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Ducon Infratechnologies Ltd.

BSE: 534674 Sector: IT
NSE: DUCON ISIN Code: INE741L01018
BSE 00:00 | 25 Jun 20.20 -1.60
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19.50

NSE 00:00 | 25 Jun 20.00 -1.95
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OPEN 22.10
PREVIOUS CLOSE 21.80
VOLUME 50851
52-Week high 58.00
52-Week low 19.50
P/E 67.33
Mkt Cap.(Rs cr) 158
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.10
CLOSE 21.80
VOLUME 50851
52-Week high 58.00
52-Week low 19.50
P/E 67.33
Mkt Cap.(Rs cr) 158
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ducon Infratechnologies Ltd. (DUCON) - Director Report

Company director report

Your Directors are pleased to present the Eighth Annual Report of your Company for theperiod ended March 31 2017.

1. Financial Highlights

Particulars Year ended 31/03/2017 Year ended 31/03/2016
Gross Income 4082.49 3262.82
Profit Before Interest and Depreciation 298.94 211.95
Finance Charges 99.16 81.63
Gross Profit 199.79 130.31
Provision for Depreciation 88.85 85.08
Net Profit Before Tax 110.94 45.24
Provision for Current Tax 53.60 5.85
Deferred Tax (11.99) 0.79
Net Profit After Tax 69.32 38.60
Balance of Profit brought forward 65.15 26.55
Balance available for appropriation 134.47 65.15
Proposed Dividend on Equity Shares Nil Nil

2. Management Analysis and Discussions

Management Analysis and Discussions

Discussion on financial performance with respect to operational performance

During the year your Company earned total revenues of Rs. 4082.49. lacs compared withRs. 3262.82 lacs during the previous year reflecting a growth of 25.12% over the previousyear. The profit before tax stood at Rs.110.94 lacs as compared to Rs. 45.24 lacs in theprevious year. The Company has made a provision of tax totaling to Rs. 53.60 lacs and theprofit after tax stood at Rs. 69.32 lacs for the current year. The Operating Profit(earnings before depreciation and interest and tax) grew from Rs. 211.95 lacs to Rs.298.94 lacs a growth of 41.04% over the previous year.

The Company has built a comprehensive brand portfolio across various verticalsincluding software server and security and this has helped the company to increase itsearnings. The company has a mix of products services and technology integration in orderto build opportunities for incremental revenue growth along with Non IT infrastructure forits clients.

Review of Operations including IT Infra and Non IT Infra Industry Structure andDevelopments

IT Infra Structure and Developments

The year under review was one of the most challenging ones in recent years. The yearwitnessed moderate growth in Global demand of IT products reflecting broad pricingpressures government spending constraints from continued fiscal challenges data centerconsolidation enabled by virtualization accelerating cloud adoption and a shift towardlower-cost hardware products. In India although the sentiment continues to be positivedemand on the ground has not picked across product categories. From an IT productsstandpoint the market remains sluggish. Projects essentially driven out of investment ininfrastructure by government and corporates have slowed down and only old projects arebeing executed. Your Company has demonstrated its high adversity quotient and its capacityfor implementing differentiated strategic solutions.

Information Technology lies at the core of your Company's business. The sector promptedand shaped industrial growth and transformed the lifestyle of the citizens. Now a newtrend is emerging where the enterprise focus is gradually shifting from capitalexpenditure to operating expenditure and billing style is changing from transaction toannuity pay-per-use and pay- per-click. The trend is not disruptive today and is at anascent stage. But it is expected to evolve in the next decade. The strong fundamentals ofbusiness and the current model will continue to be in vogue but at a lower pace of growthas compared to the new tech trend. Looking ahead there are a few significant trendsshaping the distribution business in general and IT distribution in particular. YourCompany is engaged in monitoring and suitably adapting its strategy to participate and berelevant in the changed scenario.

Adoption of Cloud based infrastructure and solutions is gaining traction in India andthere is a gradual acceptance on the part of organizations in the SMB sector to embracethis practice in order to shift their IT Infrastructure from a Capex to an Opex model.Cloud technology allows users access to applications over the Internet displacing theage-old practice of running programs by downloading software onto a physical server orcomputer. We aspire to position ourselves as a single company that acts as a bridgebetween the Cloud Technology providers and the End Customers by offering a completebouquet of Cloud solutions and services. Your Company is looking to sell Cloud Solution asa product. As the demand pattern in India matures your Company will evaluate appropriateCloud business strategies and invest in this space accordingly.

