68469.03 69772.31
PBDIT 3966.27 4340.83 4239.63 4493.23
Exceptional items - (457.17) - (457.17)
PBT 3966.27 4798.00 4239.63 4950.40
Tax expense 1034.08 1389.81 1104.74 1428.76
Profit for the year 2932.19 3408.19 3134.89 3521.64
Earnings per equity share 8.26 9.60 8.83 9.92

The financial statements for the year ended on 31st March 2021 has been prepared inaccordance with the Indian Accounting Standards (IND AS) notified under Section 133 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014. The estimates andjudgements relating to the Financial Statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs Profits and cash flows for the year ended 31stMarch 2021. The consolidated financial statements of your Company for the financial year2020-21 are prepared in compliance with applicable provisions of the Companies Act 2013Ind AS Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as prescribed by the Securities and Exchange Board of India (SEBI). Theaudited consolidated financial statement is provided in the Annual Report. The financialstatements of subsidiary TeamF1 Networks Private Limited (TeamF1) will be made availableupon request by any member of the Company interested in receiving this information. Thesame will also be available at the Registered office of the Company for inspection duringoffice hours.

2. State of Company's Affairs:

During the financial year 2020-21 your company posted standalone gross revenue of Rs71665.03/- as compared to Rs 73323.14 lakhs in the previous year. The standalone Profitbefore depreciation and tax stood at Rs 3966.27 lakhs as compared to Rs 4340.83 Lakhs(excluding exceptional items) in the previous year. The Profit After Tax for the year2020-21 was Rs 2932.19 Lakhs as against Rs 3408.19 Lakhs in the previous year. TheFinancial Year 2020-21 begin with the pandemic situation created by the spread of theCorona virus COVID-19 all over the world. The impact of COVID-19 was felt across theeconomy and businesses. However the networking product segment led the Company's stronggrowth with focused initiatives countering the challenges posed by COVID-19 pandemic. Thegood performance is possible due to strong rural markets gradual opening of Urban marketsand ease of supply chains among others.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. During the year under review there is no changein nature of business.

3. Dividend and Reserves:

The Board of Directors has decided not to transfer any amount to the General Reservesout of the Profits made during the current financial year.

Your directors have recommended for your consideration the payment of final dividendsof Rs 1.80/- per share for the year ended 31st March 2021 (i.e. @ 90% on the paid-upequity capital) to be paid if approved at the Thirteenth Annual General Meeting.

4. Share Capital:

During the year under review the total paid-up share capital of the Company stood atRs 71009700/- consisting of 35504850 equity shares of Rs 2/- each. The Company has notissued shares with differential voting rights employee stock options and sweat equityshares. The Company has paid Listing Fees for the financial year 2020-21 to each of theStock Exchanges where its equity shares are listed.

5. Details of Subsidiary Company:

TeamF1 Networks Private Limited (TeamF1) is a provider of networking and securitysoftware for embedded devices with immense experience. TeamF1 provides network securityWiFi management CPE turn-key and component software using platform TFOS™. TeamF1Networks specializes in developing high-performance networking and security softwareproducts which help in future-proofing the digital network connectivity and securityroadmap for embedded devices. TeamF1 earned revenue of Rs 1674.43 lakhs as compared to Rs1588.77 lakhs in the previous fiscal year. The Profit before tax stood at Rs 273.36 lakhsas compared to Rs 152.40 lakhs in the previous fiscal year. The Company does not have anymaterial unlisted Indian subsidiary. The Company has formulated a Policy on MaterialSubsidiary as required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the policy is posted on the website of the Company under the weblink http://www.dlink.co.in/pdf/Material%20Subsidiary%20Policy.pdf

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Company's Subsidiary (in Form AOC-1) is enclosed as Annexure - I tothis report.

6. Annual Return:

The Annual Return of the Company for the financial year ended 31st March 2021 isavailable in our website under the web link: http://www.dlink.co.in/corporate/investor/

7. Directors and Key Managerial Personnel:

a) Changes in Directors and Key Managerial Personnel (KMP):

During the year under review Mr. Tushar Sighat (DIN 06984518) was re-appointed asManaging Director & CEO for a period of three years up to 1st November 2023. TheBoard members have regularized the appointment of Mr. Vinay Joshi as Chief Financialofficer of the Company. b) Details of Directors reappointment at the ensuing AnnualGeneral Meeting (AGM): In pursuance of Section 152 of the Companies Act 2013 at-leasttwo-third of the Directors (excluding Independent Directors) shall be subject toretirement by rotation. One-third of such Directors must retire from office at each AGMand a retiring director is eligible for re-election.

