Mar 31, 2018
To,
The Members,
The Board of Directors of your Company take pleasure in presenting the Tenth Annual Report together with Balance Sheet and Statement of Profit and Loss for the financial year ended 31st March, 2018.
1. Financial Results (Standalone and Consolidated):
(Rupees in Million)
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from Operations |
6437.76 |
6892.28 |
6619.90 |
7085.91 |
Profit Before Depreciation and Tax |
168.18 |
244.83 |
203.32 |
269.55 |
Less: Depreciation for the year |
10.64 |
11.70 |
14.24 |
15.28 |
Profit Before Tax (PBT) |
157.54 |
233.13 |
189.08 |
254.27 |
Less: Tax Expense |
53.34 |
80.59 |
62.16 |
87.53 |
Add: Comprehensive income |
7.72 |
7.27 |
9.49 |
10.93 |
Profit After Tax |
111.92 |
159.81 |
136.41 |
177.67 |
Earnings per Share (Rs.) |
2.93 |
4.30 |
3.57 |
4.97 |
As mandated by the Ministry of Corporate Affairs, the financial statements have been prepared in accordance with Ind ASâs notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substanceof transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the year ended 31st March 2018.
2. State of Companyâs Affairs:
During the financial year 2017-18, your company posted standalone gross revenue of Rs.6437.76 million as compared to Rs.6892.28 million in the previous year. The standalone profit before tax stood at Rs.157.54 million as compared to Rs.233.13 million in the previous year.
During the year under review, the revenue was impacted due to the rollout of GST regulations and consequent uncertainty in the industry primarily among the dealer fraternity. The short-term impact was negative; however, in the latter part of the year: business returned to normal and showed positive growth. During the year under review, there was no change in the nature of business.
The consolidated financial statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013, Ind AS Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as prescribed by the Securities and Exchange Board of India (SEBI). The audited consolidated financial statements has been provided in the Annual Report.
The financial statements of subsidiary, TeamF1 Networks Private Limited (TeamF1) will be made available upon request to any member of the Company interested in receiving this information. The same will also be available at the registered office of the Company for inspection during office hours.
3. Dividend and Reserves:
The Board of Directors has decided not to transfer any amount to the General Reserves, out of the profits made during the current financial year.
Your Directors have recommended for your consideration the payment of dividend of Rs.0.50 per share for the year ended 31st March 2018 (i.e. @ 25% on the paid-up equity capital) to be paid, if approved at the Tenth Annual General Meeting.
4. Share Capital:
During the year under review, the total paid-up share capital of the Company stood at Rs.71,009,700 consisting of 35,504,850 equity shares of Rs.2/- each.
5. Extract of the Annual Return:
As mandated by Section 92 of Companies Act, 2013 read with the rules made thereunder, the extract of annual return for the financial year ended 31st March, 2018 in Form MGT-9 is enclosed as Annexure I to this report.
6. Directors and Key Managerial Personnel:
a) Changes in Directors and Key Managerial Personnel (KMP)
During the year under review;
(i) Mr. Gary Yang ceased to be Managing Director with effect from 1st November, 2017.
(ii) Mr. Douglas Hsiao ceased to be Director with effect from 7th August, 2017;
(iii) Mr. Kenneth Tai was appointed as Director with effect from 2nd September, 2017 and ceased to be a Director of the Company with effect from 18th December, 2017.
(iv) Mr. Anil Bakshi ceased to be Independent Director with effect from 1st November, 2017.
(v) Ms. Anny Wei was appointed as Additional Director on the Board, designated as Non-Executive Chairman of the Company with effect from 9th February, 2018.
b) Details of Directors retiring at the ensuing Annual General Meeting (AGM)
(i) Pursuant to Section 152 of the Companies Act, 2013, at-least two-third of the Directors (excluding Independent Directors) shall be subject to retirement by rotation. One-third of such Directors must retire from office at each AGM and a retiring director is eligible for re-election.
Accordingly, Mr. Mukesh Lulla retires by rotation and being eligible, offers to be re-appointed at the ensuing AGM. The Board of Directors of your Company recommends his re-election.
(ii) Ms. Anny Wei has been appointed as Additional Director on the Board, designated as Non-Executive Chairperson of the Company effective from 9th February, 2018. Pursuant to Section 161 of the Companies Act, 2013 Ms. Wei will hold office up to the date of the ensuing AGM. The Company has not received the consent for re-appointment and proposal for office of the Director. Consequently, the Notice of AGM do not contain the requisite resolution for re-appointment of Ms. Anny Wei, however she shall continue to be the Director of the Company upto the date of AGM.
c) Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
1. Mr. Tushar Sighat - Managing Director & CEO
2. Mr. C. M. Gaonkar - 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 the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in sub-section (6) of Section 149 of the Act and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Rajaram Ajgaonkar and Mr. Satish Godbole, independent directors, hold office up to 31st March, 2019 and eligible for re-appointment.
7. Number of meetings of Board of Directors:
During the year under review, four meetings of the Board of Directors were held. The details of the meetings of the Board are furnished in the Corporate Governance Report which is attached to this Report. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Also, pursuant to provisions of part VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 9th March, 2018 for transacting the business enumerated under the said provisions.
8. Annual Evaluation of Board:
In pursuance of Section 134 (3) (p) of the Companies Act, 2013 read with rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out the performance evaluation of the Board as a whole, and of its Committees and individual directors. A structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance etc.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Directors held separate discussions with other Directors of the Company and obtained their feedback on overall Board effectiveness as well as performance of each of the other Directors. The Board of Directors took note of the observations on board evaluation carried out during the year and opined that no action is required to be taken.
9. Audit Committee:
In pursuance of Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly constituted the Audit Committee consisting of four Non-Executive Directors with majority being Independent Directors including the Chairman of the Committee. The terms of reference of Audit Committee are as mentioned in Section 177 of the Companies Act, 2013 and part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detailed terms of reference, constitution and other relevant details of Audit Committee have been given in Corporate Governance Report forming part of this Annual Report.
Further, in terms of Section 177 (8) of the Act, it is stated that there were no such instances where the Board of Directors has not accepted the recommendations of the Audit Committee during the year 2017-18.
10. Nomination and Remuneration Committee, Policy and Disclosures on Managerial Remuneration:
In accordance with Section 178 and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules issued thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have duly constituted Nomination and Remuneration Committee.
Further, the Board of Directors on the recommendations of the Nomination and Remuneration Committee, have put in place a Nomination and Remuneration Policy of the Company.
The Companyâs Remuneration Policy is driven by the success and performance of the individual employees, senior management and executive directors of the Company and other relevant factors including the following criteria:
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company;
b) Relationship of remuneration to performance is clear and meets appropriate performance industry benchmarks; and
c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of your Company is set out in âAnnexure - IIâ to this Report.
11. 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 duly constituted âStakeholders Relationship Committeeâ. The detailed terms of reference, constitution and other relevant details of Stakeholders Relationship Committee has been given in Corporate Governance Report forming part of this Annual Report.
12.Vigil Mechanism/Whistle Blower Policy:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder, the Company has formulated and implemented Vigil Mechanism/ Whistle Blower Policy for disclosing of any unethical behavior, actual or suspected fraud or violation of companyâs code of conduct and other improper practices or wrongful conduct by employees or directors of the Company. The salient features of the policy have been detailed in the Corporate Governance Report forming part of this Annual Report. The Vigil Mechanism/Whistle Blower Policy has been posted and is available on the website of the Company at http://www.dlink.co.in/pdf/Whistle%P0Blower%Rs.0Policy.pdf
During the year under review, the Company has not received any complaints relating to unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct from any employee or directors.
13.Risk Management Policy:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Company has formulated and implemented the Risk Management Policy. The Audit Committee reviews and monitors the Risk Management Policy, from time to time. The objective of the Risk Management Policy is to identify the risks impacting the business and formulate strategies/policies aimed at risk mitigation as part of risk management.
14.Details of Subsidiary Company:
TeamF1 Networks Private Limited (TeamF1) is a provider of networking and security software for embedded devices with immense experience. TeamF1 provides network security, WiFi management, CPE turn-key and component software using platform TFOSâ¢. TeamF1 Networks specializes in developing high-performance networking and security software products, which help in future-proofing the digital network connectivity and security roadmap for embedded devices.
TeamF1âs standalone financial statements show gross revenue of Rs.182.48 million as compared to Rs.193.63 million in the previous fiscal year. The profit before tax stood at Rs.24.50 million as compared to Rs.17.86 million in the previous fiscal year.
The Company does not have any material unlisted Indian subsidiary. The Company has formulated a policy on Material Subsidiary as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and the policy is posted on the website of the Company under the web link 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 financial statements of the Companyâs Subsidiary (in Form AOC-1) is enclosed as Annexure - III to this report.
15.Statutory Auditors:
The Company had appointed M/s. Deloitte Haskins & Sells, LLP (DHS LLP) Chartered Accountants, (ICAI firm registration no. 117366W/W-100018) as Statutory Auditors from the conclusion of the 9th Annual General Meeting till the conclusion of the 10th Annual General Meeting. Thus, the Auditors, M/s. Deloitte Haskins & Sells LLP will be retiring at the forthcoming Annual General Meeting. DHS LLP has been the Statutory Auditors of the Company since FY 2008-09. Accordingly, the term of DHS LLP expires at the conclusion of the forthcoming AGM, hence it is proposed to appoint M/s B S R & Co. LLP Chartered Accountants, (ICAI firm registration no. 101248W/W-100022) (âBSRâ), as the Statutory Auditors of the Company for a period of 5 years commencing from the conclusion of 10th AGM till the conclusion of 15th AGM.
As per the requirement of the Act, BSR have confirmed that the appointment if made would be within the limits specified under Section 141 (3) (g) of the Act and that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit & Auditors) Rules, 2014. Members are requested to approve the appointment of BSR and authorise the Board of Directors to fix their remuneration.
16.Cost Audit:
During the relevant period for the purpose of Section 148 of the Companies Act, 2013 read with the rules made thereunder maintaining of the Cost Accounting records were not applicable considering the turnover of manufacturing activity.
17. Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors had appointed Mr. Shivaram Bhat, Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2017-18 for conducting 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 as Annexure-IV to this report. There is no qualification, reservation or adverse remark in the Secretarial Audit Report made during the financial year.
