Mar 31, 2023
The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along with the audited financial statements for the financial year ended March 31, 2023.
Financial Resuslts
(Rs. In Lakhs) |
||
Particulars |
2022-23 |
2021-22 |
Net Sales/Income from operations |
16713.76 |
12158.17 |
Other Income |
76.11 |
473.34 |
Total Income |
16789.87 |
12631.51 |
Cost of materials |
10892.68 |
8027.57 |
Changes in Invntories |
56.11 |
(39.45) |
Employee''s Cost |
2558.33 |
2522.29 |
Finance Cost |
327.73 |
162.56 |
Depreciation |
710.08 |
414.40 |
Other Expenses |
1197.41 |
1046.02 |
Total Expenses |
15742.34 |
12133.39 |
Profit / (Loss) before tax |
1047.53 |
498.12 |
Current Tax |
80.43 |
0.00 |
Prior-period Taxx |
0.00 |
(69.09) |
Deferred Tax |
241.71 |
139.62 |
Profit / (Loss) after tax |
725.39 |
427.59 |
Proft / (Loss) attributable to: - Owners of the Company |
725.39 |
427.59 |
- Non controlling interests |
0.00 |
0.00 |
Paid up equity share capital |
487.07 |
487.07 |
Reserves and Surplus (Excl. revaluation reserve) |
3102.48 |
2345.80 |
Earnings per share - basic |
14.89 |
8.78 |
Earnings per share - diluted |
14.89 |
8.78 |
In view of the growth potential and need for more working capital requirement as well capital expenditure, your directors do not recommend any dividend for the Financial Year 2022-2023
During the year under review, the Company has issued 11,63,177 shares to Danlaw Inc pursuant to the NCLT order dated 18th Oct, 2022 on amalgamation of subsidiary Danlaw Electronics Assembly Limited with Danlaw Technologies India Limited..Share Capital of the Company as on March 31, 2023 is as follows:
Authorized Capital - Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore twenty lakhs) Equity Shares of Rs. 10 each.Issued, Subscribed and Paid Up Capital - Rs. 4,87,06,670/- (Rupees Four crores eighty seven lakhs six thousand six hundred and seventy only) divided into 48,70,667 (Forty eight lakhs seventy thousand six hundred and sixty seven only) Equity Shares of Rs. 10 each.
Revenue from operations for the fiscal year has increased by 32.91% to Rs.16,790 lacs as compared to Rs.12,632 lacs in the previous year. The net Profit for the fiscal year increased by 73.62% to Rs.757 lacs as compared to Rs.436 lacs in the previous year.
The other income for the fiscal year of Rs.76.11 lacs includes Rs.61.94 lacs of lease rental income, Rs. 13.37 lacs of interest income. In the previous year the other income includes Rs.355.62 lacs of profit on sale of investment in subsidiary (Danlaw Technologies Inc), Rs.104.68 lacs of Lease Rental income, Rs.13.04 lacs interest income.
Change in the nature of business, if any
During the year under review, there has been no change in the nature of business of the Company.
Material Changes and Commitments Affecting the Financial Position of the Company
During the year the companyâs subsidiary Danlaw Electronics Assembly Limited has been amalgamated with Danlaw Technologies India Limited pursuant to NCLT order dated 18th October 2022 with appointed date as 1st April 2022. The amalgamation brings in synergy of design/development capability with that of manufacturing capability on one platform for optimal utilization of resources and installed capacities.
Except for the above there have been no material changes and commitments, affecting the financial position of the company which occurred during and between the end of the financial year to which the financial statements relate and the date of this report.
Events subsequent to the date of financial statement
There are not major events subsequent to the date of financial statement
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 are no significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
Internal financial control systems and their adequacy
The Companyâs internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.
There are no subsidiary companies since the subsidiary Danlaw Electronics Assembly Limited has got merged with our company.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the data of the balance sheet.
In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a period of five years from the conclusion of the 29th Annual General Meeting till the Annual General Meeting to be held in the calendar year 2027 Your Company has received confirmation from the said Auditor that their appointment is within the limits prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(1)(a) of Companies (Audit and Auditors) Rules, 2014.
The requirement for the annual ratification of auditorsâ appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.
There are no qualifications, reservations or adverse remarks made by M/s. CSVR & Associates, Chartered Accountants, and Statutory Auditors in their report for the Financial Year ended 31st March, 2023.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed .Mr B V Saravana Kumar, Company Secretary in Practice (CP No 11727) to conduct the Secretarial Audit of the Company and related records for the year ended 31st March 2023. The Secretarial Audit Report of the Company is annexed herewith as Annexure and forms an integral part of this report.
Secretarial Auditorsâ Report
There are no qualifications, reservations or adverse remarks made by Mr B V Saravana Kuma, Practicing Company Secretary in their report for the financial year ended 31st March, 2023.
The Board on the recommendations of the Audit Committee has appointed M/s. Ramana Reddy & Associates, Chartered Accountants as internal auditors of the Company. The Internal Auditors are submitting the reports regularly.
