The Directors submit annual report of Danlaw Technologies India Limited (DTIL) alongwith the audited financial statements for the financial year ended March 31 2018.Consolidated performance of the Company and its subsidiary has been referred to whereverrequired.
| || || |
Rs. in Lakhs
|Particulars || |
| ||DTIL ||wos ||Cons. ||DTIL ||WOS ||Cons. |
|Net sales/Income from operations ||1820.83 ||137.24 ||1958.07 ||1149.29 ||152.58 ||1301.87 |
|Other Income ||71.51 ||1.34 ||72.85 ||109.16 || |
|Total Income ||1892.34 ||138.57 ||2030.91 ||1258.45 ||152.57 ||1411.02 |
|Cost of materials ||693.54 || |
|693.54 ||180.21 || |
|Employee's Cost ||772.78 ||88.49 ||861.27 ||707.93 ||93.26 ||801.09 |
|Finance cost ||0.63 || |
|0.63 ||2.31 || |
|Depreciation ||18.75 || |
|18.75 ||19.25 || |
|Other Expenses ||245.64 ||10.52 ||256.16 ||188.91 ||12.07 ||200.98 |
|Total Expenses ||1731.34 ||99.01 ||1830.35 ||1098.61 ||105.23 ||1203.84 |
|Profit / (Loss) before tax ||161.00 ||39.56 ||200.56 ||159.84 ||47.34 ||207.18 |
|Current Tax ||35.95 ||7.70 ||43.65 ||35.66 ||9.10 ||44.76 |
|Deferred Taxes ||13.33 ||- ||13.33 ||319.69 ||- ||319.69 |
|Profit / (Loss) after tax ||111.72 ||31.86 ||143.58 ||(195.51) ||38.24 ||(157.27) |
|Paid up equity share capital ||370.75 ||295.66 ||370.75 ||372.03 ||295.66 ||372.03 |
|Reserves and Surplus (excl. revaluation reserve) ||2015.59 ||222.81 ||2238.40 ||1908.24 ||196.58 ||2104.82 |
|Earnings per share - Basic ||3.01 || ||3.87 ||(5.26) || ||(4.23) |
|Earnings per share - Diluted ||3.01 || ||3.86 ||(526) || ||(4.23) |
In view of requirement of funds for expansion / operations the Board of Directors ofyour Company does not recommend any dividend for the financial year 2017-18.
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 58% to Rs.1820.83 lacs. The net Profitbefore Extraordinary items and Tax for the fiscal year is Rs.161.00 lacs as compared to aProfit of Rs.159.84 lacs in the previous year. Due to lapse of brought forward loss fromearlier years the deferred tax asset has impacted with a reduction of Rs.319.69 lacs inthe year 2016-17. Your management continued to control the costs without compromising thefuture delivery capacity.
The other income of Rs.71.51 lacs includes about Rs.56.17 lacs of interest income. Themanagement continues to put efforts to collect all the receivables 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
The Company has acquired Titan TimeProducts Limited Goa having the electronicsassembly lines for a consideration of Rs.18.50 crores through share purchase agreement on18th June 2018. Thus Titan Timeproducts Ltd has become a 100% subsidiary and subsequentlyname changed to Danlaw Electronics Assembly Limited. The acquisition is to facilitate theneed of the company to manufacture its electronic products utilizing the assembly linesand expertise of Titan Time Products Limited.
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.
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.
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 five years from the conclusion of the 24 th Annual General Meeting upto the conclusionof 29th 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(1)(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 with Rule 8(3) the Companies(Accounts) Rules 2014. The Company has taken necessary measures wherever possible for theconservation of energy. However your Company uses information technology extensively inits operations and also continues its endeavor to improve energy conservation andutilization 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 ||2017-2018 ||2016-2017 |
|Earnings ||89112870 ||89906509 |
|Outgo ||71669998 ||5750750 |
Corporate social responsibility policy
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. 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) |
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 from28 th 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.
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"). Theperformance of the Board was evaluated by the Board after seeking inputs from all the
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.
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 2017-18 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.
a. The ratio of remuneration of Managing Director to the median remuneration of theemployees of the Company for the financial year: 4.90
b. No other directors are paid remuneration except sitting fees
c. There is no increase in the remuneration of MD in the financial year.
d. The number of permanent employees on the rolls of the Company: 104
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.
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 2017-18 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 2017-18.
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.
| ||By order of the Board |
| ||For Danlaw Technologies India Ltd. |
| ||Raju S Dandu |
|Place : Hyderabad ||Chairman & Managing Director |
|Date : May 30 2018 ||(DIN : 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. Sl. 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 Last date of relevant financial year in the case of Foreign subsidiaries. ||United States Dollar (USD) Rs.64.12 per USD |
|5. Share capital ||Rs.29566245 |
|6. Reserves & surplus ||Rs.10809670 |
|7. Total Assets ||Rs.71640250 |
|8. Total Liabilities ||Rs.19793780 |
|9. Investments ||Rs.Nil |
|10. Turnover ||Rs.34153608 |
|11. Profit before taxation ||Rs.3956617 |
|12. Provision for taxation ||Rs.770550 |
|13. Profit after taxation ||Rs.3186067 |
|14. Proposed dividend ||Nil |
|15. % of share holding ||100% |
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 orarrangement or transaction with its related parties which is not at arm's length duringfinancial year 2017-18.
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
Fuzhou Danlaw Xicheng Elctr. Tech Co. Ltd DSN Raju / D Lakshmi
b. Nature of contracts / arrangements / transactions:
Electronic hardware sales IT / ITES Services with DTI and DI
Contract manufacturing of electronic goods with Fuzhou Danlaw Xicheng Electr. Tech Co.Ltd
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.
DTIL shall provide the technical drawings design specifications etc to Fuzhou DanlawXicheng Electr. Tech Co. Ltd for contract manufacture of automotive electronics.
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 |
| ||Raju S Dandu |
|May 30 2018 ||Chairman & Managing Director |