18.Deposits:
Your Company has not accepted any Fixed Deposits during the year under review and, as such, no amount of principal or interest was outstanding as on date of Balance Sheet.
19.Particulars of Loans, Guarantees or Investments:
During the year the Company has not granted loans, guarantee given, investments made and securities provided, covered under the provisions of 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-Link Corporation. The Company is primarily engaged in marketing and distribution of D-Link branded networking products in India and neighbouring countries. The majority of products are imported from D-Link Corporation and its subsidiaries. All the transactions entered by the Company with related parties were in the ordinary course of business and at armâs length price basis. The Audit Committee and the Board of Directors reviewed the transactions (which are repetitive in nature) and the Audit Committee granted approval for such transactions.
The disclosures as required under AS-18 have been made in Note No.39 to the standalone financial statements. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2 which is annexed as Annexure-V.
The Policy on related party transactions as approved by the Board may be accessed on the Companyâs 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 to the financial statements for the fiscal 2017-18. In the opinion of the Board, the existing internal control framework is adequate and commensurate with the size and nature of the business of the Company.
22.Material Changes and Commitments, if any, affecting the Financial Position of the Company:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year, to which this financial statement relate, and 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 and redressal of sexual harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules made thereunder. The Company has also constituted Internal Committee as per requirements of the above Act.
During the financial year 2017-18, the committee has neither received any complaints nor were any cases pending as at 31st March, 2018.
24.Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy:
Your Company is primarily engaged in marketing and trading activities and has not consumed energy of any significant level and no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.
B) Technology absorption:
No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the year under review.
C) Foreign exchange earnings and outgo:
Total foreign exchange earnings and outgo is stated in Note 32 (iii) forming part of the Standalone Financial Statements.
25.Corporate Social Responsibility (CSR):
Pursuant to Section 135 of the Companies Act, 2013 read with rules made thereunder, your company has constituted a Corporate Social Responsibility Committee (CSR Committee) and has also formulated CSR Policy in accordance with the Act.
During the financial year, the Company was required to spend Rs.6.39 million towards Corporate Social Responsibility (CSR) activities for the financial year 2017-18. However, the Company has spent Rs.4.80 Million during the financial year and Rs.4.51 million subsequent to the closure of financial year. The Company is required to spend Rs.10.48 million pertaining to previous year.
During the year under review, the amount spent by the Company on the CSR activities was less than the prescribed amount under the Companies Act, 2013. The Companyâs CSR initiatives usually involve study of various projects on a small scale to learn from on-ground realities, getting feedback from community and then putting an enhanced sustainable model to ensure maximum benefit to the community. For this reason, during the year, the Companyâs spend on the CSR activities has been less than the limits prescribed under Companies Act, 2013. The CSR activities are scalable which coupled with new initiatives that may be considered in future, the CSR amount woud be spent in accordance with the prescribed limits.
The details of Corporate Social Responsibility (CSR) are set out in Annexure-VI.
The CSR Policy of the Company has been posted on the website of the Company at http://www.dlink.co.in/pdf/CSR%20Policy.pdf
26. Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future:
There was no significant and material order passed by any regulator or court or tribunal 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 the Company for the year, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended to the Annual Report.
28. Corporate Governance:
As required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance as well as the Auditorsâ Certificate regarding compliance of conditions of Corporate Governance forms a part of the Annual Report.
29.Directorsâ Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
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 the company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
30. Acknowledgements:
The Directors wish to convey their appreciation to business associates, business distributors/partners and bankers for their support and contribution during the year. The Directors thank the Companyâs employees for their hard work and customers, vendors and investors for their continued support.
For and on behalf of the Board of Directors
Tushar Sighat Satish Godbole
Managing Director & CEO Director
Mumbai, Dated: 29th May, 2018 DIN 06984518 DIN 02596364
Mar 31, 2016
To,
The Members,
The Board of Directors of your Company take pleasure in presenting the Eighth Annual Report together with Balance Sheet and Statement of Profit and Loss for the financial year ended 31st March, 2016.
1. Financial Results (Standalone and Consolidated)
(Rupees in Millions)
Particulars |
Standalone |
Consolidated |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Revenue from Operations |
7,007.44 |
6,253.23 |
7,213.31 |
6,408.24 |
Profit Before Depreciation and Tax |
346.59 |
341.09 |
391.77 |
348.96 |
Less: Depreciation for the year |
14.68 |
17.02 |
16.81 |
17.89 |
Profit Before Tax (PBT) |
331.91 |
324.07 |
374.96 |
331.07 |
Less: Provision for Tax |
||||
a) Current Tax |
135.72 |
133.26 |
148.48 |
139.88 |
b) Deferred Tax |
(18.80) |
(22.48) |
(17.27) |
(27.39) |
Profit After Tax |
214.99 |
213.29 |
243.75 |
218.58 |
Balance b/f from previous year |
837.31 |
679.55 |
842.60 |
679.55 |
Adjustments to fixed assets |
0.00 |
0.62 |
0.00 |
0.62 |
Amount available for Appropriation |
1,052.30 |
892.22 |
1,086.35 |
897.51 |
Transfer to General Reserve |
25.00 |
25.00 |
25.00 |
25.00 |
Proposed Dividend |
24.85 |
24.85 |
24.85 |
24.85 |
Tax on Dividend |
5.06 |
5.06 |
5.06 |
5.06 |
Balance carried forward to Balance Sheet |
997.39 |
837.31 |
1,031.44 |
842.60 |
Earnings per Share (Rs.) |
6.06 |
6.16 |
6.87 |
6.31 |
2. State of Companyâs Affairs
During the financial year 2015-16, your company achieved high performance, both in terms of turnover and profits. The standalone gross revenue increased by 12%, Rs. 7,007.44 million as compared to Rs. 6,253.23 million in the previous year. The standalone profit before tax stood at Rs. 331.91 million as compared to Rs. 324.07 million in the previous year.
During the year under review, the Company has undertaken the manufacturing of set-top boxes and its allied products for Indian market.
The consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as prescribed by the Securities and Exchange Board of India (SEBI). The audited consolidated financial statement is provided in the Annual Report.
The financial statements of subsidiary, TeamF1 Networks Private Limited (TeamF1) will be made available upon request by any member of the Company interested in receiving this information. The same will also be available at the Registered Office of the Company for inspection during office hours.
3. Reserves
The Board of Directors have decided to transfer an amount of Rs. 25 million to the General Reserves, out of the profits made during the current financial year.
4. Dividend
Your Directors have recommended for your consideration the payment of dividend of Re. 0.70/- per share for the year ended 31st March, 2016 (i.e. @ 35% on the paid-up equity capital) to be paid, if approved at the Eighth Annual General Meeting.
5. Share Capital
During the year under review, the total paid-up share capital of the Company stood at Rs. 71,009,700/- consisting of 35,504,850 equity shares of Rs. 2/- each.
6. Extract of the Annual Return
As mandated by Section 92 of Companies Act, 2013 read with the rules made there under, the extract of annual return for the financial year ended 31st March, 2016 in Form No. MGT-9 is enclosed as Annexure - I to this report.
7. Directors and Key Managerial Personnel
a) Changes in Directors and Key Managerial Personnel (KMP)
During the year under review;
(i) Mr. A. P Chen has ceased to be the Director and Chairman of the Company effective from 7th August 2015.
(ii) Mr. Douglas Hsiao was appointed as Additional Director on the Board, designated as non-executive Chairman of the Company effective from 29th August, 2015.
(iii) Mr. Vinai Kolli has ceased to be the Whole-time Director of the Company effective from 6th November 2015.
(iv) Mr. Mukesh Lulla has been appointed as Additional Director on the Board, effective from 4th February 2016.
b) Details of Directors retiring at the ensuing Annual General Meeting (AGM)
(i) In pursuance of section 152 of the Companies Act, 2013, at-least two-third of the Directors (excluding Independent Directors) shall be subject to retirement by rotation. One-third of such Directors must retire from office at each AGM and a retiring director is eligible for re-election.
Accordingly, Mr. Tushar Sighat retires by rotation and being eligible, offers to be re-appointed at the ensuing AGM. The Board of Directors of your Company recommends his re-election.
(ii) The Board of Directors upon the recommendation of the Nomination and Remuneration Committee had appointed Mr. Douglas Hsiao as Additional Director of the Company and designated as Non-executive Chairman with effect from August 29, 2015, pursuant to Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company.
Mr. Hsiao will hold office up to the date of the ensuing AGM of the Company. His appointment requires the approval of members at the ensuing AGM.
(iii) The Board of Directors upon the recommendation of the Nomination and Remuneration Committee had appointed Mr. Mukesh Lulla as an Additional Director of the Company with effect from February 4, 2016, pursuant to Section 161(1) of the Companies Act, 2013 and Articles of Association of the Company.
Mr. Lulla will hold office up to the date of the ensuing AGM of the Company. His appointment requires the approval of members at the ensuing AGM.
c) Declaration by Independent Directors
Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 read with the rules made thereunder, all the Independent Directors of the Company have given the declaration that they meet the criteria of independence as laid down in sub-section (6) of section 149 of the Act and the Board at its meeting held on 30th May, 2016 has duly taken note of the same.
8. Number of meetings of Board of Directors
During the year under review, five meetings of the Board of Directors were held. The details of the meetings of the Board are furnished in the Corporate Governance Report which is attached to this Report.
Also, pursuant to provisions of part VII of the Schedule IV of the Companies Act, 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Separate Meeting of Independent Directors was held on 19th March, 2016 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 made there under, the Board of Directors carried out the performance evaluation of the Board as a whole, and of its Committees and individual directors, based on questionnaire and feedback received from all the Directors on the Board. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as performance of each of the other Directors.
10.Audit Committee
In pursuance of Section 177 of the Companies Act, 2013 read with the rules made there under and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly constituted the Audit Committee consisting of 4 Non-Executive Directors with majority being Independent Directors including the Chairman of the Committee. The terms of reference of Audit Committee are as mentioned in Section 177 of the Companies Act, 2013 and part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detailed terms of reference, constitution and other relevant details of Audit Committee have been given in Corporate Governance Report forming part of this Annual Report.