Given that India is one of the fastest growing markets in the world all major brandsin the enterprise and retail verticals even those with an existing presence in thecountry are keenly looking at ways to increase their market share. Our diversity in termsof a large bouquet of products lines and vendors and geographical reach has enabled yourCompany to take maximum advantage of the available growth opportunities. Your Company hasembarked on the set up of a robust services platform that benefits both the brand and theend customer. This will involve offering complete parts planning parts warehousingforward and reverse logistics imts and re-exports and assets recovery and e-wastemanagement to provide a single-window fret-free parts management service to brands.

With growing dependence on IT thanks to the Internet and mobility uptime of devicesbe it PCs Tablets or Smart phones and enterprise assets like networking devices serversand storage which support them has become critical for running business applications andmaintaining operational efficiencies. User organizations have therefore time and againnecessarily refurbished their IT hardware from a plethora of vendors ending up withproducts from multiple brands. To complicate matters further rapid strides in technologyhave successfully shortened product life cycles and put tremendous strain on partsavailability for maintenance of assets beyond service life. Managing the uptime ofheterogeneous IT hardware is therefore a huge challenge for user companies. Your companyis looking to tap this into a big opportunity and offer single window SLA bound AMCservice for heterogeneous hardware which spans PCs peripherals and enterprise assets.Your Company's investment and engagement over the years has enabled it to develop a strongfoothold catering to Enterprise & Infrastructure projects.

While strengthening and consolidating its core business it is evaluating ways andmeans of transforming through better efficiencies and increased process driven automation.Your company is evolving into a Solution oriented partner for its vendors and customers.Pre-Sales and Technical Sales talents are deployed to help partners provide theircustomers with customized solutions to achieve their desired business outcomes even on theNON IT infra requirements of the clients.

Non IT Infra Industry Structure and Developments-FGD

Industry

Flue gas desulfurization (FGD) is a process that removes sulfur dioxide from the fluegas before its emission. This process is carried out during combustion in fossil fuelpower plants such as coal and oil fired combustion units. When coal or oil is burned toproduce energy about 95% of the sulfur is converted into sulfur dioxide under standardtemperature conditions. FGD can be characterized into wet & spray dry scrubbing wetsulfuric acid process SNOX flue gas desulfurization and dry sorbent injection systembased on methods of desulfurization. Flue gas desulfurization technology has gainedimportance as a result of increasing air pollution due to sulfur dioxide released into theatmosphere during combustion processes. Flue gas desulfurization market has witnessed asignificant growth in recent years due to stringent government policies relating toemissions of harmful gases in the environment.

Additionally increasing demand for electricity coupled with dependence on coal forpower production will further boost the demand for FGD systems. Rapid industrializationand increasing the need for electricity in emerging economies is expected to boost thedemand for flue gas desulfurization systems in future. Technological advancements in thedevelopment of highly efficient systems may provide market participants with newopportunities. Additionally decreasing the capital cost of FGD systems might provideopportunities for new participants in the market. However operation and maintenance costsincrease as a result of many reagents that are required to treat sulfur content in gases.Disposal of waste as a result of FGD processes considerably increases the operation andmaintenance cost of flue gas desulfurization systems. Moreover availability ofalternative methods such as hydrodesulfurization fluidized bed combustion and THIOPAQmay hinder the market growth in future.

Technology

There are two types of technologies used for flue gas desulfurization - wet and dry FGDsystems. In dry FGD systems reagents such as lime and limestone are injected directlyinto flue gas to remove sulfur dioxide whereas in wet FGD systems the reagent is addedto water to remove sulfur dioxide. Wet FGD systems are widely used in comparison to dryFGD and are expected to maintain dominance over the forecast period owing to highefficiency and low maintenance.

Applications

Application segments of flue gas desulfurization market include new FGD systems andreagents & replacements. Increasing electricity demand in emerging economies such asChina and India owing to rapid industrialization and urbanization is expected to increasethe number of coal-fired power plants. This in turn is expected to boost the demand fornew FGD systems in the market. The demand for reagents & replacements was primarilyfor repair of parts such as pump impellers nozzles valves and filter belts among othersin established FGD systems. The increasing use of reagents such as limestone dibasicacid and sodium hydroxide is further expected to boost the growth of reagents &replacements application segment in the market.

