Danlaw Technologies India Ltd.
|BSE: 532329||Sector: IT|
|NSE: N.A.||ISIN Code: INE310B01013|
|BSE 00:00 | 03 Dec||220.30||
|NSE 05:30 | 01 Jan||Danlaw Technologies India Ltd|
Danlaw Technologies India Ltd. (DANLAWTECH) - Director Report
Company director report
The Directors submit annual report of Danlaw Technologies India Limited(DTIL) along with the audited financial statements for the financial year ended March 312021 Consolidated performance of the Company and its subsidiary has been referred towherever required.
(Rs. In Lakhs)
DTIL: Danlaw Technologies India Limited
DTI : Danlaw Technologies Inc - 100% wholly owned subsidiary
DEAL: Danlaw Electronics Assembly Limited - subsidiary
In view of the accumulated losses your directors do not recommend anydividend for the Financial Year 2020-2021
Transfer to Reserve
Since there is no surplus in Profit and Loss account there is notransfer to general reserve.
During the year under review there were no changes in the sharecapital of the Company. Share Capital of the Company as on March 31 2021 was as follows:
Authorized Capital - Rs. 50000000/- (Rupees Five Crores only)divided into 5000000 (Fifty Lakhs Only) Equity Shares of Rs. 10 each. Issued Subscribedand Paid Up Capital Rs. 37074900/- (Rupees Three Crores Seventy Lakhs SeventyFour Thousand Nine Hundred Only) divided into 3704790 (Thirty-Seven lakhs four thousandSeven Hundred and Ninety only) Equity Shares of Rs. 10 each.
Company's Performance (Stand Alone)
Revenue from operations has increased by 81% to Rs.2780.82 lacs. Thenet Loss for the fiscal year is 268.60 lacs as compared to a Loss of Rs.327.11 lacs in theprevious year.
The other income of Rs.109.03 lacs include Rs.88.09 lacs of LeaseRental income Rs.10.02 lacs interest income.
Company's Performance (Consolidated)
Revenue from operations has increased by 80% to Rs.9888.01 lacs. Thenet Profit for the fiscal year is 31 lacs as compared to a Loss of Rs.453.49 lacs in theprevious year.
The other income of Rs.154.01 lacs include Rs.88.09 lacs of LeaseRental income Rs.13.27 lacs interest income and Rs.40.88 lacs exchange gain.
Change in the nature of business if any
During the year under review there has been no change in the nature ofbusiness of the Company.
Material Changes and Commitments Affecting the Financial Position ofthe Company
There have been no material changes and commitments affecting thefinancial position of the company which occurred during and between the end of thefinancial year to which the financial statements relate and the date of this report.
Scheme of Amalgamation
During the FY 2020-21 the Scheme of Amalgamation between DanlawTechnologies India Limited (Transferee Company) and Danlaw Electronics Assembly Limited(Transferor Company) and their respective Shareholders and Creditors as per Sections
230 to 232 of the Companies Act 2013 and other applicable provisionsif any of the Companies Act 2013 filed with the BSE on 01.09.2020 and the no observationletter from BSE received on 20.04.2021. The said scheme was filed with the NationalCompany Law Tribunal(NCLT) Hyderabad Bench on 24.05.2021.The Hon'ble NationalCompany Law Tribunal Hyderabad Bench (Hon'ble Tribunal orNCLT) by an order dated Thursday 29th July 2021 read with corrigendum Orderdated 05th August 2021 in the Company Scheme Application No. C.A. (CAA) NO.34/230/HDB/2021 (Order) has directed that a meeting of the equity shareholdersof the Company scheduled on Saturday September 18 2021 at 12:30 P.M (IST). throughVideo Conferencing ("VC")/ Other Audio Visual Means (OAVM) toconsider and if thought fit to approve the said Scheme.
Events subsequent to the date of financial statement
There are not major events subsequent to the date of financialstatement
Details of significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations infuture
There are no significant and material orders were passed by regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
Internal financial control systems and their adequacy
The Company's internal financial control systems are commensuratewith its size and the nature of its operations. These have been designed to providereasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable statutes executing transactions withproper authorization and ensuring compliance of corporate governance.
Danlaw Technologies Inc - wholly owned subsidiary in USA DanlawElectronics Assembly Limited Subsidiary Company India
Performance and financial position have been given above in thefinancial results. A Statement containing salient features of the financial statement ofour subsidiaries in the prescribed format AOC-1 as appended as Annexure-I.
Deposits from public
The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe data of the balance sheet.