Further, in terms of section 177 (8) of the Act, it is stated that there were no such instances where the Board of Directors have not accepted the recommendations of the Audit Committee during the year 2015-16.
11.Nomination and Remuneration Committee, Policy and Disclosures on Managerial Remuneration
In accordance with Section 178 and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules issued there under and regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have duly constituted Nomination and Remuneration Committee.
Further, the Board of Directors on the recommendations of the Nomination and Remuneration Committee, have put in place a Nomination and Remuneration Policy of the Company.
The Company''s remuneration policy is driven by the success and performance of the individual employees, senior management, executive directors of the Company and other relevant factors including the following criteria;
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company;
b) Relationship of remuneration to performance is clear and meets appropriate performance industry benchmarks; and
c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in âAnnexure - IIâ 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 duly constituted âStakeholders Relationship Committeeâ. The detailed terms of reference, constitution and other relevant details of Stakeholders Relationship Committee has been given in Corporate Governance Report forming part of this Annual Report.
13.Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the rules made there under, the Company has formulated and implemented Vigil Mechanism/ Whistle Blower Policy for disclosing of any unethical behavior, actual or suspected fraud or violation of company''s code of conduct and other improper practices or wrongful conduct by employees or directors of the Company. The salient features of the policy have been detailed in the Corporate Governance Report forming part of this Annual Report. The Vigil Mechanism/ Whistle Blower Policy has been posted and is available on the website of the Company at http://www.dlink.co.in/pdf/Whistle%20Blower%P0Policy.pdf.
During the year under review, the Company through Audit Committee has not received any complaints relating to unethical behavior, actual or suspected fraud or violation of company''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 formulated and implemented the Risk Management Policy. The Audit Committee shall review and monitor the Risk Management Policy, from time to time. The objective of the Risk Management Policy is to identify the risks impacting the business and formulate strategies / policies aimed at risk mitigation as part of risk management.
15. Details of Subsidiary Company
TeamF1 is subsidiary of the Company, engaged in the business of embedded software engineering and has R&D capabilities with expertise in Networking and Security and is expected to bring in positive value to D-Link in terms of enhancing its technological as well as its research and development capabilities with access to in house customization and development of new localized products.
TeamF1''s financial statements show positive signs of growth in terms of its revenues. It registered gross revenue of Rs. 205.87 million as compared to Rs. 173.01 million in the previous fiscal year, thereby resulting in an increase of 19%. The profit before tax stood at Rs. 43.06 million as compared to Rs. 4.54 million in the previous fiscal year.
The Company does not have any material unlisted Indian subsidiary. The Company has formulated a Policy on Material Subsidiary as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, and the policy is posted on the website of the Company under the web link http://www.dlink.co.in/pdf/Material%P0Subsidiary%P0Policy.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 financial statements of the Company''s Subsidiary (in Form AOC-1) is enclosed as Annexure - III to this report.
16. Statutory Auditors
The members of the Company vide passing a resolution at the Seventh Annual General Meeting of the Company had ratified appointment of M/s Deloitte Haskins & Sells LLP Chartered Accountants (Registration no.117366W/W-100018) as Auditors of the Company. The Board recommends for further ratification of appointment of M/s Deloitte Haskins & Sells LLP Chartered Accountants as the Auditors of the Company for the financial year 2016-17.
17.Cost Audit
During the relevant period for the purpose of Section 148 of the Companies Act, 2013 read with the rules made there under, there was no manufacturing activity and hence maintaining of the Cost Accounting records were not applicable.
18.Secretarial Audit Report
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with rules made there under, the Board of Directors had appointed Mr. Shivaram Bhat, Practicing Company Secretary as Secretarial Auditor of the Company for the financial year 2015-16 for conducting 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 as Annexure - IV to this report.
19. Deposits
Your Company has not accepted any Fixed Deposits during the year under review and, as such, no amount of principal or interest was outstanding as on date of Balance Sheet.
20. Particulars of loans, guarantees or investments
During the year, the company has not granted loans and guarantee given, investments made and securities provided, covered under the provisions of Section 186 of the Companies Act, 2013.
21. 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-Link Corporation. The Company is primarily engaged in marketing and distribution of D-Link branded Networking products in India and neighboring countries. The majority products are imported from D-Link Corporation and its Subsidiaries. All the transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm''s Length price basis. The Audit Committee and the Board of Directors reviewed the transactions (which are repetitive in nature) and the Audit Committee granted approval for such transactions.
The disclosures as required under AS-18 have been made in Note 35 of the Notes to the standalone financial statements. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 has been disclosed in Form No. AOC-2 which is annexed as Annexure - V.
The Policy on related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.dlink.co.in/pdf/REIATED%P0PARTY%P0PQIICYpdf.
22. Details on Internal Financial Controls related to Financial Statements
Your Company has put in place adequate internal financial controls with reference to the financial statements for the fiscal 201516. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.
23. Material Changes and Commitments, if any, affecting the Financial Position of the Company
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year, to which this financial statement relate, and the date of this Report.
24.Prevention and Redressal of Sexual Harassment at Workplace
The Company has formulated and implemented a policy on prevention, prohibition and redressal of sexual harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules made there under. The Company has also constituted Internal Committee as per requirements of the above Act.
During the financial year 2015-16, the committee has neither received any complaints nor any cases were pending as at 31st March, 2016.
25.Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A) Conservation of energy
Your Company is primarily engaged in Marketing and Trading activities and has not consumed energy of any significant level and no additional investment is required to be made for reduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.
B) Technology absorption
No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the year under review.
C) Foreign exchange earnings and outgo
Total foreign exchange earnings and outgo is stated in Note 38 forming part of the Standalone Financial Statements.
26. Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your company has constituted a Corporate Social Responsibility Committee (CSR Committee) and has also formulated CSR Policy in accordance with the Act.
During the financial year, the company is required to spend Rs.4.87 million (previous year Rs.3.20 million) towards Corporate Social Responsibility (CSR) activities.
The Company is in the process of ascertaining CSR initiatives for various programs at a base level, review and then putting an enhanced sustainable model to ensure maximum benefit to the community. For this reason, during the year, the amount spent by the Company on the CSR activities is less than the prescribed amount under the Act. The CSR activities are scalable which coupled with new initiatives that may be considered in future to spend CSR amount in accordance with the prescribed limits.
The Company has spent Rs. 1.6 million subsequent to closing of the financial year.
The details of Corporate Social Responsibility (CSR) are set out in Annexure-VI.
The CSR Policy of the Company has been posted on the website of the Company at http://www.dlink.co.in/pdf/CSR%20Policy.pdf.
27. Details of Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future
There was no significant and material order passed by any regulator or court or tribunal impacting the going concern status of the Company and its future operations.
28. Management Discussion and Analysis Report
The Management Discussion and Analysis including the result of operations of the Company for the year, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended to this Annual Report.
29. Corporate Governance
As required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance as well as the Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms a part of the Annual Report.
30. Directorsâ Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
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 the company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. Acknowledgements
The Directors wish to convey their appreciation to Business Associates, Business Distributors/ Partners and Bankers for their support and contribution during the year. The Directors thank the Company''s employees for their hard work and customers, vendors, investors, for their continued support.
For and on behalf of the Board of Directors
Gary Yang Tushar Sighat
Mumbai, Dated: 30th May, 2016 Managing Director Executive Director & CEO
Mar 31, 2015
Dear Members,
The Board of Directors of your Company take pleasure in presenting the
Seventh Annual Report together with Balance Sheet and Statement of
Profit and Loss for the financial year ended March 31,2015.
1. Financial Results (Standalone and Consolidated)
(Rupees in Million)
Standalone
Particulars
2014-15 2013-14
Revenue from Operations 6,253.23 4,875.84
Profit Before Depreciation and Tax 341.09 220.46
Less: Depreciation for the year 17.02 16.81
Profit Before Tax (PBT) 324.07 203.65
Less: Provision for Tax
a) Current Tax 133.26 65.06
b) Deferred Tax (22.48) 2.76
Profit After Tax 213.29 135.83
Balance brought forward from previous year 679.55 578.38
Adjustments relating to fixed assets 0.62 -
Amount available for Appropriation 892.22 714.21
Transfer to General Reserve 25.00 13.60
Proposed Dividend 24.85 18.00
Tax on Dividend 5.06 3.06
Balance carried forward to Balance Sheet 837.31 679.55
Earnings per Share (Rs.) 6.16 4.53
Particulars Consolidated#
2014-15
Revenue from Operations 6,408.24
Profit Before Depreciation and Tax 348.96
Less: Depreciation for the year 17.89
Profit Before Tax (PBT) 331.07
Less: Provision for Tax
a) Current Tax 139.88
b) Deferred Tax (27.39)
Profit After Tax 218.58
Balance brought forward from previous year 679.55
Adjustments relating to fixed assets 0.62
Amount available for Appropriation 897.51
Transfer to General Reserve 25.00
Proposed Dividend 24.85
Tax on Dividend 5.06
Balance carried forward to Balance Sheet 842.60
Earnings per Share (Rs.) 6.31
#TeamF1 Networks Private Limited was acquired by the Company during the
current financial year.
2. State of Company's Affairs
Your company achieved an all-time high performance, both in terms of
turnover and profit, during the financial year 2014-15. The standalone
gross revenue increased by 28.25%, Rs.6,253.23 million as compared to
Rs.4,875.84 million in the previous year. The standalone profit before
tax stood at Rs.324.07 million as compared to Rs.203.65 million in the
previous year.
The consolidated financial statements of your Company for the financial
year 2014-15, are prepared in compliance with applicable provisions of
the Companies Act, 2013, Accounting Standards and Listing Agreement as
prescribed by the Securities and Exchange Board of India (SEBI). The
audited consolidated financial statements are provided in the Annual
Report.
The financial statements of subsidiary, TeamF1 Networks Private Limited
will be made available upon request by any member of the Company
interested in receiving this information. The same will also be
available at the Registered Office of the Company for inspection during
office hours.
3. Reserves
The Board of Directors has decided to transfer an amount of Rs.25
million to the General Reserve, out of the profits made during the
current financial year.
4. Dividend
Your Directors have recommended for your consideration the payment of
dividend of Re. 0.70/- per share for the year ended March 31,2015 (i.e.