Geography

Asia Pacific emerged as the largest region for flue gas desulfurization marketaccounting for more than half of the market share in 2013 owing to stringent governmentregulations and presence of a large number of coal-fired power plants in India and China.Additionally rising concerns over industrial air pollution is also a major driver of FGDmarket in this region. North America and Europe accounted for over 40% of the market sharein 2013. The market in this region is primarily driven by demand for new FGD systems toretrofit existing power plants. In addition replacement of obsolete parts in existingflue gas desulfurization systems is expected to boost the demand for flue gasdesulfurization systems in the region.

Key Players in the Market

Some of the major companies in global flue gas desulfurization market include AlstomS.A. Babcock & Wilcox Siemens Energy Thermax Ducon Technologies Inc. HamonResearch-Cottrell Mitsubishi Heavy Industries and Marsulex Environmental Technologies.Other companies include China Boqi Chiyoda Corporation Hitachi Power Systems AmericaLtd. Marsulex Environmental Technologies and Lonjing Environment Technology Co. Ltd.

Ducon and FGD

Ducon has supplied wet FGD systems on over 20000 MW of combined power plant capacity.Ducon FGD systems can achieve over 99% sulfur dioxide removal efficiency. Ducon Flue GasDesulfurization systems can also recover up to 90% of oxidized mercury in the flue gas.

Depending upon the reagent utilized Ducon can select a packed tower a spray tower ora Ventri-Rod Absorber (VRA™) (a proprietary Environeering unit) for the wet FGDapplication. For Dry Flue Gas Desulfurization systems Ducon uses its proprietarytwo-fluid nozzle DRX-25 to atomize feed slurry in the spray reactor. Ducon can alsoprovide a Circulating Reactor Dry FGD System suitable for applications of upto 3% sulfurcoal and by utilizing dry lime it can provide upto 97% SO2 removal efficiency. Duconprovides either bag house filter or Electrostatic Precipitator for duct collectiondownstream. Ducon works with reputable vendors to provide Gas-to-Gas heat exchangersfans controls and reagent handling & feeding systems.

Ducon has the capability to provide a complete global turnkey installations includingeffluent treatment systems.

Strengths

The Company provides the entire spectrum of Information Technology Infra and Non ITInfra. The strength of your Company is the brand and products diversification along withwide product range dedicated group of talented professional who drive its business andrelationships with its business partners and manage its support functions. The strategy toengage with clients on their large transformative programs both in traditional IT areasas well as for their new digital business initiatives and non IT Infra. The companyexpands existing client relationships by providing them with a broad set of end-to-endservice offerings and increase the size nature and number of projects they do with them.

The inherent strength of your Company derives from its absolute belief in soundsustainable business practices and an ability to continuously address the diverse needs ofits customers. The strengths have enabled your Company to successfully articulate itsvarious differentiated value propositions in the markets in which it operates. Thestrategic objective of the company is to build a sustainable organization that remainsrelevant to the agenda of the clients while generating profitable growth for theinvestors. In order to do this the company will apply the priorities of 'renew' and 'new'to our own business and cascade it to everything we do.

We believe our strong brand robust quality process and our access to skilled talentbase at lower costs of providing services places to us in a unique position to takeadvantage of the opportunities available. The Company is not dependent on any singletechnology or platform. The company has developed competencies in various technologiesplatforms and operating environment and offers a wide range of technology options for itsclients to choose from based on their needs.

Quality

Customer Satisfaction and excellence in quality are key elements for succeeding in thiscompetitive market. In order to be able to respond quickly to the customers your Companycontinues with various internal initiatives to implement result oriented qualitymanagement models compete effectively improve organizational flexibility and efficiencystreamline internal processes across all its entities globally and institutionalize aculture of continuous improvement.

Your Company continues to strive towards operational and delivery excellences with arenewed focus on the path of business excellence. Customer satisfaction and excellence inquality are key elements for succeeding in the competitive global market. A strongemphasis is based on quality in every aspect of the company's activities. In line withthis philosophy we have designed our quality management program and have defined severalkey parameters for measurement of quality levels to ensure improvement in the quality ofthe deliverables. Several initiatives have been taken to implement result oriented qualitymanagement models.