Pursuant to Section 148(1) of the Companies Act, 2013 read with Rules of The Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records from the financial year 2023-24
Further, pursuant to Section 148(2) of the Companies Act, 2013 read with Rules of The Companies (Cost Records and Audit) Rules, 2014, the Cost records of your Company are required to be audited by a qualified Cost Accountant. Accordingly, the Board of Directors at their Meeting held on 8 August 2023, based on the recommendation of the Audit Committee, have appointed M/s. Sagar & Associates (Firm Registration No: 000118) as Cost Auditors of the Company, to carry out the Cost Audit for the financial years ending 31 March 2023 and 31 March 2024.
The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors.
Pursuant to Section 148(3) of the Companies Act, 2013 read with Rules of The Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their meeting held on 8 August 2023, based on the recommendation of Audit Committee, approved the remuneration of Cost Auditors. The resolution for ratification of remuneration of the Cost Auditors is proposed for approval of the Members at the ensuing AGM of the Company
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the www.danlawtechnologies.com
Conservation of energy and technology absorption
a) Conservation of energy
Your Company is engaged in the business of software and information technology and has no specific activities relating to conservation of energy and technology absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The Company has taken necessary measures wherever possible for the conservation of energy. However, your Company uses information technology extensively in its operations and also continues its endeavor to improve energy conservation and utilization, safety and environment.
b) Research & Development and Technology Absorption:
(i) R & D: Your Company has a team of people working on R & D in the areas of emerging technologies.
(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.
Foreign exchange earnings and outgo: The particulars of foreign exchange earnings and outgo are given below. Rs. In Lacs |
||||
Particulars |
2022-2023 |
2021-2022 |
||
Earnings |
422.47 |
891.35 |
||
Outgo |
5580.10 |
5208.89 |
Corporate social responsibility policy
The Company was not required to constitute Corporate Social Responsibility (CSR) Committee as the company has not met any of the thresholds mentioned in section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about the policy on Corporate Social Responsibility and initiative taken are not applicable to the company.
Directors and Key Managerial Personnel
1. Mr Raju S Dandu - Whole-time Director and Executive Chairman
2. Mr Naga Satyanarayana Sappata - Independent Director
3. Mr T Ravikumar - Independent Director
4. Mrs M Sridevi - Non Executive Non Independent Director
5. Mr Timothy Matthew Morris - Additional Director
6. Mr Muppanna Ankaiah Ashokkumar - Additional and Independent Director
7. Mr A V RK Varma - CFO
8. Mr Gaurav Padmawar - Company Secretary
All the Independent Directors of your Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Rules made there under and also as per applicable regulations of the SEBI (LODR) Regulations, 2015.
None of the Directors are disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.
Familiarization Programme For Independent Directors:
On appointment of an individual as Independent Director, the Company issues a formal Letter of Appointment to the concerned director, setting out in detail, the terms of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a formal familiarization program. The programme also provides awareness of the Independent Directors on their roles, rights, responsibilities towards the Company. Further, the Familiarization Programme also provides information relating to the financial performance of the Company and budget and control process of the Company.
Meeting of the Board of Directors
Six meetings of the board were held during the year. The Meetings were held on 30th May, 2022, 13thAugust 2022, 01st September 2022, 14th November, 2022, 23rd December 2022, 14th February and 2023 The maximum interval between any two meetings did not exceed 120 days. The meeting of Independent Directors held on 14th February 2023.
As on 31st March, 2023, the Audit Committee consists of three directors as its members, out of whom two are independent non-executive directors and one is Whole-time Director.
There were 4 (four) meetings held on 30th May 2022, 13th August 2022, 14th November 2022 and 14th February 2023 during the Financial Year 2022-23
Names of the members and the Chairman of the Committee as on 31st March, 2023:
Name |
Category |
Mr. Raju S Dandu |
Executive Director |
Mr. Naga Satyanarayana Sappata |
Non-Executive - Independent Director |
Mr. T Ravikumar |
Non-Executive - Independent Director-Chairman |
Necessary quorum was present in all meetings .Mr.T Ravikumar Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of the Company.
The terms of reference to the Audit Committee cover the matter specified for Audit Committee under Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.
Nominations and Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under section 178 of the Companies Act, 2013 read with the Regulation 19 of the SEBI Listing Regulations.
Tw0 meeting of the Nomination and Remuneration Committee was held during the year. The dates on which the said meetings were held on 23.12.2022 and 14.02.2023
Names of the members and the Chairman of the Committee as on 31st March, 2023 are given below
Name |
Category |
Mr. Naga Satyanarayana Sappata |
Independent Non-executive - Chairman |
Mr. M Sridevi |
Non Independent Non-executive |
Mr.Ravi Kumar Tamma |
Independent Non-executive |
Stakeholder Relationship Committee
The Stakeholder Relationship Committee (SRC) of the Board of Directors meets the Criteria laid down under Section 178 of the Companies Act, 2013, read with the Regulation 20 of the SEBI Listing Regulations.
One meeting of the Stakeholders Relationship committee was held during the year. The dates on which the said meetings was held on 23.12.2022
M/s. NDML Database Management Ltd, the Registrars and Share Transfer Agents, maintains the share accounting package and upgrades the data on weekly basis, as per the information received from NSDL / CDSL
Names of the members and the Chairman of the Committee as on 31st March, 2023 are given below
Name |
Category |
Mr Raju S Dandu |
Executive Director |
Mr. Naga Satyanarayana Sappata - |
Independent Non-executive |
Mr.Ravi Kumar Tamma - |
Independent Non-executive- Chairperson |
Particulars of loans, guarantees or investments under section 186
In the Financial Year 2022-23, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.