@ 35% on the paid-up equity capital) to be paid, if approved at the
Seventh Annual General Meeting.
5. Share Capital
During the year under review, the total paid-up share capital of the
Company stands increased from 30,004,850 equity shares to 35,504,850
equity shares aggregating to Rs.71,009,700/-, on account of allotment
of 5,500,000 equity shares of Rs.2/- each on the preferential basis to
the erstwhile promoters and shareholders of TeamF1 Networks Private
Limited (TeamF1) for consideration other than cash by way of swap of
shares of TeamF1.
6. Extract of the Annual Return
As mandated by Section 92 of the Companies Act, 2013 read with the
rules made thereunder, extract of annual return for the financial year
ended March 31,2015 in Form No. MGT-9 is enclosed as Annexure - I to
this report.
7. Directors and Key Managerial Personnel
a) Changes in Directors and Key Managerial Personnel (KMP)
During the year under review;
(i) Mr. C. M. Gaonkar who was Executive Director and Chief Financial
Officer (CFO) relinquished the Office of Executive Director effective
from August 23, 2014 and continues to be CFO of the Company.
(ii) Mr. Tushar Sighat was appointed as Additional Director on the
Board, effective from September 30, 2014 and was subsequently appointed
as the Executive Director and Chief Executive Officer of the Company
effective from October 1,2014.
(iii) Mr. Vinai Kolli was appointed as Additional Director on the
Board, effective from September 30, 2014 and was subsequently appointed
as Whole-time Director of the Company effective from December 18, 2014.
(iv) Ms. Sue-Fung Wang was appointed as Additional Director (woman
director) on the Board, effective from September 30, 2014.
(v) At the Board Meeting held on May 19, 2014, Mr. Gary Yang - Managing
Director, Mr. Tushar Sighat - Executive Director & CEO, Mr. C. M.
Gaonkar - Chief Financial Officer and Mr. Shrinivas Adikesar - Company
Secretary were designated as "Key Managerial Personnel" of the Company
pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
b) Details of Directors retiring at the ensuing Annual General Meeting
(AGM)
(i) In pursuance of section 152 of the Companies Act, 2013, at-least
two-third of the Directors (excluding Independent Directors) shall be
subject to retirement by rotation. One-third of such Directors must
retire from office at each AGM and a retiring director is eligible for
re-election.
Accordingly, Mr. Gary Yang retires by rotation and being eligible,
offers to be re-appointed at the ensuing AGM. The Board of Directors of
your Company recommends his re-election.
The appointment of and payment of remuneration to Mr. Yang as Managing
Director of the Company effective from March 1,2014 for a period of
five years was approved by the members of the Company vide passing a
Special Resolution on May 7, 2014. The Board of Directors, upon the
recommendation of the Nomination and Remuneration Committee, in its
meeting held on May 19, 2015 varied the terms of remuneration payable
to Mr. Gary Yang with effect from April 1,2015 for the remaining period
of his tenure as Managing Director. The enhancement of remuneration is
subject to the approval of the members at General Meeting.
(ii) The Board of Directors appointed Mr. Tushar Sighat as an
Additional Director with effect from September 30, 2014, pursuant to
Section 161(1) of the Companies Act, 2013 and Articles of Association
of the Company. Mr. Tushar Sighat will hold office up to the date of
the ensuing AGM of the Company.
The Board, upon the recommendation of the Nomination and Remuneration
Committee, appointed Mr. Sighat as Whole-time Director and designated
as Executive Director & CEO for a period of five years with effect from
October 1, 2014. His appointment as well as the payment of remuneration
is subject to the approval of members at the ensuing AGM.
(iii) The Board of Directors had appointed Mr. Vinai Kolli as an
Additional Director with effect from September 30, 2014, pursuant to
Section 161(1) of the Companies Act, 2013 and Articles of Association
of the Company. Mr. Kolli will hold office up to the date of the
ensuing AGM of the Company.
The Board, upon the recommendation of the Nomination and Remuneration
Committee, appointed Mr. Kolli as Whole-time Director for a period of
five years with effect from December 18, 2014, without any
remuneration. His appointment requires the approval of members at the
ensuing AGM.
Presently, Mr. Kolli is the Managing Director in TeamF1 Networks
Private Limited (TeamF1), the wholly owned subsidiary of the Company,
and receives remuneration from TeamF1. As such no remuneration is being
proposed by the Company.
(iv) Pursuant to the second proviso to sub-section (1) of section 149
of the Companies Act, 2013 read with the rules made thereunder and
clause 49 (II) (A) (1) of the Listing agreement and based on the
recommendation of the Nomination and Remuneration Committee, Ms.
Sue-Fung Wang was appointed as an additional director on the Board with
effect from September 30, 2014 and holds office upto the date of this
AGM of the Company. Her appointment requires the approval of members at
the ensuing AGM.
The Board has appointed Ms. Wang in the category of Independent
Director (women director) and as such if appointed as Director at the
ensuing AGM would hold office for a term upto September 29, 2019.
c) Declaration by Independent Directors
Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013
read with the rules made thereunder, all the Independent Directors have
given the declaration that they meet the criteria of independence as
laid down in sub-section (6) of section 149 of the Act and the Board at
its meeting held on May 19, 2015 has duly taken note of the same.
8. Number of meetings of Board of Directors
During the year under review, seven meetings of the Board of Directors
were held. The details of the meetings of the Board are furnished in
the Corporate Governance Report which is attached to this Report.
Pursuant to provisions of part VII of the Schedule IV of the Companies
Act, 2013 read with Clause 49 (II) (B)(6) of the Listing Agreement, a
Separate Meeting of Independent Directors was held on March 20, 2015
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 made thereunder, the Board of Directors carried out the
performance evaluation of the Board as a whole, and of its Committees
and individual directors, based on questionnaire and feedback received
from all the Directors on the Board. Directors, who were designated,
held separate discussions with each of the Directors of the Company and
obtained their feedback on overall Board effectiveness as well as
performance of each of the other Directors.
10. Audit Committee
In pursuance of Section 177 of the Companies Act, 2013 read with the
rules made thereunder and clause 49 of the Listing Agreement, the
Company has duly constituted the Audit Committee consisting of 4
Non-Executive Directors with majority being Independent Directors
including the Chairman of the Committee. The terms of reference of
Audit Committee are as mentioned in Section 177 of the Companies Act,
2013 and Clause 49 of the Listing Agreement. The detailed terms of
reference, constitution and other relevant details of Audit Committee
have been given in Corporate Governance Report forming part of this
Annual Report.
Further, in terms of section 177 (8) of the Act, it is stated that
there were no such instances where the Directors have not accepted the
recommendations of the Audit Committee during the year 2014-15.
11. Nomination and Remuneration Committee, Policy and Disclosures on
Managerial Remuneration
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the rules issued there under and
Clause 49 of the Listing Agreement, the Board of Directors at its
meeting held on May 19, 2014 renamed the existing "Remuneration
Committee" as "Nomination and Remuneration Committee" consisting of 4
Non-Executive Directors with majority being Independent Directors
including the Chairman of the Committee.
Further, on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors has formulated the Nomination and
Remuneration Policy of the Company at their meeting held on August 23,
2014.
The Company's remuneration policy is driven by the success and
performance of the individual employees, senior management, executive
directors of the Company and other relevant factors including the
following criteria;
a) The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality
required to run the Company;
b) Relationship of remuneration to performance is clear and meets
appropriate performance industry benchmarks; and
c) Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to
the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnels and all other employees is as per the Remuneration Policy of
the Company.
The information required under Section 197 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/employees of your
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 Clause 49 of
the Listing Agreement, the Board at its Meeting held on May 19, 2014
renamed the existing "Investors Grievance Committee" as "Stakeholders
Relationship Committee". The detailed terms of reference, constitution
and other relevant details of Stakeholders Relationship Committee have
been given in Corporate Governance Report forming part of this Annual
Report.
13. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177 of the Companies Act, 2013
read with the rules made thereunder, the Company has formulated and
implemented Vigil Mechanism/ Whistle Blower Policy for disclosing of
any unethical behaviour, actual or suspected fraud or violation of
Company's code of conduct and other improper practices or wrongful
conduct by employees or directors of the Company. The salient features
of the policy have been detailed in the Corporate Governance Report
forming part of this Annual Report. The Vigil Mechanism/ Whistle Blower
Policy has been posted and is available on the website of the Company
at http://www.dlink.co.in/pdf/Whistle%20Blower%20Policy.pdf
During the year under review, the Company has not received any
complaints relating to unethical behaviour, actual or suspected fraud
or violation of Company's code of conduct from any employee or
directors.
14. Risk Management Policy
Pursuant to Clause 49 (VI) of the Listing Agreement, the Company has
formulated and implemented the Risk Management Policy and was approved
by the Board of Directors at its meeting held on November 1,2014. The
Risk Management Committee has been authorized by the Board to monitor
and review the Risk Management Policy. The objective of the Risk
Management Committee is to identify the risks impacting the business
and formulate strategies/ policies aimed at risk mitigation as part of
risk management. Further, a core Committee has also been formed to
identify and assess key risks and formulate strategies for mitigation
of risks identified in consultation with process owners.
15. Details of Subsidiary Company
During the year, the Company completed the acquisition process of Team
F1 Networks Private Limited (Team F1) and with effect from May 29, 2014
TeamF1 became the wholly owned subsidiary of the Company. Further, the
Company has made allotment of 5,500,000 equity shares of Rs.2/- each to
the promoters, directors and other shareholders of TeamF1 for
consideration other than cash by way of swap of shares.
Team F1 is in the business of embedded software engineering and has R&D
capabilities with expertise in Networking and Security and is expected
to bring in positive value to D-Link in terms of enhancing its
technological as well as its research and development capabilities with
access to in house customization and development of new localized
products.
TeamF1's standalone financial statements show positive signs of growth
in terms of its revenues. It registered gross revenue of Rs.173.01
million as compared to Rs.120.78 million in the previous fiscal year,
thereby resulting in an increase of 43.24%. The profit before tax stood
at Rs.4.54 million as compared to Rs.10.21 million in the previous
fiscal year.