Mr. Hung-Yi Kao (Howard Kao) (DIN 08190631) retires by rotation and being eligibleoffers himself for re-appointment. A resolution seeking shareholders' approval for hisre-appointment forms part of the AGM Notice. Ms. Madhu Vishal Gadodia [DIN 07583394] wasappointed as Independent Director up to 26th August 2021. The Board recommendsre-appointment of second term of 5 Consecutive years subject to passing a specialresolution by the members of the Company. c) Key Managerial Personnel The following arethe Key Managerial Personnel of the Company pursuant to the provisions of Section 203 ofthe Companies Act 2013 (the Act): 1. Mr. Tushar Sighat - Managing Director & CEO 2.Mr. Vinay Joshi - Chief Financial officer 3. Mr. Shrinivas Adikesar - Company Secretary d)Declaration by Independent Directors:

Pursuant to sub-section (7) of Section 149 of the Companies Act 2013 read with therules made thereunder all the Independent Directors of the Company have given thedeclaration that they meet the criteria of independence as laid down in sub-section (6) ofsection 149 of the Act and Regulation 16(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Board is of the opinion that allIndependent Directors of the Company possess requisite qualifications experienceexpertise and they hold highest standards of integrity. During the year under review thenon-executive directors of the Company had no pecuniary relationship or transactions withthe Company other than sitting fees and reimbursement of expenses incurred by them forthe purpose of attending meetings of the Board/Committee of the Company.

8. Number of meetings of Board of Directors:

During the year under review four meetings of the Board of Directors were held. Thedetails of the meetings of the Board are furnished in the Corporate Governance Reportwhich is attached to this Report. The Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Also pursuant to provisions of part VII of the Schedule IV of the Companies Act 2013and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Separate Meeting of Independent Directors was held on 20thMarch 2021 for transacting the business enumerated under the said provisions.

9. Annual Evaluation of Board:

In pursuance of section 134 (3) (p) of the Companies Act 2013 read with rules madethereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors carried out the performance evaluation of the Board as awhole and of its Committees and individual directors. A structured questionnaire wasprepared after taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance etc. The Board of Directors took note of theobservations on board evaluation carried out during the year.

10. Audit Committee:

In pursuance of Section 177 of the Companies Act 2013 read with the rules madethereunder and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has duly constituted the Audit Committee consisting of 4Non-Executive Directors with majority being Independent Directors including the Chairmanof the Committee. The terms of reference of Audit Committee are as mentioned in Section177 of the Companies Act 2013 and part C of Schedule II of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The detailed terms of referenceconstitution and other relevant details of Audit Committee have been given in CorporateGovernance Report forming part of this Report. Further in terms of section 177 (8) of theAct it is stated that there were no such instances where the Board of Directors have notaccepted the recommendations of the Audit Committee during the year 2020-21.

11. Nomination and Remuneration Committee:

In accordance with Section 178 and all other applicable provisions if any of theCompanies Act 2013 read with the rules issued thereunder and regulation 19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors have duly constituted Nomination and Remuneration Committee.

Further the Board of Directors on the recommendations of the Nomination andRemuneration Committee have put in place a Nomination and Remuneration Policy of theCompany. The Company's remuneration policy is driven by the success and performance of theindividual employees senior management executive directors of the Company and otherrelevant factors including the following criteria;

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors and employees.

b) Relationship of remuneration to performance is clear and meets appropriateperformance industry benchmarks; and

c) Remuneration to Directors Key Managerial Personnel and Senior Management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company. The informationrequired under Section 197 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Directors/ employees ofyour Company is set out in "Annexure - II" to this Report.

12. Stakeholders Relationship Committee:

Pursuant to Section 178 (5) of the Companies Act 2013 and regulation 20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has dulyconstituted "Stakeholders Relationship Committee". The detailed terms ofreference constitution and other relevant details of Stakeholders Relationship Committeehas been given in Report on Corporate Governance forming part of this Report.