Particulars of contracts or arrangement with related parties:
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.
a. The ratio of remuneration of Whole Time Director to the median remuneration of the employees of the Company for the financial year: 4.11
b. No other directors are paid remuneration except sitting fees
c. The number of permanent employees on the rolls of the Company: 108
None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.
Vigil Mechanism/ Whistle Blower Policy
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and in terms of regulation 22 of the SEBI Listing Regulation (URL: www.danlawtechnologies.com).
Obligation of Company under the Sexual Harassment of Women Workplace (Prevention,Prohibition and Redressal) Act, 2013
During the financial year 2022-2023, the Company has not received any complaint of sexual harassment against women employees of the Company.
Industry based disclosures as mandated by the respective laws governing the company
The Secretarial audit report for the financial year 2022-23 has briefed on compliance of industry-based disclosures and concerned laws governing the company.
A Certificate from Chairman & Managing Director and Chief Financial Officer on the financial statements of the Company and on the matters which were required to be certified according to the Regulation 17(8) of the Listing Regulations, was placed before the Board and accordingly confirmed to the Board that to the best of their knowledge and belief, the financial statements and cash flow statements present a true and fair view of the Companyâs affairs. CEO and CFO certification forms part of this report as
Managements Discussion and Analysis:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managementâs discussion and analysis is set out in this Annual Report & marked as Annexure.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
i) In the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) Appropriate accounting policies had been selected 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 at the end of the financial year 31st March, 2023 and of the Profit and Loss of the Company for that period;
(iii) Proper and sufficient care has been taken 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;
(iv) The annual accounts have been prepared on a going concern basis;
(v) Internal financial controls have been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
(vi) That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
Adequacy of Internal Financial Controls with Reference to the Financial Statements
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2022-23.
Your Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
Your company shares are listed with the BSE Limited. The listing fee has been paid for the financial year 2023-2024.
As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âLODR Regulationsâ), the compliances with corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 are applicable to the Company only if itâs paid up Capital exceeds Rs. 10 Crores and if Networth is above Rs. 25 Crores.
The following are the Paid up Capital and Networth details as on 31st March 2022 of the Company In Lacs |
|||
S No. |
Particulars |
Amount as on 31.03.2022 |
|
1 |
Paid up Capital |
370.75 |
|
2 |
Networth |
2,257.31 |
In light of the above, Corporate Governance Report is not applicable to the Company during the period under review. Hence corporate governance report has not been enclosed to directors report.
Your Directors place on record their gratitude and appreciation for the continued cooperation and excellent support received from all the quarters.
Your Directors also wish to place on record their appreciation for the sincere contributions received from the employees of the Company in enabling it to achieve the performance during the year under review and the valuable co-operation and continuous support extended by the Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory authorities and other business associates.
Mar 31, 2018
To,
The Members,
The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along with the audited financial statements for the financial year ended March 31, 2018. Consolidated performance of the Company and its subsidiary has been referred to wherever required.
FINANCIAL RESULTS
Rs. in Lakhs
Particulars |
2017-18 |
2016-17 |
||||
DTIL |
WOS |
Cons. |
DTIL |
WOS |
Cons. |
|
Net sales/Income from operations |
1820.83 |
137.24 |
1958.07 |
1149.29 |
152.58 |
1301.87 |
Other Income |
71.51 |
1.34 |
72.85 |
109.16 |
- |
109.15 |
Total Income |
1892.34 |
138.57 |
2030.91 |
1258.45 |
152.57 |
1411.02 |
Cost of materials |
693.54 |
_ |
693.54 |
180.21 |
- |
180.21 |
Employeeâs Cost |
772.78 |
88.49 |
861.27 |
707.93 |
93.26 |
801.09 |
Finance cost |
0.63 |
- |
0.63 |
2.31 |
- |
2.31 |
Depreciation |
18.75 |
- |
18.75 |
19.25 |
- |
19.25 |
Other Expenses |
245.64 |
10.52 |
256.16 |
188.91 |
12.07 |
200.98 |
Total Expenses |
1731.34 |
99.01 |
1830.35 |
1098.61 |
105.23 |
1203.84 |
Profit / (Loss) before tax |
161.00 |
39.56 |
200.56 |
159.84 |
47.34 |
207.18 |
Current Tax |
35.95 |
7.70 |
43.65 |
35.66 |
9.10 |
44.76 |
Deferred Taxes |
13.33 |
- |
13.33 |
319.69 |
- |
319.69 |
Profit / (Loss) after tax |
111.72 |
31.86 |
143.58 |
(195.51) |
38.24 |
(157.27) |
Paid up equity share capital |
370.75 |
295.66 |
370.75 |
372.03 |
295.66 |
372.03 |
Reserves and Surplus (excl. revaluation reserve) |
2015.59 |
222.81 |
2238.40 |
1908.24 |
196.58 |
2104.82 |
Earnings per share - Basic |
3.01 |
3.87 |
(5.26) |
(4.23) |
||
Earnings per share - Diluted |
3.01 |
3.86 |
(5.26) |
(4.23) |
Dividend
In view of requirement of funds for expansion / operations, the Board of Directors of your Company does not recommend any dividend for the financial year 2017-18.