The Company does not have any material unlisted Indian subsidiary. The
Company has formulated a Policy on Material Subsidiary as required
under Clause 49(V)(D) and the policy is posted on the website of the
Company under the web link
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 financial statements of the Company's
Subsidiary (in Form AOC-1) is enclosed as Annexure - III to this
report.
16.Statutory Auditors
The members of the Company vide passing a resolution at the Sixth
Annual General Meeting of the Company had appointed M/s Deloitte
Haskins & Sells LLP Chartered Accountants (Registration no.
117366W/W-100018) as Auditors of the Company for a period of four years
effective from financial year 2014-15, subject to ratification of their
appointment at every Annual General Meeting. The Board recommends for
the ratification of appointment of M/s Deloitte Haskins & Sells LLP
Chartered Accountants as the Auditors of the Company for the financial
year 2015-16.
17. Secretarial Audit Report
Pursuant to the provisions of section 204 of the Companies Act, 2013
read with rules made thereunder, the Board of Directors had appointed
Mr. Shivaram Bhat, Practicing Company Secretary as Secretarial Auditor
of the Company for the financial year 2014-15 for conducting 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 as Annexure - IV to this report.
18. Deposits
Your Company has not accepted any Fixed Deposits during the year under
review and, as such, no amount of principal or interest was outstanding
as on date of Balance Sheet.
19. Particulars of loans, guarantees or investments
Particulars of loans and guarantee given, investments made and
securities provided, covered under the provisions of Section 186 of the
Companies Act, 2013 are provided in the notes to standalone financial
statements (Please refer to Note 3(e), 13, 18 and 41 to the Standalone
Financial Statements).
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-Link Corporation. The Company is primarily engaged in
marketing and distribution of D-Link branded Networking products in
India and neighbouring countries. The majority products are imported
from D-Link Corporation and its Subsidiaries. All the transactions
entered by the Company with Related Parties were in the Ordinary Course
of Business and at Arm's Length Price basis. The Audit Committee and
the Board of Directors reviewed the transactions (which are repetitive
in nature) and the Audit Committee granted approval for such
transactions.
The disclosures as required under AS-18 have been made in Note 32 of
the Notes forming part of the standalone financial statements. The
particulars of contracts or arrangements entered into by the Company
with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 has been disclosed in Form No. AOC-2 which is
annexed as Annexure -V.
The Policy on related party transactions as approved by the Board may
be accessed on the 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 to the financial statements for the fiscal 2014-15. The Audit
Committee of the Board has also approved revision in policy on internal
controls relating to financial statements and adequacy for compliance.
In the opinion of the Board, the existing internal control framework is
adequate and commensurate to the size and nature of the business of the
Company.
22. Material Changes and Commitments, if any, affecting the Financial
Position of the Company
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year, to which
this financial statement relate, and 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 and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with the rules
made thereunder. The Company has also constituted Internal Committee as
per requirements of the above Act.
During the financial year 2014-15, the committee has neither received
any complaints nor there were any pending cases as at March 31,2015.
24. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
A) Conservation of energy
Your Company is primarily engaged in Marketing and Trading activities
and has not consumed energy of any significant level and no additional
investment is required to be made for reduction of energy consumption.
However, the Company will continue with its efforts to conserve the
energy.
B) Technology absorption
No comment is being made on technology absorption considering the
nature of activities undertaken by your Company during the year under
review.
C) Foreign exchange earnings and outgo
Total foreign exchange earnings and outgo is stated in Note 35 forming
part of the Standalone Financial Statements.
25. Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with rules made
thereunder, your company has constituted a Corporate Social
Responsibility Committee (CSR Committee) and has also formulated CSR
Policy in accordance with the Act.
The CSR Committee is in the process of determining specific activities
and identifying specific partners that would be aligned with the
Company's CSR Policy. Hence, the Company could not spend the qualifying
amount on CSR activities during the financial year 2014-15. The process
would be completed in the current financial year and the CSR amount as
stipulated by the Companies Act will be spent on qualifying activities
accordingly.
The CSR Policy of the Company has been posted on the website of the
Company at http://www.dlink.co.in/pdf/CSR%20Policy.pdf. The details of
Corporate Social Responsibility (CSR) are set out in Annexure-VI.
26. Details of Significant and Material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status
and Company's operations in future
There was no significant and material order passed by any regulator or
court or tribunal 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 the Company for the year, as required under Clause 49 of
the Listing Agreement with the Stock Exchanges, is appended to this
Annual Report.
28. Corporate Governance
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Corporate Governance as well as the Auditors'
Certificate regarding compliance of conditions of Corporate Governance
forms a part of the Annual Report.
29. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors confirm that:
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and of the profit/loss of the
Company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;
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 the company and that such internal financial controls are
adequate and were operating effectively;
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
30. Acknowledgements
The Directors wish to convey their appreciation to Business Associates,
Business Distributors/Partners and Bankers for their support and
contribution during the year. The Directors thank the Company's
employees for their hard work and customers, vendors, investors, for
their continued support.
For and on behalf of the Board of Directors
Gary Yang Tushar Sighat
Managing Director Executive Director & CEO
Mumbai, Dated: May 19, 2015
Mar 31, 2014
The Board of Directors of your Company takes pleasure in presenting the
Sixth Annual Report together with Balance Sheet and Statement of Profit
and Loss for the year ended March 31, 2014.
1. Financial Results and Appropriation
(Rs. in million)
F.Y. F.Y.
Particulars 2013-2014 2012-2013
Revenue from Operations 4,875.84 3,537.02
Profit Before Depreciation and Tax 220.46 198.80
Less: Depreciation for the year 16.81 16.62
Profit Before Tax (PBT) 203.65 182.18
Less: Provision for Tax
a) Current Tax 65.06 60.47
b) Deferred Tax 2.76 (1.54)
Profit After Tax 135.83 123.25
Balance brought forward
from previous year 578.38 485.03
Amount available for Appropriation 714.21 608.28
Transfer to General Reserve 13.60 12.35
Proposed Dividend 18.00 15.00
Tax on Dividend 3.06 2.55
Balance carried forward to
Balance Sheet 679.55 578.38
Earnings per Share (Rs.) 4.53 4.11
2. Operating Results & Business Operations
In the financial year 2013-14, your Companys Turnover increased by 38%
to Rs.4,875.84 million as compared to Rs.3,537.02 million in the
previous year. The Net Profit stood at Rs.135.83 million as compared to
Rs.123.25 million in the previous year.
Your Company is in the process of acquiring shares of TeamF1 Networks
Private Limited from its shareholders and promoters for consideration
other than cash by way of swap of shares.
TeamF1 Networks Private Limited, based out of Hyderabad, is in the
business of embedded software engineering and has R&D capabilities with
expertise in Networking and Security. The acquisition is expected to
bring in positive value to D-Link in terms of enhancing its
technological as well as its research and development capabilities with
access to in house customization and development of new localized
products.
3. Dividend
Your Directors have recommended for your consideration the payment of
dividend of Re.0.60/- per share for the year ended March 31, 2014,
(i.e. @ 30% on the paid up equity capital) to be paid, if approved by
members at the Sixth Annual General Meeting.
4. Composition of Board of Directors
As per the provisions of Companies Act 2013, Mr. A. P. Chen, Director
of the Company will retire at the ensuing Annual General Meeting and
being eligible, seek re-appointment.
As per the provisions of the Companies Act, 2013, Independent Directors
are required to be appointed for a term of five consecutive years and
shall not be liable to retire by rotation. The Board recommended
appointment of Mr. Rajaram Ajgaonkar, Mr. Satish Godbole, and Mr. Anil
Bakshi as Independent Directors of the Company, not liable to retire by
rotation for a period of five years subject to approval of the Members
of the Company. Accordingly, resolutions proposing appointment of
Independent Directors form part of the Notice of the Annual General
Meeting.
During the year, the application for the approval of re-appointment of
Mr. Gary Yang as Managing Director was rejected by the Ministry of
Corporate Affairs on technical grounds. Subsequently, the Shareholders
have approved the appointment of and payment of remuneration to Mr.
Gary Yang as Managing Director effective from March 1, 2014 by passing
the resolution through postal ballot. The members have accorded their
approval to such appointment by way of postal ballot on May 7, 2014.
5. Fixed Deposits
Your Company has not accepted any Fixed Deposits during the year under
review and, as such, no amount of principal or interest was outstanding
as on date of Balance Sheet.
6. Management Discussion and Analysis
The Management Discussion and Analysis including the result of
operations of the Company for the year, as required under Clause 49 of
the Listing Agreement with the Stock Exchanges, is appended to this
Annual Report.
7. Corporate Governance
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, a separate section on Corporate Governance and Auditors''
Certificate regarding compliance of conditions of Corporate Governance
forms a part of the Annual Report.
8. Auditors
The Auditors, M/s. Deloitte Haskins & Sells LLP, (Registration no.
117366W/W-100018) Chartered Accountants holds office up-to the
conclusion of the Sixth Annual General Meeting. The Board recommends
the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants as the Auditors of the Company to hold office from the
conclusion of Sixth Annual General Meeting until the conclusion of
Tenth Annual General Meeting subject to the ratification of their
appointment at every Annual General Meeting.
9. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
a) Conservation of Energy, Research and Development and Technology
Absorption
Your Company is primarily engaged in Marketing and Trading activities
and has not consumed energy of any significant level and no additional
investment is required to be made for reduction of energy consumption.
However, the Company will continue with its efforts to conserve the
energy. No comment is being made on technology absorption considering
the nature of activities undertaken by your Company during the year
under review.
b) Foreign Exchange Earnings and Outgo
Total foreign exchange earnings and outgo is stated in Notes forming
part of the Financial Statements.
10. Particulars of Employees
Particulars of Employees as required under the provisions of Section
217 (2A) of the Companies Act, 1956 read with Company (Particulars of
Employees) Rules, 1975 and as amended, forms part of this report.
However, in pursuance of Section 219 (1)(b)(iv) of the Companies Act,
1956, this report is being sent to all the members of the Company
excluding the aforesaid information and the said particulars are made
available at the registered office of the Company. The members
desirous of obtaining such particulars may write to the Company
Secretary at the registered office of the Company.
11. Director''s Responsibility Statement
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 and, as amended, the Directors hereby state and confirm that;
a) in the preparation of annual accounts, the applicable accounting
standards have been followed;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and the profit of the Company for
the year ending on March 31, 2014;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a going concern'' basis.