In order to be able to respond quickly to the customers your Company continues withvarious internal initiatives to compete effectively improve organizational flexibilityand efficiency streamline internal processes and institutionalize a culture of continuousimprovement. The system comprises well defined organization structure pre-identifiedauthority levels and documented policy guidelines and manuals for delegation of authority.

Review of key business processes like business planning reporting and communicationhas been done to make them more effective in meeting business objectives. Moving forwardyour company shall continue to further strengthen its processes by adopting best-in-classstandards.

Opportunities and threats

Opportunities

We believe there is a growing demand for additional services and solutions fromcompanies that already have an established global presence and existing infrastructurewhich is why we are strategically focused on increasing our capabilities in these areas.Our diversification strategy continues to provide us with new growth opportunities.Looking towards the future your Company will remain focused on agility innovation andoperational excellence. Focusing on strategic verticals and geographies will also lead toan increase in the list of potential customer base.

Threats:

Competition is the main threat to most tech outfits considering the relentless productcycles the typically rapid move toward commoditization in the sector and also changes intechnology and markets changes in government policy or regulations / legislation etc alsobrings challenges and treats to the smooth functioning of the Company. The focus of theTraditional IT service providers is slowly moving towards industry focused businesssolutions and digital-business enablement. As companies recognize the critical role oftechnology as an enabler to their business the number of in-house technology centres oflarge enterprises as well as the number of new entrants in the market increases.

Since the IT Infra sector and Non IT Infra is exposed to high attrition rate due tomore opportunities available in market for the employee retaining existing talent pooland attracting new talented manpower is a major risk to the Company. The Company hasinitiated various measures to enhance the retention of employees during the year whichincludes employee engagement surveys transparent Performance Management System tomaintain employee-friendly culture in the organization.

Risks and Concerns

The productive life of IT Infra and Non IT Infra resources and competencies isshrinking thereby increasing the level of investment needed to meet the marketrequirements. The convergence of IT and Telecommunication industries while provide hugegrowth opportunities to your Company also exposes it to increased competition. In the ITindustry the ability to execute projects build and maintain client partnerships and toachieve forecasted operating and financial results are significantly influenced by theorganization's success in hiring training and retaining highly skilled IT professionals.The market continues to be highly competitive for attracting and retaining ITprofessionals & this is compounded by the ever changing constraints around talentmobility primarily on account of regulatory requirements and also the evolving valuepropositions for a range of clients across geographies.

Both the number of incidents and the severity of cyber security threats are increasingglobally and are becoming more widespread. This can put the company and the client data ofrisk in the event that data confidentiality integrity and availability is compromisedpresenting a risk to the success and sustenance of the company.

The Company's objectives and expectations may be forward looking within the meaning ofapplicable laws and regulations. The competition from large international and Indian ITcompanies is increasing in the domestic market space. Actual results may differ materiallyfrom those expressed. Important factors that could influence the Company's operationsinclude change in government regulations tax laws increased competition economic andpolitical developments.

Internal control systems and their adequacy

The Company's well-defined organizational structure documented policy guidelinesdefined authority matrix and internal controls ensure efficiency of operations compliancewith internal policies and applicable laws and regulations as well as protection ofresources. The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The Company has a well-defined delegation of power withauthority limits for approving revenue as well as expenditure and processing payments. TheCompany has the robust Management Information System which is an integral part of thecontrol mechanism Your Company has an effective internal control and risk mitigationsystem which are constantly assessed and strengthened with new/revised standardsoperating procedures. The Company has made the employees responsible for establishingexpectations and seeking feedback at every role that is assigned. The employees have beenenabled to influence their network of peers to co-own goals. This has helped enable crossfunctional collaboration and interlock. Employees can give and receive help on their goalsby making them public and also express their likelihood of reaching their goals. Thecompany has put in place adequate systems of internal control commensurate with its sizeand the nature of its business. These systems provide a reasonable assurance in respect offinancial and operational information compliance with both applicable statutes &corporate policies and safeguarding of the assets of the company.

Ducon Infratechonologies Limited has an audit committee the details of which have beenprovided in the corporate governance report.The Audit Committee of the Board of Directorsactively reviews the adequacy and effectiveness of the internal control systems andsuggest improvements to strengthen the same.