Transfer to Reserve
Since there is no surplus in Profit and Loss account, there is no transfer to general reserve.
Companyâs Performance (Stand Alone)
Revenue from operations has increased by about 58% to Rs.1820.83 lacs. The net Profit before Extraordinary items and Tax for the fiscal year is Rs.161.00 lacs as compared to a Profit of Rs.159.84 lacs in the previous year. Due to lapse of brought forward loss from earlier years the deferred tax asset has impacted with a reduction of Rs.319.69 lacs in the year 2016-17. Your management continued to control the costs without compromising the future delivery capacity.
The other income of Rs.71.51 lacs includes about Rs.56.17 lacs of interest income. The management continues to put efforts to collect all the receivables from our customers.
Change in the nature of business, if any
There is no change in the nature of business.
Events subsequent to the date of financial statement
The Company has acquired Titan TimeProducts Limited, Goa having the electronics assembly lines for a consideration of Rs.18.50 crores through share purchase agreement on 18th June, 2018. Thus Titan Timeproducts Ltd has become a 100% subsidiary and subsequently name changed to Danlaw Electronics Assembly Limited. The acquisition is to facilitate the need of the company to manufacture its electronic products utilizing the assembly lines and expertise of Titan Time Products Limited.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
No significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
Internal financial control systems and their adequacy
Danlawâs internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.
Subsidiary Companies
The Company has a wholly owned subsidiary in USA, Danlaw Technologies, Inc. Performance and financial position has been given above in the financial results.
Deposits from public
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the data of the balance sheet.
Auditors
In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a period of five years from the conclusion of the 24 th Annual General Meeting upto the conclusion of 29th Annual General Meeting. Your Company has received confirmation from the said Auditor that their appointment is within the limits prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(1)(a) of Companies (Audit and Auditors) Rules, 2014. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by the members at every AGM. Therefore, the Board of Directors recommend to the Members for ratification accordingly.
Auditorsâ report and secretarial auditorsâ report
The auditorsâ report and secretarial auditorsâ report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.
Extract of the Annual Return
The extract of the annual return in Form No. MGT - 9 is annexed and shall form part of the Boardâs Report.
Conservation of energy and technology absorption a) Conservation of energy
Your Company is engaged in the business of software and information technology and has no specific activities relating to conservation of energy and technology absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The Company has taken necessary measures wherever possible for the conservation of energy. However, your Company uses information technology extensively in its operations and also continues its endeavor to improve energy conservation and utilization, safety and environment.
b) Research & Development and Technology Absorption:
(i) R & D: Your Company has a team of people working on R & D. This year no revenue expenditure was deferred.
(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.
Foreign exchange earnings and outgo:
The particulars of foreign exchange earnings and outgo are given below.
Corporate social responsibility policy
Not applicable
Directors and Key Managerial Personnel
1. Mr. Raju S Dandu -- Chairman and Managing Director(KMP)
2. Mr. M A Ashok Kumar -- Independent Director
3. Mr. Naga Satyanarayana Sappata -- Independent Director
4. Mr. T .Ravi Kumar -- Independent Director
5. Mr. N Praveen Kumar -- Independent Director
6. Mrs. P.Sundaramma -- Independent Director
7. Mr. AVRK Varma -- Chief Financial Officer (KMP)
8. Mrs. V .Padmaja -- Company Secretary (KMP)
Key managerial personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013 (the Act) read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company has complied with the provisions by appointing CS, CFO with effect from 28 th May,2014.
Meeting of the Board of Directors
Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
Board Evaluation
The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (âSEBIâ) under Clause 49 of the Listing Agreements (âClause 49â). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
Audit Committee
Four meetings of the committee were held during the year. For details of the meetings of the committee, please refer to the corporate governance report, which forms part of this report.
Nominations and Remuneration Committee
Please refer to the corporate governance report, which forms part of this report.
Particulars of loans, guarantees or investments under section 186
In the Financial Year 2017-18, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.
Particulars of contracts or arrangement with related parties:
None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report.
Managerial Remuneration
a. The ratio of remuneration of Managing Director to the median remuneration of the employees of the Company for the financial year: 4.90
b. No other directors are paid remuneration except sitting fees
c. There is no increase in the remuneration of MD in the financial year.
d. The number of permanent employees on the rolls of the Company: 104
Particulars of employees
None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.
Disclosure requirements
As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with compliance certificate of practicing company secretary thereon and management discussion and analysis are attached, which form part of this report
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.danlawtechnologies.com).
Disclosure about cost audit
Not applicable to the Company
Industry based disclosures as mandated by the respective laws governing the company
The Secretarial audit report for the financial year 2017-18 has briefed on compliance of industry based disclosures and concerned laws governing the company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
ii. 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 at the end of the financial year and of the profit of the Company for that period;
iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts on a going concern basis;
v. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
vi. 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.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2017-18.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude and appreciation for the continued cooperation and excellent support received from all the quarters.
Your Directors also wish to place on record their appreciation for the sincere contributions received from the employees of the Company in enabling it to achieve the performance during the year under review and the valuable co-operation and continuous support extended by the Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory authorities and other business associates.
By order of the Board
For Danlaw Technologies India Ltd.