12. Acknowledgements
The Directors wish to convey their appreciation to Business Associates,
Business Distributors/Partners and Bankers for their support and
contribution during the year. The Directors thank the Company''s
employees for their hard work and customers, vendors, investors, for
their continued support.
For and on behalf of the
Board of Directors
Gary Yang C. M. Gaonkar
Managing
Director Executive
Director & CFO
Mumbai, Dated: May 19, 2014
Mar 31, 2013
To the Members,
The Board of Directors of your Company takes pleasure in presenting the
Fifth Annual Report together with Balance Sheet and Statement of Profit
and Loss for the year ended March 31, 2013.
1. Financial Results and Appropriation
(Rs. in million)
F.Y. 2012- F.Y. 2011-
Particulars 2013 2012
Revenue from Operations 3,537.02 2,230.71
Profit Before Depreciation and Tax 198.80 116.87
Less: Depreciation for the year 16.62 15.96
Profit Before Tax (PBT) 182.18 100.91
Less: Provision for Tax
a) Current Tax 60.47 28.05
b) Deferred Tax (1.54) 2.45
Profit After Tax 123.25 70.41
Balance brought forward
from previous year 485.03 435.62
Amount available for Appropriation 608.28 506.03
Transfer to General Reserve. 12.35 7.05
Proposed Dividend 15.00 12.00
Tax on Dividend 2.55 1.95
Balance carried forward to
Balance Sheet 578.38 485.03
Earnings per Share (Rs.) 4.11 2.35
2. Operating Results & Business Operations
Your Company built-up on the momentum of growth achieved in the
previous year resulting in 58.56% increase in the sales turnover to Rs.
3,537.02 million for the year ended March 31, 2013 as compared to Rs.
2,230.71 million achieved in the previous year. The growth was broad
based with both Active and Passive networking products contributing to
increased turnover. The Operating Profit (Earnings Before Tax and
Depreciation) increased by 70.11% to Rs.198.80 million as compared to
Rs.116.87 million in the previous year.
Your Company has earned a net profit of Rs.123.25 million for the
current year as compared to Rs.70.41 million for last financial year
registering a growth of 75.04% on yearly basis.
3. Dividend
Your Directors have recommended for your consideration the payment of
dividend of Rs.0.50/- per share for the year ended March 31, 2013,
(i.e. @ 25% on the paid up equity capital) to be paid, if approved by
members at the Fifth Annual General Meeting.
4. Composition Of Board Of Directors
Mr. Satish Godbole, Director, of the Company who retires by rotation at
the Fifth Annual General Meeting of the Company and being eligible,
offers himself for re-appointment. The Board recommends his
re-appointment as Director of the Company.
Mr. Gary Yang had been initially appointed as the Managing Director of
the Company by the Shareholders at the Extraordinary General Meeting of
the Members held on June 19, 2009 for a period of 4 years, effective
from July 15, 2009. His term of office expires on July 14, 2013, and
the Board of Directors have recommended the re-appointment of Mr. Gary
Yang as the Managing Director for a further period of 5 years effective
from July 15, 2013.
5. Fixed Deposits
Your Company has not accepted any Fixed Deposits during the year under
review and, as such, no amount of principal or interest was outstanding
as on date of Balance Sheet.
6. Management Discussion And Analysis
The Management Discussion and Analysis including the result of
operations of the Company for the year, as required under Clause 49 of
the Listing Agreement with the Stock Exchanges, is appended to this
Annual Report.
7. Corporate Governance
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Corporate Governance as well as the Auditors''
Certificate regarding compliance of conditions of Corporate Governance
forms a part of the Annual Report.
8. Auditors
The Statutory Auditors, M/s.Deloitte Haskins & Sells, Chartered
Accountants holds office up-to the conclusion of the Fifth Annual
General Meeting. The Board recommends the re-appointment of
M/s.Deloitte Haskins & Sells, Chartered Accountants as the Statutory
Auditors of the Company to hold office from the conclusion of Fifth
Annual General Meeting until the conclusion of next Annual General
Meeting.
9. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
a) Conservation of Energy, Research and Development and Technology
Absorption
Your Company is primarily engaged in Marketing and Trading activities
and has not consumed energy of any significant level and no additional
investment is required to be made for reduction of energy consumption.
However, the Company will continue with its efforts to conserve the
energy. No comment is being made on technology absorption considering
the nature of activities undertaken by your Company during the year
under review.
b) Foreign Exchange Earnings and Outgo
Total foreign exchange earnings and outgo is stated in Notes forming
part of the Financial Statements.
10.Particulars of Employees
Particulars of Employees as required under the provisions of Section
217 (2A) of the Companies Act, 1956 read with Company (Particulars of
Employees) Rules, 1975 and as amended, forms part of this report.
However, in pursuance of Section 219 (1)(b)(iv) of the Companies Act,
1956, this report is being sent to all the members of the Company
excluding the aforesaid information and the said particulars are made
available at the registered office of the Company. The members desirous
of obtaining such particulars may write to the Company Secretary at the
registered office of the Company.
11.Director''s Responsibility Statement
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 and, as amended, the Directors hereby state and confirm that;
a) in the preparation of annual accounts, the applicable accounting
standards have been followed;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2013 and the profit of the Company for
the year ending on March 31, 2013;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a ''going concern'' basis.
12. Acknowledgements
The Directors wish to convey their appreciation to Business Associates,
Business Distributors/ Partners and Bankers for their support and
contribution during the year. The Directors thank the Company''s
employees for their hard work and customers, vendors, investors, for
their continued support.
For and on behalf of the Board of Directors
Gary Yang C. M. Gaonkar
Mumbai, Dated: May 1, 2013 Managing Director Executive Director
& CFO
Mar 31, 2012
The Board of Directors of your Company takes pleasure in presenting the
Fourth Annual Report together with Audited Balance Sheet and Statement
of Profit and Loss for the financial year ended March 31, 2012.
1. Financial Results and Appropriations:
(Rs. in million)
F.Y. 2011- F.Y. 2010-
Particulars 2012 2011
Revenue from operations 2,230.7 1,280.89
Profit Before Depreciation and Tax 116.87 58.95
Less: Depreciation for the year 15.96 9.18
Profit Before Tax (PBT) 100.91 49.77
Less: Provision for Tax
a) Current Tax 28.05 12.50
b) Deferred Tax 2.45 3.08
Profit After Tax 70.41 34.19
Balance brought forward from
previous year 435.62 415.35
Amount available for
Appropriations 506.03 449.54
Transfer to General Reserve 7.05 3.42
Proposed Dividend 12.00 9.00
Tax on Dividend 1.95 1.50
Balance carried forward to
Balance Sheet 485.03 435.62
Earnings per Share (Rs.) 2.35 1.14
2. Operations Review:
The fiscal year under review was one of the significant achievements in
turnover of the Company. Despite higher costs, competition and entry of
a number of players in the market, turnover has reached a record high
of Rs. 2,230.71 million as compared to Rs. 1,280.89 million in the
previous year.
The net profit of the Company stood at Rs. 70.41 million as compared to
Rs. 34.19 million in the previous year. Your Company has shown
significant growth in its core networking products business and also
increased its market share in Structured Cabling Products during the
year.
Your Company during the year introduced 'personal cloud' networking
solution. The mydlink Cloud product line is to enhance its consumer
networking products with fresh and innovative cloud functionality that
aims to personalize consumer internet experience.
The Company launched its new global training program christened "D-Link
Academy". Through "D-Link Academy", the Company aims to train
individuals and transform them into certified networking professional
and eventually respond to the ever growing market demand for networking
products and solutions.
3. Dividend:
Your Directors have recommended for your consideration the payment of
dividend of Re. 0.40 per share for the year ended March 31, 2012, (i.e.
@ 20% on the paid up equity capital) to be paid, if approved by members
at the Fourth Annual General Meeting.
4. Awards and Recognition:
Your Company has received the following awards during the year under
review:
* NCN Editor's Choice award - "Best Router category".
* DQ Channels-Cybermedia Research Channel Satisfaction Survey - "Winner
in Networking category".
* SME Achievers' Awards - "The Best Networking Brand for SME".
* Var India Awards - Best Networking Switch Company.
* Digit Icon of Trust 2012 in Networking segment.
* Computer Active - Best Networking Manufacturer of the year 2012.
* CRN Channel Champion 2011 - No. 1 in SMB Networking.
* CompuVar Channel Awards 2011 - The most popular Vendor (Networking -
Active) of North East India.
* Channel World MVP Awards 2012: " Most Valued Principal - Silver" in
Enterprise Networking - Hardware Category
5. Directors:
Mr. A. P. Chen, Director, of the Company who retires by rotation at the
Fourth Annual General Meeting and being eligible offers himself for
re-appointment. The Board recommends his re-appointment as Director of
the Company.
Ms. Hui Lin Chen Lin, resigned as Director of the Company with effect
from May 3, 2012. The Board places on record its appreciation for the
services rendered by Ms. Hui Lin Chen Lin during her tenure as Director
of the Company. Mr. Anil Bakshi who acted as "Alternate Director" to
Ms. Hui Lin Chen Lin vacated his office in terms of Section 313 of the
Companies Act, 1956 with effect from May 3, 2012.
Mr. Anil Bakshi is appointed as an Additional Director on the Board of
the Company effective from May 3, 2012 to hold office up to the date of
the Fourth Annual General Meeting.
6. Fixed Deposits:
Your Company has not accepted any Fixed Deposits during the year under
review and, as such, no amount of principal or interest was outstanding
as on the date of Balance Sheet.
7. Management Discussion and Analysis:
The Management Discussion and Analysis including the result of
operations of the Company for the year, as required under Clause 49 of
the Listing Agreement with the Stock Exchanges, is appended to this
Annual Report.
8. Corporate Governance:
It has always been the Company's endeavour to exceed and excel through
better Corporate Governance and fair and transparent practices. The
Compliance Report on Corporate Governance forms part of the Annual
Report.