3. Dividend

With a view to plough back the profits of the Company and keeping in mind the expansionof business activities the Board of Directors consider it prudent and recommend notdeclaring any dividend for the year ended March 31 2017.

4. Transfer of Unclaimed Dividend to Investor Education And Protection Fund:

The Provisions of Sec.125 (2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.

5. Transfer to reserves

The Company has transferred Rs. 69.32 Lakhs amount to reserves.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

• There were no material changes and commitments affecting the financial positionof the Company which has occurred between the end of the financial year of the Company andthe date of the Directors' report.

• There are no significant and material orders passed by the Regulators or courtsor tribunals impacting the going concern status and company's operations in future.

• During the year the company announced the scheme of arrangement for the demergerunder sections 391 to 394 of the companies act 1956 between Ducon Technologies (India)Private Limited(Demerged Company) & Ducon Infratechnologies Limited (Formerly Known AsDynacons Technologies Limited) (Resulting Company) & their respective shareholders andcreditors.

• The Company has received in-principal approval from BSE Ltd. and National StockExchange of India Ltd. dated January 01 2017 and January 03 2017 respectively. The NCLTpassed orders for convening meeting for the shareholders of the Company on August 31 2017and the shareholders at the court convened meeting passed the resolution for the scheme ofarrangement with majority of 99.60%.The Voting Results were uploaded on both the StockExchanges i.e. National stock Exchange Limited and BSE Limited and are available on theCompany's Website.

Details of the same are available on the website of the Company

• During the year under review there were no cases filed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

7. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

The Company does not have any Holding/Subsidiary/Joint Ventures/Associate Companies.

8. Explanation or comments on Qualifications reservations or adverse remarks made byAuditors and the Practicing Company Secretary in their Reports:

The Auditors' Report to the members on the Accounts of the Company for the financialyear ended 31st March 2017 does not contain any qualifications reservationsor adverse remarks and Secretarial Audit Report provided by

9. Directors and Key Managerial Personnel

Ms. Ratna Jhaveri (holding Din 07732263) was appointed as a Non-Executive IndependentDirector w.e.f. February 14 2017. The Director has given the declaration to the Boardthat she met the criteria of independence as provided under Section 149(6) of the said Actand also confirmed that she will abide by the provisions as mentioned in Schedule IV ofthe Companies Act 2013.

Pursuant to Section 149 of the Companies Act 2013 the Board recommended theappointment of Ms. Ratna Jhaveri for a period of 5 Years as an Independent Director of theCompany not liable to retire by rotation from the date of its 8th AnnualGeneral Meeting subject to approval of the Members of the Company.

Mr. Abhinav Anand (holding Din 07732241) was appointed as an Additional Directordesignated as an Independent Director w.e.f. February 14 2017. The Director has given thedeclaration to the Board that he met the criteria of independence as provided underSection 149(6) of the said Act and also confirmed that he will abide by the provisions asmentioned in Schedule IV of the Companies Act 2013.

The Board recommends the resolutions for your approval for the above appointments.

During the year Mrs. Pinakee Parikh resigned from the post of Non-ExecutiveIndependent Director of the Company w.e.f February 14 2017.

During the year Key Managerial Personnel Structure was revised and new Key ManagerialPersonnel will be Mr. Arun Govil Mr. Harish Shetty and Mr. Chandrasekhar Ganesan w.e.f.August 13 2016.

10. Auditors

M/s. P. Parikh & Associates Chartered Accountant resigned as a Statutory Auditorof the Company w.e.f. 2017. The board recommended M/s. Hitesh Shah & AssociatesChartered Accountants firm having firm registration no. as Statutory Auditor of theCompany w.e.f. 2017 subject to approval of members in the ensuing AGM.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Hitesh Shah & Associates Chartered Accountants firm was proposed to be appointedas Statutory Auditors of the Company from the conclusion of the ensuing 8thAnnual General Meeting (AGM) of the Company till the conclusion of the 12th AGMto be held in the year 2022 subject to ratification of their appointment at every AGM inplace of M/s. P. Parikh & Associates Chartered Accountants. The Company has receivedthe eligibility certificate from the Statutory Auditor.

Auditors Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are selfexplanatory and do not call for any further comments.

11. Scheme of Arrangement

During the year the company announced the scheme of arrangement for the demerger undersections 391 to 394 of the Companies act 1956 between Ducon Technologies (India) PrivateLimited(Demerged Company) & Ducon Infratechnologies Limited (Formerly Known AsDynacons Technologies Limited) (Resulting Company) & their respective shareholders andcreditors.