Raju S Dandu
Place : Hyderabad Chairman & Managing Director
Date : May 30, 2018 (DIN : 00073484)
Mar 31, 2015
To,
The Members,
The Directors submit annual report of Danlaw Technologies India Limited
(DTIL) along with the audited financial statements for the financial
year ended March 31, 2015. Consolidated performance of the Company and
its subsidiary has been referred to wherever required.
FINANCIAL RESULTS
Rs. in Lakhs
2014-15 2013-14
Particulars DTIL WOS Cons. DTIL WOS Cons.
Net sales/
Income from
operations 874.07 262.30 1136.37 833.55 434.44 1267.99
Other Income 120.63 - 120.63 122.23 - 122.23
Total Income 994.70 262.30 1257.00 955.78 434.44 1390.22
Cost of
materials 135.72 - 135.72 178.92 4.72 183.64
Employee's
Cost 543.76 167.71 711.47 504.42 194.81 699.23
Finance cost - - - 0.35 - 0.35
Depreciation 26,49 - 26.49 22.60 0.30 22.90
Other Expenses 171.04 13.85 184.89 188.60 29.11 217.71
Total Expenses 877.01 80.74 198.43 894.89 228.94 1123.83
Profit /
(Loss) before
tax 117.69 80.74 198.43 60.89 205.50 266.39
Exceptional
Items - 65.94 65.94 - - -
Profit before
extraordinary
items and tax 117.69 146.68 264.37 60.89 205.50 266.39
Current Tax 25.87 6.32 32.19 1.53 8.67 10.20
Deferred Taxes (2.32) 46.43 44.11 19.01 68.23 87.24
Profit/(Loss)
after tax 94.14 93.93 188.07 40.35 128.60 168.95
Paid up equity
share capital 372.03 295.66 372.03 372.03 295.66 372.03
Reserves and
Surplus
(excl.
revaluation
reserve) 1919.32 95.32 2014.64 1871.03 (14.60) 1856.43
Earnings
per share 2.53 - 5.06 1.08 - 4.54
DIVIDEND
In view of requirement of funds for expansion / operations, the Board
of Directors of your Company does not recommend any dividend for the
financial year 2014-15.
TRANSFER TO RESERVE
Since there is no surplus in Profit and Loss account, there is no
transfer to general reserve.
COMPANY'S PERFORMANCE (STAND ALONE)
Revenue from operations has increased by about 5% to Rs.874.07 lacs.
The net Profit before Extraordinary items and Tax for the fiscal year
is Rs.117.69 lacs as compared to a Profit of Rs.60.89 lacs in the
previous year. Profit after Extraordinary items and tax for the fiscal
year is Rs.94.14 lacs as compared to a Profit of Rs.40.35 lacs in the
previous year. Your management continued to control the costs without
compromising the future delivery capacity.
The other income of Rs.120.63 lacs includes about Rs.109.87 lacs of
interest income, Rs.8.69 lacs of exchange gain and Rs.2.07 lacs of
profit on sale of assets. The management continues to put efforts to
collect all the receivables from our customers.
Change in the nature of business, if any
There is no change in the nature of business.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT
There are no material changes occurred subsequent to the close of
financial year of the company.
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 No significant and material orders were passed by
regulators or courts or tribunals impacting the going concern status
and Company's operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Danlaw's internal financial control systems are commensurate with its
size and the nature of its operations. These have been designed to
provide reasonable assurance with regard to recording and providing
reliable financial and operational information, complying with
applicable statutes, executing transactions with proper authorization
and ensuring compliance of corporate governance.
SUBSIDIARY COMPANIES
The Company has a wholly owned subsidiary in USA, Danlaw Technologies,
Inc. Performance and financial position has been given above in the
financial results. Effective April 15, 2014, the Company sold education
billing services division for a consideration of $ 110,356 and the same
was realized during the financial year.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the data of the balance sheet.
AUDITORS
In terms of the provisions of Section 139(1) of the Companies Act, 2013
and Companies (Audit and Auditors) Rules, 2014 the Company appointed
the Statutory Auditors for a period of three years from the conclusion
of the 21st Annual General Meeting upto the conclusion of 24th Annual
General Meeting. Your Company has received conf irmationf rom the said
Auditor that their appointment is within the limits prescribed under
Section 139(1) of the Companies Act, 2013 and Rule 4(1) (a) of
Companies (Audit and Auditors) Rules, 2014. As per the provisions of
Section 139(1) of the Act, their appointment for the above tenure is
subject to ratification by the members at every ATG. Therefore, the
Board of Directors recommend to the Members for ratification
accordingly.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The auditors' report and secretarial auditors' report does not contain
any qualifications, reservations or adverse remarks. Report of the
secretarial auditor is given as an annexure which forms part of this
report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 is annexed and
shall form part of the Board's Report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
a) Conservation of energy
Your Company is engaged in the business of software and information
technology and has no specific activities relating to conservation of
energy and technology absorption as required to be disclosed under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the
Companies (Accounts) Rules, 2014. The Company has taken necessary
measures wherever possible for the conservation of energy. However,
your Company uses information technology extensively in its operations
and also continues its endeavor to improve energy conservation and
utilization, safety and environment.
b) Research & Development and Technology Absorption:
(i) R&D: Your Company has a team of people working on R & D. This year
no revenue expenditure was deferred.