9. Auditors:
The Statutory Auditors M/s Deloitte Haskins & Sells., Chartered
Accountants, hold office upto the conclusion of the Fourth Annual
General Meeting. The Board recommends the re-appointment of M/s
Deloitte Haskins & Sells., Chartered Accountants, having Firm
Registration No.117366 as Statutory Auditors of the Company to hold
office from conclusion of this Annual General Meeting until conclusion
of the next Annual General Meeting.
10. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo:
a) Conservation of Energy, Research and Development and Technology
Absorption.
Your Company is primarily engaged in Marketing and Trading activities
and has not consumed energy of any significant level and no additional
investment is required to be made for reduction of energy consumption.
However, the Company will continue with its efforts to conserve the
energy. No comment is being made on technology absorption considering
the nature of activities undertaken by your company during the year
under review.
b) Foreign Exchange Earnings and Outgo:
Total foreign exchange earnings and outgo is stated in Notes forming
part of the Financial Statements.
11. Particulars of Employees:
Particulars of Employees as required under the provisions of Section
217 (2A) of the Companies Act, 1956 read with Company (Particulars of
Employees) Rules, 1975 and as amended, forms part of this Report.
However, in pursuance of section 219(1)(b)(iv) of the Companies Act,
1956, this report is being sent to all the members of the Company
excluding the aforesaid information and the said particulars are made
available at the registered Office of the Company. The members
desirous of obtaining such particulars may write to the Company
Secretary at the registered office of the Company.
12. Director's Responsibility Statement:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 and, as amended, the Directors hereby state and confirm that;
a) in the preparation of annual accounts, the applicable accounting
standards have been followed;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2012 and the profit of the Company for
the year ending on March 31, 2012;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a 'going concern'
basis.
13. Acknowledgements:
Your Directors wish to thank and place on record their appreciation for
all the employees at all levels for their hard work, solidarity,
co-operation and support during the year. Your Directors wish to place
on record their appreciation to Customers, Shareholders, Vendors,
Business Distributors/ Partners and Bankers for their continued
support.
For and on behalf of the Board of Directors
Gary Yang C. M. Gaonkar
Mumbai, Dated: May 3, 2012 Managing Director Executive Director & CFO
Mar 31, 2011
The Board of Directors of your Company presenting the Third Annual
Report together with Audited Balance Sheet and Profit & Loss Account
for the financial year ended 31st March 2011.
1. Financial Results and Appropriations:
(Rs. in million)
2010-11 2009-10
Turnover 1,273.58 1,327.92
Profit Before Depreciation and Tax 58.95 108.10
Less: Depreciation for the year 9.18 3.76
Profit Before Tax (PBT) 49.77 104.33
Less: Provision for Tax
a) Current Tax 12.50 29.00
b) Deferred Tax 3.08 3.47
Profit After Tax 34.19 71.86
Balance brought forward from
previous year 415.35 385.67
Amount available for Appropriations 449.54 457.53
Transfer to General Reserve 3.42 7.19
Proposed Dividend 9.00 30.00
Tax on Dividend 1.50 4.98
Balance carried forward to
Balance Sheet 435.62 415.35
Earnings per Share (Rs.) 1.14 2.39
2. Operations Review:
The turnover of the Company stood at Rs.1,273.58 million, which is
marginally lower as compared to the previous year turnover of Rs.
1,327.92 million. The decline in revenue has been on account of severe
competition and entry of a number of new players in the market. The
revenue contribution from Small and Medium Enterprise (SME) segment,
which constitutes a large part of the companys revenue was lower
since, the SME segment lagged behind in recovery in the post-recession
period.
The Company had earned a net profit after tax of Rs. 34.19 million as
compared to Rs. 71.86 million in the previous year. The decline in
profit was due to lower profit margins.
3. Dividend:
The Board of Directors of the Company recommended a dividend of Re.0.30
per share (i.e. 15% on paid up capital) on 30,004,850 Equity Shares of
Rs. 2/- each for the financial year 2010-11 to be paid, if approved by
the Members at the ensuing Annual General Meeting.
4. Awards & Recognition:
Your Company has received the following awards during the year under
review:
- CRN Magazine Channel Champion Award 2010: SMB Networking.
- CRN Magazine Channel Champion Award 2010: Home & SOHO Networking.
- DQ Channels Magazine: Channel Choice Award for Wireless Networking.
- ICT Award for Best Network Solution Products category.
- NCN Editors choice award - Best Router category.
- Computer Active Magazine - Best Routing Company.
- ÃBest Networking Vendor in North-East by ITPV Elite regional Channel
Awards.
- Best Networking Switch Company & Best layer Two Switches by VAR
India.
- Winner of ÃReaders Choice Awards 2010 in Wi-Fi category by IC Chip.
5. Directors:
During the year under review, Mr. Anil Bakshi has been appointed as an
Alternate Director to Ms. Hui Lin Chen Lin effective from May 29, 2010.
Mr. Rajaram Ajgaonkar, Director, will be retiring at the ensuing Annual
General Meeting and is eligible for re-appointment. The Board
recommends his re-appointment as Director of the Company.
6. Fixed Deposits:
Your Company has not accepted any fixed deposits during the year under
review and, as such, no amount of principal or interest was outstanding
as on the date of Balance Sheet.
7. Management Discussion and Analysis:
The Management Discussion & Analysis including the result of operations
of the Company for the year under review, as required under Clause 49
of the listing agreement with the stock exchanges, is appended to this
report.
8. Corporate Governance:
The Report on Corporate Governance of the Listing Agreement and the
requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is attached to this Report.
Voluntary Corporate Governance Guidelines of the Ministry of Corporate
Affairs, Government of India broadly outline a framework for corporate
sector on important parameters like appointment of directors, guiding
principles to remunerate directors, responsibilities of the Board, risk
management, the enhanced role of Audit Committee, rotation of audit
partners and firms and conduct of secretarial audit and all these are
receiving attention of the Board of Directors of your Company.
9. Auditors:
The Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants,
retire at the ensuing Annual General Meeting and are eligible for
reappointment.
10. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo:
a) Conservation of Energy, Research and Development and Technology
Absorption:
Your Company is primarily engaged in Marketing and Trading activities
and has not consumed energy of any significant level and no additional
investment is required to be made for reduction of energy consumption.
However, the Company will continue with its efforts to conserve the
energy. No comment is being made on technology absorption considering
the nature of activities undertaken by your company during the year
under review.
b) Foreign Exchange Earnings and Outgo:
Total foreign exchange earnings and outgo is stated in Notes forming
part of the Accounts.
11. Particulars of Employees:
The Particulars of Employees as required under the provisions of
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended is not given as there
were no employees employed for whole or part of the year, who were in
receipt of remuneration for the year amounting to Rs. 60,00,000/- per
year or Rs.5,00,000/- per month, as the case may be.
12. Directors Responsibility Statement:
Pursuant to the provisions of Section 217(2AA) of the Companies
(Amendment) Act, 2000, the Directors hereby state and confirm that:
a) in the preparation of annual accounts, the applicable accounting
standards have been followed;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2011 and the profit of the Company for
the year ending on March 31, 2011;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) the annual accounts have been prepared on a Ãgoing concern basis.
13. Acknowledgements:
Your Directors record the appreciation of wholehearted support of the
valued customers, shareholders, clients, vendors, dealers,
distributors, and bankers throughout the year.
Your Directors wish to express their gratitude and record their sincere
appreciation of the dedicated efforts of all the employees, their
commitment and professionalism despite the challenging environment.
For and on behalf of the Board
Gary Yang C. M. Gaonkar
Managing Director Executive Director & CFO
Mumbai, Dated: May 24, 2011
Mar 31, 2010
The Board of Directors of your Company has pleasure in presenting their
2nd Annual Report together with Audited Balance Sheet and Profit & Loss
Account for the financial year ended 31st March 2010.
1. Financial Results and Appropriation:
Rs. in Millions
Particulars 2009-2010 2008-2009
Turnover (Gross) 1327.92 1324.78
Profit Before Depreciation and Tax 108.10 74.21
Less: Depreciation for the year 3.77 2.24
Profit Before Tax (PBT) 104.33 71.96
Less: Provision for Tax
a) Current Tax 29.00 20.50
b) Deferred Tax 3.47 0.96
c) Fringe Benefit Tax - 2.00
Profit After Tax 71.86 48.50
Amount available for Appropriations 457.53 425.72
TransfertoGeneral Reserve 7.19 4.86
Proposed Dividend 30.00 30.00
Tax on Dividend 4.98 5.18
Balance carried fwd. to Balance Sheet 415.35 385.67
Earning per Share (Rs.) 2.39 1.62
2. Operations Review:
The turnover of the Company was Rs. 1327.92 million as compared to the
previous year turnover of Rs. 1324.78 million and earned a net profit
of Rs. 71.86 million as compared to the profit of Rs. 48.50 million
forthepreviousyear.
3. Listing of Equity Shares:
The Companys Equity Shares allotted on 26th June, 2009 in terms of the
Scheme of Arrangement, are
listed and traded on the Bombay Stock Exchange and the National Stock
Exchange of India Limited effective from 18th December 2009.
4. Dividend:
The Board of Directors of the Company, recommends dividend of Re.l/-
per share (i.e. 50% on paid up capital) to be paid if approved by the
Members at the ensuing Annual General Meeting.
5. Awards & Recognition
Your Company has received the following awards during the year under
review:
D-Link retains CRN - Channels Champions Award 2009 for most preferred
networking Company for Home Networking.
DCC Digit Channel Connect-Top Selling Brand in Switching
MVP Award Channel World - Most Valued Principal in Wireless - Bronze
VAR India Award - Best Networking vendor & Most Trusted Brand
COMPASS - 2009-10, Best Networking Brand in the Compass Exhibition in
March 2010.
ITAO 2010 AWARD - Best Networking Products - Consumer category 2010.
DQ Channels Channel Choice 2009- Best Wired Networking Company, Best
Wireless Networking Company, Best Commercial Terms - Gold Award,
Channel Champions - Silver Award, Best Product Quality - Silver Award,
Best After Sales Support - Silver Award
Compuvar Award- The Most Happening Networking Vendor in North East
These awards are the recognitions for the Info Tech vendors, solution
providers and partners for their relentless and sincere efforts towards
the growth of Indian IT Industry.
6. Directors:
During the year, Mr. C. M Gaonkar, Chief Finance Officer, has been
appointed as Additional Director of the Company with effect from
January 28, 2010 and Executive Director and Chief Finance Officer from
March 1,2010.