The Company has received in-principal approval from BSE Ltd. and National StockExchange of India Ltd. dated January 01 2017 and January 03 2017 respectively. The NCLTpassed orders for convening meeting for the shareholders of the Company on August 31 2017and the shareholders at the court convened meeting passed the resolution for the scheme ofarrangement with majority of 99.60%.The Voting Results were uploaded on both the StockExchanges i.e. National stock Exchange Limited and BSE Limited and are available on theCompany's Website.

12. Corporate Governance

Your Company has always practiced sound corporate governance and takes necessaryactions at appropriate times for meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of corporate governance.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the report on Management Discussion and Analysis Corporate Governance as well asthe Statutory Auditors' Certificate regarding compliance of conditions of CorporateGovernance forms part of the Annual Report.

13. Code of Conduct For Directors And Senior Management

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. The copies of Code ofConduct as applicable to the Executive Directors (including Senior Management of theCompany) and Non Executive Directors are uploaded on the website of the Company -www.dtlindia.com.

14. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the independentdirectors as detailed in clause 8 of the Corporate Governance Report which forms part ofthe Annual Report.

15. Particulars of the Employees

The information as required under Section 197 of the Act and rules made there-under isnot applicable as none of the employees are in receipt of remuneration which exceeds thelimits specified under the said rules.

16. Documents Placed on the Website

The following documents have been placed on the website in compliance with the Act

• Financial statements of the Company along with relevant documents.

• Details of Vigil mechanism for directors and employees to report genuineconcerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directors as per ScheduleIV to the act.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Corporate Governance

• Nomination and Remuneration Policy

17. Human Resource Management (Material developments in Human resources/IndustrialRelations front including number of people employed)

Your Company's core strength is its people. To bring in more business focus and totalownership your Company's business organizational structure has been redesigned. This isexpected to allow better growth and reward opportunities for talent while simultaneouslydelivering better value to shareholders. Your Company has HR policy that elaborates oneach aspect of human resource management including recruitment employee development &training staff welfare administration services & recreation events. The Companyoffers a growth environment along with monetary benefits in line with industry standards.The Company has a number of employee initiatives to attract retain and develop talent inthe organization.

Your Company encourages regular training and development program. Continuous trainingis imparted in advanced technologies managerial and soft skills for the employees toenhance their skill-sets in alignment with their respective roles. The major thrustcontinues in the effort to bring about measurable change in training coverage andeffectiveness increasing the Leadership and Development opportunities for every staffmember.

Company's people centric focus providing an open work environment fostering continuousimprovement and development helped several employees realize their career aspirationsduring the year. Ducon has continually adopted structures that help attract best externaltalent and promote internal talent to higher roles and responsibilities.

Employee Retention is a key focus area. The Company has initiated various measures toenhance the retention of employees during the year which includes employee engagementsurveys transparent Performance Management System and connect to maintainemployee-friendly culture in the organization.

18. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no amount of principalor interest was outstanding as on the date of the Balance Sheet.

19. Directors Responsibility Statement

Pursuant to the provisions of clause (C) of sub-section (3) of Section 134 of theCompanies Act 2013 the Directors based on the information and representations receivedfrom the operating management confirm that:

i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with 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 to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis; and

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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.

20. Share Capital

The paid up Equity Share Capital as on 31st March 2017 was Rs. 78423100divided into 78423100 Equity shares of Re.1/- each which is same as share capital as atthe previous year end.

21. Shares

a. Buyback of Securities: The Company has not brought back any of the securities duringthe year under review.

b. Sweat Equity: The Company has not issued any sweat equity shares during the yearunder review.

c. Employee Stock Option Plan: The Company had passed Resolution for providing StockOptions to the employees of the Company through postal ballot.

22. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committee.

23. Number of Meetings of the Board

During the year Nine Board Meetings were held. The details of the Board and variousCommittee meetings are given in the Corporate Governance Report.

24. Declaration by an Independent Director(s)

A declaration has been received by an Independent Director(s) that they meet thecriteria of independence as provided in sub-section (6) of Section 149 of the CompaniesAct 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015.Further there has been no change in the circumstances which may affect their status asindependent director during the year.

25. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

Nomination remuneration and compensation committee policy (NRC Committee)

The NRC Committee of the Company shall be formed by the Board of Directors of theCompany out of its Board members. The NRC Committee shall consist of minimum threenon-executive directors out of which two shall be independent directors. The chairpersonof the company may be appointed as a member of the NRC Committee but shall not chair theNRC Committee. The Chairman of the NRC Committee shall be an independent director. Nomember of the NRC Committee shall have a relationship that may interfere with hisindependence from management and the Company or with the exercise of his duties as a NRCcommittee member. The NRC Committee may invite such of the executives of the Company asit considers appropriate (and particularly the Managing Director) to be present at themeetings of the NRC committee but on occasions it may also meet without the presence ofany executives of the company. The Company Secretary shall act as the secretary to the NRCCommittee.

26. Composition of Audit Committee

The Audit Committee which comprises of three directors namely Mr. Harish Shetty Mr.Viren Shah and Ms. Ratna Jhaveri w.e.f. 14th February 2017

During the year Ms. Ratna Jhaveri was appointed as Non-Executive Independent Directorof the Company w.e.f. February 14 2017 was inducted as a member of Audit Committee andMrs. Pinakee Parikh resigned from the post of Non-Executive Independent Director of theCompany w.e.f. February 14 2017 and simultaneously from Audit Committee.

27. Risk Management

Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. As a formal roll-out all business divisions and corporate functions willembrace Risk Management Policy and Guidelines and make use of these in their decisionmaking. Key business risks and their mitigation are considered in the annual/strategicbusiness plans and in periodic management reviews. The risk management process in ourmulti-business multi-site operations over the period of time will become embedded intothe Company's business systems and processes such that our responses to risks remaincurrent and dynamic.

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.

28. Vigil Mechanism

Your Company has established a mechanism called 'Vigil Mechanism' for directors andemployees to report the unethical behavior actual or suspected fraud or violation of theCompany's code of conduct or ethics policy and provides safeguards against victimizationof employees who avail the mechanism. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company atwww.dtlindia.com .

29. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

30. Particulars of Employee

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

31. Particulars of Remuneration

The information required under Section 197 of the Act and the Rules made there-underin respect of employees of the Company is given under Annexure IV.

32. Internal Audit & Controls

The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas.

33. Extract of Annual Return

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 as a part of this Annual Report as Annexure-I.

34. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Ms.Shruti Shah Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for the F.Y 2016-17. The Company provides all theassistance and facilities to the Secretarial Auditor for conducting their audit. Report ofSecretarial Auditors for the F.Y 2016-17 in Form MR-3 is annexed to this report asAnnexure-II.

35. Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

36. Particulars of contracts or arrangements with related parties

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto have beendisclosed in Form No. AOC-2 as Annexure-III.

37. Obligation of company under the sexual harassment of women at workplace(prevention prohibition and redressal) act 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified. Your Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up Committee for implementation of said policy. During theyear Company has not received any complaint of harassment.

38. Conservation of Energy Technology Absorption Research & Development andForeign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)the Companies (Accounts) Rules 2014 forming part of Directors' Report for the year ended31st March 2017 is as under:

Conservation of Energy: The Company's operations involve low energy consumption.However efforts to conserve and optimize the use of energy through improved operationalmethods and other means will continue.

Technology Absorption: The Technology available and utilized is continuously beingupgraded to improve overall performance and productivity.

Research & Development: Your Company believes that research & development is acontinuous process for sustained corporate excellence. Our research & developmentactivities help us in product and service improvement effective time management and arefocused to provide unique benefits to our customers. Such methods do not involve anyspecific cost burden to the Company.

Foreign Exchange Earnings : Rs. Nil (previous year Nil)
Foreign Exchange Outgo : Rs. Nil (previous year 0.03)

39. Acknowledgements

Your Directors thank the Company's Investors Clients Vendors Bankers Business andvarious governmental as well as regulatory agencies for their continued support andconfidence in the management.

Your Directors wish to place on record their deep sense of appreciation of thededicated and sincere services rendered by employees at all levels during the year. YourCompany's consistent growth was made possible by their hard work solidarity cooperationand support.

For and on behalf of the Board of Directors
Chandrashekhar Ganesan Harish Shetty
Date: September 01 2017 Director Director
Place: Thane Din no.: 07144708 Din no.: 07144684