(ii) Technology Absorption: Your Company continues to use state of the
art technology for improving the productivity and quality of its
products and services. To create adequate infrastructure, your Company
continues to invest in the latest hardware and software.
Corporate social responsibility policy
Not applicable
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Mr. Raju S Dandu - Chairman and Managing Director(KMP)
2. Mr.MAAshokKumar - Independent Director
3. Mr.NagaSatyanarayanaSappata - Independent Director
4. Mr. T.Ravi Kumar - Independent Director
5. Mr. NPraveen Kumar - Independent Director
6. Mrs.P.Sundaramma - Additional Director
7. Mr. AVRK Varma - Chief Financial Officer (KMP)
8. Mrs.V.Padmaja - Company Secretary (KMP)
Pursuant to the provisions of Section 149 of the Act, Mr. MA Ashok
Kumar, Mr. Naga Satyanarayana Sappata, Mr. T Ravi Kumar, Mr. N Praveen
Kumar were appointed as independent directors at the annual general
meeting of the Company held on September 30,2014. The terms and
conditions of appointment of independent directors are as per Schedule
IV of the Act. They have submitted a declaration that each of them
meets the criteria of independence as provided in Section 149(6) of the
Act and there has been no change in the circumstances which may affect
their status as independent directors during the year.
Further, during the financial year under review the following
Appointment, Re-appointment, Change in Designation, Resignation of
Directors have occurred:
1) Mrs. Sundaramma Patibandla was appointed as Additional Director on
the Board of the Company with effect from 25th March, 2015 to comply
with the second proviso of Section 149(1) of the Companies Act, 2013
relating to the mandatory appointment of woman director on board of a
listed company. The resolution seeking approval of the Members for the
appointment of Mrs. Sundaramma P has been incorporated in the notice of
the forthcoming annual general meeting of the Company along with brief
details about her. The Company has received a notice under Section 160
of the Act along with requisite deposit proposing the appointment of
Mrs. Sundaramma P.
2) Mr. Raju S Dandu was appointed as Managing Director for 5 years
effective 1st April 2011. Since he is the only non-independent director
and to comply with Section 152 of the Companies Act, 2013 he is to be
treated as Director for the purpose of retirement by rotation. The
resolution seeking approval of members for the re- appointment of Mr.
Raju S Dandu as Director who retires by rotation is incorporated in the
notice of the forthcoming annual general meeting.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013
(the Act) read with Rule 8 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your company has
complied with the provisions by appointing CS, CFO with effect from
28th May,2014.
MEETING OF THE BOARD OF DIRECTORS
Five meetings of the board were held during the year. For details of
the meetings of the board, please refer to the corporate governance
report, whichf orms part of this report.
BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
AUDIT COMMITTEE
Four meetings of the committee were held during the year. For details
of the meetings of the committee, please refer to the corporate
governance report, whichf orms part of this report.
NOMINATIONS AND REMUNERATION COMMITTEE
Please refer to the corporate governance report, whichforms part of
this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
In the Financial Year 2014-15, the Company has not given any loan,
guarantees or made any investments exceeding sixty per cent of its
paid-up share capital, free reserves and securities premium account or
one hundred per cent of its free reserves and securities premium
account, whichever is higher, as prescribed in Section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3) (h) of the Act read with rule 8(2)
of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form
AOC-2 and the same forms part of this report.
MANAGERIAL REMUNERATION
a. The ratio of remuneration of Managing Director to the median
remuneration of the employees of the Company for the financial year:
2.70
b. No other directors are paid remuneration except sitting fees
c. There is no increase in the remuneration of MD, CFO or CS in the
financial year.
d. The number of permanent employees on the rolls of the Company: 97
PARTICULARS OF EMPLOYEES
None of the employees of your Company is in receipt of remuneration
requiring disclosure pursuant to the provisions of Section 134(3) (q)
of the Companies Act, 2013 read with Rule 5(2) the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Hence, no such particulars in this regard are annexed.
DISCLOSURE REQUIREMENTS
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with compliance certificate of
practicing company secretary thereon and management discussion and
analysis are attached, which form part of this report
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges (URL:
www.danlawtechnologies.com).
Disclosure about cost audit
Not applicable to the Company
Industry based disclosures as mandated by the respective laws
governingthe company
The Secretarial audit report for the financial year 2014-15 has briefed
on compliance of industry based disclosures and concerned laws
governing the company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
ii. 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 at the end of the financial year and of the profit of
the Company for that period;
iii. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. the directors had prepared the annual accounts on a going concern
basis;
v. the directors had laid down internal financial controls to be
followed by the Company and such internal financial controls are
adequate and operating effectively;
vi. 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.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during thefinancial year2014-15.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude and appreciation for the
continued cooperation and excellent support received from all the
quarters.
Your Directors also wish to place on record their appreciation for the
sincere contributions received from the employees of the Company in
enabling it to achieve the performance during the year under review and
the valuable co-operation and continuous support extended by the
Bankers, Consultants, Stakeholders, Strategic Investor, various
Government and Statutory authorities and other business associates.
Place : Hyderabad By order of the Board
Date : July 25,2015 For Danlaw Technologies India Ltd.
Raju S Dandu
Chairman & Managing Director
(DIN : 00073484)
Mar 31, 2014
Dear Members,
The Directors take pleasure in presenting the 21st Annual Report and
the Audited Statement of Accounts for the year ended 31st March 2014.