Mr. Satish Godbole has resigned as Alternate Director to Ms, Hui Lin
and has been appointed as Additional Director with effect from March
23,2010.
During the year, Mr. K R Naik, Director of the Company resigned from
the Board effective from January 28, 2010. The Board of Directors
wishes to place on record its appreciation of the services rendered by
him during his tenure as director of the Company.
Ms. Hui Lin Chen Lin, Director, will be retiring at the ensuing Annual
General Meeting and is eligible for re- appointment. Mr. C. M Gaonkar,
and Mr. Satish Godbole appointed as additional directors will vacate
their office in terms of section 260 of the Companies Act 1956 at the
ensuing Annual General Meeting of the Company and are eligible for
re-appointment.
7. Fixed Deposits:
Your Company has not accepted any fixed deposits during the year under
review and, as such, no amount of principal or interest was outstanding
as on the date of Balance Sheet.
8. Management Discussion and Analysis:
The Management Discussion & Analysis including the result of operations
of the Company for the year under review, as required under clause 49
of the listing agreement with the stock exchanges, is appended to this
report.
9. Corporate Governance:
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions
aforesaid Clause 49, is attached to this Report.
The Ministry of Corporate Affairs has put forward a set of voluntary
guidelines in December 2009, to be followed by the corporates called as
Corporate Governance - Voluntary Guidelines 2009". The Company is
looking forward to implement the recommendations.
10. Auditors:
The Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants,
retire at the ensuing Annual General Meeting and are eligible for
reappointment.
11. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo:
a) Conservation of Energy, Research and Development and Technology
Absorption: Your Company is primarily engaged in Marketing and Trading
activities and has not consumed energy of any significant level and no
additional investment is required to be made for reduction of energy
consumption. However, the Company will continue with its efforts to
conserve the energy. No comment is being made on technology absorption
considering the nature of activities undertaken by your company during
the year under review.
b) Foreign Exchange Earnings and Outgo: Total foreign exchange earnings
and outgo is stated in Notes forming part of the Accounts.
12. Particulars of Employees:
Particulars of employees as required under the provisions of Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, as amended, forms part of this
report. However, in pursuance of section 219(1) (b) (iv) of the
Companies Act, 1956, this report is being sent to all the members of
the company excluding the aforesaid information and the said
particulars are made available at the registered office of the Company.
The members desirous of obtaining such particulars may write to the
Company Secretary at the registered office of the Company.
13. Directors Responsibility Statement:
Pursuant to the provisions of Section 217(2AA) of the Companies
(Amendment) Act, 2000, the Directors hereby state and confirm that
a) in the preparation of annual accounts, the applicable accounting
standards have been followed
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at March 31, 2010 and the profit of the Company for the
year ending on March 31,2010.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis.
14. Acknowledgements:
Your Directors record the appreciation of the goodwill and wholehearted
support of the valued customers, shareholders, clients, vendors,
dealers, distributors, and bankers throughout the year.
Your Directors wish to express their gratitude and record their sincere
appreciation of the dedicated efforts of all the employees, their
commitment and professionalism despite the particularly challenging
environment.
For and on behalf of the Board
Mumbai C.M. Gaonkar Gary Yang
Dated:May 28.2010 Executive Director & CFO Managing Director
Mar 31, 2009
The Board of Directors of your Company has pleasure in presenting their
1st Annual Report together with Audited Balance Sheet and Profit & Loss
Account for the financial year ended 31 st March 2009.
Pursuant to order passed by the High Court of Bombay at Goa sanctioning
the Scheme of Arrangement and fresh certificate of incorporation
consequent upon change of name issued by the Registrar of Companies,
Goa, the name of the Company has been changed from Smartlink Network
Systems Limited to D- Link(lndia) Limited effective from 15th July
2009.
1. FINANCIAL RESULTS AND APPROPRIATION:
(Rs. in million) 2008-09
Turnover (Gross) 1324.78
Profit Before Depreciation and Tax 74.21
Less: Depreciation for the year 2.24
Profit Before Tax (PBT) 71.96
Less: Provision for Tax
a) CurrentTax 20.50
b) Deferred Tax 0.96
c) Fringe Benefit Tax 2.00
Profit After Tax 48.51
Amount available for
Appropriations 425.72
Transfer to General Reserve 4.86
ProposedDividend 30.00
Tax on Dividend 5.18
Balance carried forward to BalanceSheet 385.67
Earning per Share (Rs.) 1.62
2. SCHEME OF ARRANGEMENT:
During the year under review, the Honble High Court of Bombay at Goa
approved the Scheme of Arrangement between the Company and Smartlink
Network Systems Limited (formerly known as D-Link (India) Limited) vide
its order dated 27th February, 2009. The scheme of arrangement became
effective from 10th June, 2009.
As per the Scheme and in terms of sections 391-394 and other applicable
provisions of the Companies Act, 1956, the Demerged undertaking, namely
Marketing Business stood vested in the Company from the effectivedate
i.e. 10th June, 2009.
Accordingly, the authorized capital of the Company stood enhanced to
Rs. 7,00,00,000/-consisting of 3,50,00,000 equity shares of Rs.2/-
each. Further, the company also issued and allotted on 26th June
2009,3,00,04,850 equity shares of Rs.2/- each fully paid up equity
shares to the shareholders in the ratio of one equity share of
Rs.2/-each held by the equity shareholders of Smartlink Network Systems
Limited (Formerly known as D-Link (India) Limited) in terms of the
Scheme.
In pursuance of the said Scheme, 2,50,000 equity shares of Rs.2/- each
of the Company fully paid up stood extinguished and the paid up equity
share capital of the Company stood thus reduced accordingly.
3. PERFORMANCE:
The turnover of D-Link branded active networking products of the
Company was Rs. 1324.78 million and earned a net profit of Rs.48.51
million forthe period.
4. LISTING OF SHARES:
3,00,04,850 new equity shares of Rs.2/- each of the Company allotted on
26th June, 2009 to the equity shareholders in terms of the Scheme of
Arrangement, are required to be listed on the Bombay Stock Exchange and
the National Stock Exchangeof India Limited.
5. DIVIDEND:
The Board of Directors of the Company, recommended a dividend of Re.1/-
per share to be paid if approved by the Members at the Annual General
Meeting.
6. AWARDS&RECOGNITION:
Your Company has received the following awards during the year under
review:
D-Link retains CRN - Channels Champions Award 2008 for Networking.
DQ Channel - Channel Choice Award - 2008 (Gold for Networking LAN). DQ
Channel - Channel Choice Award - 2008 (Gold for Wireless LAN) D-Link
won hands down on account of its product quality, product demand, value
for money, brand image and after-sales service, in this order.
VAR India -The Best NetworkingVendor- D-Link received the best
networking vendor award amongst the most deserving vendors from the
industry.These awards are the recognitions for the Info Tech vendors,
solution providers and partners for their relentless and sincere
efforts towards thegrowth of Indian ITIndustry.
7. DIRECTORS:
During the year, Mr. A P Chen, Ms. Hui Lin and Mr. Rajaram Ajgaonkar
were appointed as additional directors of the Company w.e.f. 30th March
2009.
Similarly, Mr. Gary Yang was appointed as an additional director of the
Company effective 30th March 2009 and as Managing Director w.e.f. 15th
July 2009.
Mr. Satish Godbole was appointed as an alternate director to Ms. Hui
Lin, the original director, w.e.f. 31 st March 2009.
During the year, Mr. Jangoo Dalai and Mr. K. M. Gaonkar directors of
the Company resigned from the Board w.e.f. 30th March 2009. The Board
of Directors wish to place on record its appreciation of the services
rendered by them during their tenure as directors of the Company.
During the year, Mr. K R Naik, Director, will be retiring at this
annual general meeting and is eligible for re-appointment in terms of
the articles of association of the Company.
Mr. A P Chen, Ms. Hui Lin, Mr. Rajaram Ajgaonkar, and Mr. Gary Yang
appointed as additional directors will vacate their office in terms of
section 260 of the Companies Act 1956 at the ensuing Annual General
Meeting of the Company and are eligible for reappointment. Notices have
been received from members of the company signifying their intention to
propose the appointment as directors of the Company in terms of section
257 of the Companies Act, 1956.
Your Company has not accepted any fixed deposits during the year under
review and, as such, no amount of principal or interest was outstanding
as on the date of Balance Sheet.
The Management Discussion & Analysis is appended to this report.
The Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants,
retire at the ensuing Annual General Meeting and are eligiblefor
reappointment.
a)Conservation of Energy, Research and Development and Technology
Absorption.
Your Company is primarily engaged in Marketing and Trading activities
and has not consumed energy of any significant level and no additional
investment is required to be made for reduction of energy consumption.
However, the Company will continue with its efforts to conserve the
energy. No comment is being made on technology absorption considering
the nature of activities undertaken by your company during the year
under review.
b) Foreign Exchange Earnings and Outgo:
Total foreign exchange earnings and outgo is stated in Notes forming
part of the Accounts.
Particulars of employees as required under the provisions of Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975, as amended, forms part of this
report. However, in pursuance of section 219(1) (b) (iv) of the
Companies Act, 1956, this report is being sent to all the members of
the company excluding the aforesaid information and the said
particulars are made available at the registered office of the Company.
The members desirous of obtaining such particulars may write to the
Company Secretary atthe registered office of the Company.
STATEMENT Pursuant to the provisions of Section 217(2AA) of the
Companies (Amendment) Act, 2000, the Directors hereby state and confirm
that
a) in the preparation of annual accounts, the applicable accounting
standards have been followed.
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and a fair view of the state of affairs
of the Company as at March 31, 2009 and the profit of the Company
forthe period ending on March 31,2009.
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) the annual accounts have been prepared on a going concern1 basis.
Your Directors record the appreciation of the goodwill and wholehearted
support of the valued customers, shareholders, clients, vendors,
dealers, distributors, and bankers throughout the year.
Your Directors wish to express their gratitude and record their sincere
appreciation of the dedicated efforts of all the employees, their
commitment and professionalism despite thechallenging environment.
For and on behalf of the Board
Mumbai K.R. NAIK
Dated: July 18,2009 Chairman