13. Vigil Mechanism/ Whistle Blower Policy:

Pursuant to the provisions of Section 177 of the Companies Act 2013 read with therules made thereunder the Company has formulated and implemented Vigil Mechanism/ WhistleBlower Policy for disclosing of any unethical behavior actual or suspected fraud orviolation of company's code of conduct and other improper practices or wrongful conduct byemployees or directors of the Company. The salient features of the policy have beendetailed in the Report on Corporate Governance forming part of this Report. The VigilMechanism/ Whistle Blower Policy has been posted and is available on the website of theCompany at http://www.dlink.co.in/pdf/Whistle%20Blower%20Policy.pdf

During the year under review the Company through Audit Committee has not received anycomplaints relating to unethical behavior actual or suspected fraud or violation ofcompany's code of conduct from any employee or directors.

14. Risk Management Policy:

Pursuant to Section 134 (3) (n) of the Companies Act 2013 the Company has formulatedand implemented the Risk Management Policy. The Audit Committee has oversight in the areaof financial risks and controls. The objective of the Risk Management Policy is toidentify the risks impacting the business and formulate strategies / policies aimed atrisk mitigation as part of risk management.

Pursuant to Amendment to SEBI LODR Amendment Regulation 2021 the Company has formedRisk management Committee at the Board Meeting held on 29th May 2021.

15. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 the Company had appointed M/s B S R & Co. LLP CharteredAccountants (ICAI firm registration no. 101248W/W-100022) (‘BSR') as the StatutoryAuditors of the Company for a period of 5 years commencing from the conclusion of 10th AGMtill the conclusion of 15th AGM. The Report given by M/s B S R & Co. LLP CharteredAccountants on the financial statement of the Company for the year 2020-21 is partof the Annual Report. The Auditors' Report does not contain any qualification reservationor adverse remark. During the year under review the Auditors had not reported any matterunder Section 143 (12) of the Companies Act 2013. The Ministry of Corporate Affairs videits Notification dated 7th May 2018 has dispensed with the requirement of ratification ofAuditor's appointment by the shareholders every year. Hence the resolution relating toratification of Auditor's appointment is not included in the Notice of the ensuing AnnualGeneral Meeting.

16. Cost Audit:

During the relevant period for the purpose of Section 148 of the Companies Act 2013read with the rules made thereunder maintaining of the Cost Accounting records were notapplicable considering the turnover of manufacturing activity.

17. Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Companies Act 2013 read with rulesmade thereunder the Board of Directors had appointed Mr. Shivaram Bhat PracticingCompany Secretary as Secretarial Auditor of the Company for the financial year 2020-21 forconducting the Secretarial Audit as required under the provisions of Companies Act 2013.

The Secretarial Audit Report given by Mr. Shivaram Bhat in Form No. MR-3 is annexed asAnnexure – III to this report. There is no qualification reservation oradverse remark in secretarial audit report.

18. Deposits:

During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.

19. Particulars of loans guarantees or investments:

During the year the Company has not granted any loans to or provided any guarantees orsecurities under Section 186 of the Companies Act 2013.

20. Particulars of contracts or arrangements with related parties:

The Company is a subsidiary of D-Link Holding Mauritius Inc. and is a part of D-LinkCorporation. The Company is primarily engaged in marketing and distribution of D-Linkbranded Networking products in India and neighboring countries. The products are importedfrom D-Link Corporation and its Subsidiaries. All Related Party Transactions that wereentered during the financial year under review were on an arm's length basis and in theordinary course of business and is in compliance with the applicable provisions of the Actand the Listing Regulations. All Related Party Transactions are placed before the AuditCommittee for prior approval.

The disclosures as required under AS-18 have been made in Note 40 to the standalonefinancial statements. The particulars of contracts or arrangements entered by the Companywith related parties referred to in sub-section (1) of section 188 of the Companies Act2013 have been disclosed in Form No. AOC-2 which is annexed as Annexure – IV.

The Policy on related party transactions as approved by the Board may be accessed onthe Company's website at the link: http://www.dlink.co.in/pdf/RELATED%20PARTY%20POLICY.pdf

21. Details on Internal Financial Controls related to Financial Statements:

Your Company has put in place adequate internal financial controls with reference tothe financial statements for the fiscal 2020-21. In the opinion of the Board theexisting internal control framework is adequate and commensurate to the size and nature ofthe business of the Company.

22. Material Changes and Commitments if any affecting the Financial Position of theCompany:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of this Report.

23. Prevention and Redressal of Sexual Harassment at Workplace:

The Company has formulated and implemented a policy on prevention prohibition andredressal of sexual harassment of women at workplace in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013read with the rules made thereunder. The Company has also constituted Internal Committeeas per requirements of the above Act.