FINANCIAL PERFORMANCE
Key aspects of your Company''s financial performance for the year
2013-14 are tabulated below:
Rs. in Lakhs
Particulars 2013-14 2012-13
DTIL wos Cons. DTIL WOS Cons.
Net sales/Income 833.55 434.44 1267.99 869.99 363.04 1233.03
from operations
Other Income 122.23 _ 122.23 113.37 _ 113.37
Total Income 955.78 434.44 1390.22 983.36 363.04 1346.40
Cost of materials 178.92 4.72 183.64 162.29 _ 162.29
Employee''s Cost 504.42 194.81 699.23 444.74 209.05 653.79
Finance cost 0.35 - 0.35 0.06 - 0.06
Depreciation 22.60 0.30 22.90 17.55 0.53 18.08
Other Expenses 188.60 29.11 217.71 173.26 19.50 192.76
Total Expenses 894.89 228.94 1123.83 797.90 229.08 1026.98
Profit / (Loss) 60.89 205.50 266.39 185.46 133.96 319.42
before tax
Exceptional Items - - - - 111.07 111.07
Profit before 60.89 205.50 266.39 185.46 22.89 208.35
extraordinary
items and tax
Current Tax 1.53 8.67 10.20 - 4.98 4.98
Deferred Taxes 19.01 68.23 87.24 59.76 6.61 66.37
Profit / (Loss) 40.35 128.60 168.95 125.70 11.30 137.00
after tax
Paid up equity 372.03 295.66 372.03 372.03 295.66 372.03
share capital
Reserves and 1871.03 (14.60) 1856.43 1830.68(153.80) 1676.88
Surplus
(excl.
revaluation
reserve)
Earnings per share 1.08 4.54 3.38 3.68
Revenue from operations has increased by about 3% to Rs.1,267.98 lacs.
The net Profit before exceptional items and Tax for the fiscal year is
Rs.266.39 lacs as compared to a Profit of Rs208.35 lacs in the previous
year. Profit after exceptional items and tax for the fiscal year is
Rs.168.95 lacs as compared to a Profit of Rs.137.00 lacs in the
previous year.
In spite of the wage pressures in the market, your management continued
to control the costs without compromising the future delivery capacity.
This has resulted in Net Profit (before tax) of about Rs.266.39 lacs as
compared to Rs.208.35 lacs in the previous financial year.
The other income of approximately Rs.122 lacs includes about Rs.21 lacs
of exchange gain and about Rs.100 lacs of interest income. The
management continues to put efforts to collect all the receivables from
our customers.
CORPORATE GOVERNANCE
The Corporate governance practices are described separately in page
no.7 of this Annual Report. We have obtained a certificate from the
Practicing Company Secretary as to the compliance of the provisions of
the relevant clauses of the Listing Agreement. This certificate is
given in page no.11.
EMPLOYEE PARTICULARS
No employee of the Company falls within the limits prescribed under the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
FIXED DEPOSITS
The Company has not accepted or invited any deposits and consequently
no deposit has matured / become due for repayment as on 31st March
2014.
WHOLLY OWNED SUBSIDIARY
The Company has a wholly owned subsidiary in USA, Danlaw Technologies
Inc. The financial statements of the said Company have been attached
herewith for complying with the provisions of Section 212 of the
Companies Act, 1956.
Effective April 15,2014, the company sold its educational billing
services division. The sales agreement for USD 90,000 provides for a
down payment of USD 50,000 and the balance of USD 40,000 is payable on
July 1, 2014 provided the company completes certain transition
obligations to the purchaser. The agreement also provides for
contingent consideration of USD 25,000 based on the retention of
certain customers.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A management discussion and analysis report, pursuant to clause 49 of
the listing agreement forms part of this report and is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors of the Company confirms that:
a) In the preparation of annual accounts for the year ended 31st March
2014, the applicable accounting standards have been followed along with
proper explanation relating to any material departures.
b) Such accounting policies as mentioned in schedule of the notes to
the financial statements have been selected and applied consistently
and 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 for
the financial year ended 31st March 2014 and of the profit and loss of
the Company for the year ended on that date.
c) Proper and sufficient care has been taken 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 for the financial year 2013-2014 have been
prepared on a going concern basis.
DIRECTORS
Mr. M.A. Ashok Kumar retires by rotation at the ensuing general meeting
and is proposed to be re-appointed. In compliance with the provisions
of Section 149 of the Companies Act, 2013 and the rules, circulars
thereof, Mr. N.S. Sappata, Mr. K.N. Praveen Kumar and Mr. T. Ravi Kumar
who are appointed as independent directors prior to 1st April 2014 are
proposed to be re-appointed as independent directors for a term of five
consecutive years at the ensuing general meeting.
AUDITORS
M/s.Ramana Reddy & Associates Chartered Accountants, Statutory Auditors
of the Company, retire at the conclusion of the ensuing annual general
meeting. They have expressed their willingness to accept reappointment.