In terms of the provisions of Section 139(1) of the Companies Act 2013and Companies (Audit and Auditors) Rules 2014 the Company appointed the StatutoryAuditors for a period of five years from the conclusion of the 24th Annual General Meetingupto the conclusion of 29th Annual General Meeting. Your Company has received confirmationfrom the said Auditor that their appointment is within the limits prescribed under Section139(1) of the Companies Act 2013 and Rule 4(1)(a) of Companies (Audit and Auditors)Rules 2014.
The requirement for the annual ratification of auditors'appointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017notified on May 7 2018.
There are no qualifications reservations or adverse remarks made byM/s. CSVR & Associates Chartered Accountants and Statutory Auditors in their reportfor the Financial Year ended 31st March 2021. The Statutory Auditors have not reportedany incident of fraud to the Audit Committee of the Company under sub-section (12) ofsection 143 of the Companies Act 2013 during the year under review.
Secretarial Auditors :
Pursuant to the provisions of Section 204 of the Companies Act 2013and Rules made thereunder the Company has appointed Syed Meera Mohiddin CompanySecretary in Practice (CP No 7813) to conduct the Secretarial Audit of the Company andrelated records for the year ended 31st March 2021. The Secretarial Audit Report of theCompany is annexed herewith as Annexure and forms an integral part of this report.
Secretarial Auditors' Report
The Board on the recommendations of the Audit Committee has appointedM/s. Ramana Reddy & Associates Chartered Accountants as internal auditors of theCompany. The Internal Auditors are submitting the reports regularly.
Maintenance of cost records
The company is not required to maintain cost records as specified bythe central government under sub section (1) of section 148 of the Companies Act 2013.
Extract of the Annual Return
The extract of the annual return in Form No. MGT 9 is annexed and shallform part of the Board's Report.
Conservation of energy and technology absorption
a) Conservation of energy
Your Company is engaged in the business of software and informationtechnology and has no specific activities relating to conservation of energy andtechnology absorption as required to be disclosed under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) the Companies (Accounts) Rules 2014. The Company has takennecessary measures wherever possible for the conservation of energy. However your Companyuses information technology extensively in its operations and also continues its endeavorto improve energy conservation 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 Rs.141.09 lacs spent on R&D.
(ii) Technology Absorption: Your Company continues to use state of theart technology for improving the productivity and quality of its products and services.
To create adequate infrastructure your Company continues to invest inthe latest hardware and software.
Foreign exchange earnings and outgo:
The particulars of foreign exchange earnings and outgo are given below.
Corporate social responsibility policy
The Company was not required to constitute Corporate SocialResponsibility (CSR) Committee as the company has not met any of the thresholds mentionedin section 135 of the Companies Act 2013 during the financial year under review. Hencereporting about the policy on Corporate Social Responsibility and initiative taken are notapplicable to the company.
Directors and Key Managerial Personnel
1. Mr Raju S Dandu Whole-time Director and Executive Chairman
2. Mr Sirish Batchu Managing Director
3. Mr Naga Satyanarayana Sappata Independent Director
4. Mr K N Praveen Kumar - Independent Director
5. Mr T Ravikumar Independent Director
6. Mrs M Sridevi Non Executive Non Independent Director*
7. Mr A V RK Varma CFO
8. Mr Gaurav Padmawar - Company Secretary
All the Independent Directors of your Company have given declarationsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and the Rulesmade there under and also as per applicable regulations of the SEBI (LODR) Regulations2015. None of the Directors are disqualified from being appointed or holding office asDirectors as stipulated under Section 164 of the Companies Act 2013. * The Board ofDirectors of the Company through Circular Resolution approved the appointment of Mrs.Sridevi Madati [DIN: 02446610] as an Additional Director(non-executive andnon-independent) of the company under the category of Woman director of the Company witheffect from 24th December 2020 who shall hold office up to the date of ensuingAnnual General Meeting or last date on which the Annual General Meeting should have beenheld whichever is earlier. There are no changes in the office of Key Managerial personnelof the company during the year.
Meeting of the Board of Directors
Four meetings of the board were held during the year. The Meetings wereheld on 30th June 2020 22nd August 2020 13th November 2020 13th February 2021. Themaximum interval between any two meetings did not exceed 120 days. The meeting ofIndependent Directors held on 13th February 2021.