During the financial year 2020-21 the committee has neither received any complaintsnor were any cases pending as of 31st March 2021.

24. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy:

Your Company is primarily engaged in Marketing and Trading activities and has notconsumed energy of any significant level and no additional investment is required to bemade for reduction of energy consumption. Adequate measures have however been taken toconserve energy by way of optimizing usage of power.

B) Technology absorption:

Your Company continues to use the latest technologies for improving the quality of theproducts offered. Since your Company is involved in the Wholesale Distribution ofNetworking Products there is no expenditure incurred on research and development.

C) Foreign exchange earnings and outgo:

Total foreign exchange earnings and outgo is given below:

Particulars Amount in Lakhs
Expenditure in Foreign Currency
CIF & FOB value of imports 28437.61
Royalty 706.28
Reimbursement of Service charges 218.16
Dividend Paid 181.15
Others 36.43
Total 29579.63
Earning in foreign Currency
CIF & FOB value of Exports 1875.80
Reimbursement income 1.87
Total 1877.67

25. Corporate Social Responsibility (CSR):

Pursuant to Section 135 of the Companies Act 2013 read with rules made thereunderyour company has constituted a Corporate Social Responsibility Committee (CSR Committee)and has also formulated CSR Policy in accordance with the Act.

The Company was required to spend Rs 69.27 Lakhs for the Financial Year 2020-21 towardsCorporate Social Responsibility (CSR) activities. Further the company was required tospend Rs 82.68 Lakhs pertaining to previous financial years. The Company has spent Rs98.20 Lakhs during the year under review. An amount of Rs 53.75 lakhs was allocated forongoing projects of which an amount of Rs 6 lakhs was spent and the balance unspentamount was transferred to the separate bank account. The details of Corporate SocialResponsibility (CSR) are set out in Annexure - V.

The CSR Policy of the Company has been posted on the website of the Company at http://www.dlink.co.in/pdf/CSR-Policy.pdf

26. Details of Significant and Material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future:

There was no significant and material order passed by any regulator or court ortribunal impacting the going concern status of the Company and its future operations.

27. Management Discussion and Analysis Report:

The Management Discussion and Analysis including the result of operations of theCompany for the year as required under Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is appended to this Report.

28. Corporate Governance:

As required under Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the report on Corporate Governance as well as theAuditors' Certificate regarding compliance of conditions of Corporate Governance forms apart of this Report.

29. Business Responsibility Report

In compliance with Regulation 34(2)(f) of SEBI LODR Regulations your Company hasincluded Business Responsibility Report ("BRR") as part of the Annual Reportdescribing initiatives taken by the Company from an environmental social and governanceperspective.

30. Transfer of dividend and underlying shares to Investor Education and ProtectionFund:

a) Transfer of unclaimed dividend:

The Company is required to transfer the dividend which remains unpaid or unclaimed fora period of seven consecutive years or more to the credit of the Investor Education andProtection Fund (‘the IEPF'). Accordingly Dividend of Rs 1.13 Lakhs for FY 2012-13declared during the FY 2013-14 which remained unpaid or unclaimed was transferred to theIEPF Authority in FY 2020-21. b) Transfer of shares to IEPF

Pursuant to the provisions of Section 124 of the Act read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 asamended (‘IEPF Rules') all the shares on which dividends remain unpaid or unclaimedfor a period of seven consecutive years or more shall be transferred to the demat accountof the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly theCompany has transferred 4431 Equity Shares of face value of Rs 2/- each to the demataccount of the IEPF Authority during FY 2020-21. The Company had sent notice to last knownaddress to the Members whose shares were due to be transferred to the IEPF Authority andhad also published newspaper advertisement in this regard.

31. Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating to material departures.

b) 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 as at 31st March 2021 and of the Profitof the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.

d) the directors had prepared the annual accounts on a going concern basis.

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

32. Acknowledgements:

The Directors wish to convey their appreciation to Business Associates BusinessDistributors/ Partners and Bankers for their support and contribution during the year. TheDirectors thank the Company's employees for their hard work and customers vendorsinvestors for their continued support.

For and on behalf of the Board of Directors

Tushar Sighat Satish Godbole
Managing Director & CEO Director
DIN: 06984518 DIN: 02596364
Mumbai Dated: May 29 2021

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