As on 31st March 2021 the Audit Committee consists of four directorsas its members out of whom three are independent non-executive directors and one isWhole-time Director. There were 4 (four) meetings held on 30th June 2020 22nd August2020 13th November 2020 13th February 2021 during the Financial Year 2020-21 Names ofthe members and the Chairman of the Committee as on 31st March 2021:
Necessary quorum was present in all meetings .Mr.T Ravikumar Chairmanof the Audit Committee attended the last Annual General Meeting (AGM) of the Company. Theterms of reference to the Audit Committee cover the matter specified for Audit Committeeunder Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the Companies Act2013 and SEBI Listing Regulations.
Nominations and Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directorsmeets the criteria laid down under section 178 of the Companies Act 2013 read with theRegulation 19 of the SEBI Listing Regulations. One meeting of the Nomination andRemuneration Committee was held during the year. The dates on which the said meetings washeld on 13.02.2021 Names of the members and the Chairman of the Committee as on 31stMarch 2020 are given below
Stakeholder Relationship Committee
The Stakeholder Relationship Committee (SRC) of the Board of Directorsmeets the Criteria laid down under Section 178 of the Companies Act 2013 read with theRegulation 20 of the SEBI Listing Regulations.
One meeting of the Stakeholders Relationship committee was held duringthe year. The dates on which the said meetings was held on 13.02.2021 M/s. KFinTechnologies Private Limited the Registrars and Share Transfer Agents maintains theshare accounting package and upgrades the data on weekly basis as per the informationreceived from NSDL / CDSL. No investor complaints were received during the entirefinancial year.
Names of the members and the Chairman of the Committee as on 31stMarch 2020 are given below
Particulars of loans guarantees or investments under section 186
In the Financial Year 2020-21 the Company has not given any loanguarantees or made any investments exceeding sixty per cent of its paid-up share capitalfree reserves and securities premium account or one hundred per cent of its free reservesand securities premium account whichever is higher as prescribed in Section 186 of theCompanies Act 2013.
Particulars of contracts or arrangement with related parties:
None of the transactions with related parties falls under the scope ofSection 188(1) of the Act. Information on transactions with related parties pursuant toSection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in Annexure II in Form AOC-2 and the same forms part of this report.
a. The ratio of remuneration of Managing Director to the medianremuneration of the employees of the Company for the financial year: 23.8
b. The ratio of remuneration of Whole Time Director to the medianremuneration of the employees of the Company for the financial year: 5.01
c. No other directors are paid remuneration except sitting fees
d. The number of permanent employees on the rolls of the Company: 124
Particulars of Employees
None of the employees of your Company is in receipt of remunerationrequiring disclosure pursuant to the provisions of Section 134(3) (q) of the CompaniesAct 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Hence no such particulars in this regard are annexed.
Vigil Mechanism/ Whistle Blower Policy
The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act and in terms of regulation 22 of the SEBI Listing Regulation (URL:www.danlawtechnologies.com).
Obligation of Company under the Sexual Harassment of Women Workplace(PreventionProhibition and Redressal) Act 2013
During the financial year 2020-2021 the Company has not received anycomplaint of sexual harassment against women employees of the Company.
Industry based disclosures as mandated by the respective laws governingthe company
The Secretarial audit report for the financial year 2020-21 has briefedon compliance of industry-based disclosures and concerned laws governing the company.
Managements Discussion and Analysis:
In terms of the provisions of Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Management's discussion and analysis is set out in this Annual Report &marked as Annexure.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:
i. in the preparation of the annual accounts the applicable accountingstandards have been followed and there are no material departures;
ii. the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
iii. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the directors had prepared the annual accounts on a going concernbasis; 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 provisions of allapplicable laws and that such systems were adequate and operating effectively. Based onthe framework of internal financial controls and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during thefinancial year 2020-21.
Corporate Governance Report
As per the provisions of 15(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR Regulations) the complianceswith corporate governance provisions as specified in Regulations 17 to 27 are applicableto the Company only if it's paid up Capital exceeds Rs. 10 Crores and if Net worth isabove Rs. 25 Crores. The following are the Paid up Capital and Networth details as on 31stMarch 2020 and 31st March 2021 of the Company
Hence the compliance of provisions of Regulations 17 to 27 of SEBI(LODR) Regulations are not applicable to the Company. In light of the above CorporateGovernance Report is not applicable to the Company during the period under review.
Your Directors place on record their gratitude and appreciation for thecontinued cooperation and excellent support received from all the quarters. Your Directorsalso wish to place on record their appreciation for the sincere contributions receivedfrom the employees of the Company in enabling it to achieve the performance during theyear under review and the valuable co-operation and continuous support extended by theBankers Consultants Stakeholders Strategic Investor various Government and Statutoryauthorities and other business associates.