M/s. Ramana Reddy & Associates Chartered Accountants have confirmed
that their appointment, if made, shall be in accordance with the
provisions of Section 139 of the Companies Act, 2013 and the rules
thereunder for a term from the conclusion of this AGM to 24th AGM of
the company subject to ratification of the appointment by members at
every AGM held after this AGM.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED
U/s.217(l)(e) OF THE COMPANIES ACT, 1956
a) Conservation of Energy:
The Company is engaged in the business of Software and Information
Technology. The activity of the Company does not require huge
energy/power. The Company is monitoring the consumption of energy and
is identifying measures for saving energy. During the year the Company
has taken adequate measures to use energy efficiently and reduce
avoidable energy consumption.
b) Research & Development and Technology Absorption:
(I) R & D: Your Company has a team of people working on R & D. This
year no revenue expenditure was deferred.
(ii) Technology Absorption: Your Company continues to use state of the
art technology for improving the productivity and quality of its
products and services. To create adequate infrastructure, your Company
continues to invest in the latest hardware and software.
APPRECIATION & ACKNOWLEDGMENTS
Your Directors take this opportunity to place on record their sincere
thanks to the suppliers, customers, bankers, auditors, registrar and
transfer agents and all others associated with the Company for their
support and cooperation extended to the Company from time to time.
Your Directors express gratitude to the shareholders of the Company for
the confidence reposed in the management. Your directors are also
pleased to record their appreciation of the dedicated and sincere
services of the employees of the Company.
By Order of the Board
for Danlaw Technologies India Ltd.
Raju S Dandu
Chairman & Managing Director
DIN: 00073484
Hyderabad July 21,2014
Mar 31, 2013
To, The Members,
The Directors take pleasure in presenting the 20th Annual Report and
the Audited Statement of Accounts for the year ended 31st March 2013.
FINANCIAL PERFORMANCE
Key aspects of your Company''s financial performance for the year
2012-13 are tabulated below:
Rs. in Lakhs
2012-13 2011-12
Particulars
DTIL WOS Cons. DTIL WOS Cons.
Net sales/Income from
operations 869.99 363.04 1233.03 690.82 226.85 917.67
Other Income 113.37 - 113.37 93.75 - 93.75
Total Income 983.36 363.04 1346.40 784.57 226.85 1011.42
Cost of materials 162.29 - 162.29 170.79 0.02 170.81
Employee''s Cost 444.74 209.05 653.79 432.24 152.11 584.35
Finance cost 0.06 - 0.06 8.66 - 8.66
Depreciation 17.55 0.53 18.08 16.59 1.09 17.68
Other Expenses 173.26 24.48 197.74 172.07 24.07 196.14
Total Expenses 797.90 234.06 1031.96 800.35 177.29 977.64
Profit / (Loss)
before tax 185.46 128.98 314.44 (15.78) 49.56 33.78
Exceptional Items - 111.07 111.07 - - -
Profit before
extraordinary
items and tax 185.46 17.91 203.37 (15.78) 49.56 33.78
Deferred Taxes (59.76) (6.61) (66.37) (9.56) 22.25 12.69
Profit / (Loss)
after tax 125.70 11.30 137.00 (25.34) 71.81 46.47
Paid up equity
share capital 372.03 295.66 372.03 372.03 295.66 372.03
Reserves and
Surplus (excl.
revaluation reserve) 1830.68(153.80) 1676.88 1704.98(172.83) 1532.15
Earnings per share 3.38 - 3.68 (0.68) - 1.25
Revenue from operations has increased by about 35% to Rs.1,233 lacs.
The net Profit before exceptional items and Tax for the fiscal year is
Rs.314.44 lacs as compared to a Profit of Rs.33.78 in the previous
year. During the current year an amount of Rs.111.07 lacs was
recognized as impairment loss for goodwill due to declining revenue and
losses incurred by the billing services division of the subsidiary.
Profit after exceptional items and tax for the fiscal year is Rs.137
lacs as compared to a Profit of Rs.46.47 lacs in the previous year.
In spite of the wage pressures in the market, your management continued
to control the costs without compromising the future delivery capacity.
This has resulted in Net Profit (before tax) of about Rs.314.44 lacs as
compared to Rs.33.78 lacs in the previous financial year.
The other income of approximately Rs.133 lacs includes about Rs.23 lacs
of exchange gain and about Rs.90 lacs of interest income. The
management continues to put efforts to collect all the receivables from
our customers.
CORPORATE GOVERNANCE
The Corporate governance practices are described separately in page
no.8 of this Annual Report. We have obtained a certification from the
Practicing Company Secretary as to the compliance of the provisions of
the relevant clauses of the Listing Agreement. This certificate is
given in page no.13.
EMPLOYEE PARTICULARS
No employee of the Company falls within the limits prescribed under the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
FIXED DEPOSITS
The Company has not accepted or invited any deposits and consequently
no deposit has matured / become due for repayment as on 31st March
2013.
WHOLLY OWNED SUBSIDIARY
The Company has a wholly owned subsidiary in USA, Danlaw Technologies
Inc. The financial statements of the said Company have been attached
herewith for complying with the provisions of Section 212 of the
Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A management discussion and analysis report, pursuant to clause 49 of
the listing agreement forms part of this report and is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors of the Company confirms that:
a) In the preparation of annual accounts for the year ended 31st March
2013, the applicable accounting standards have been followed along with
proper explanation relating to any material departures.
b) Such accounting policies as mentioned in schedule of the notes to
the financial statements have been selected and applied consistently
and 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 for
the financial year ended 31st March 2013 and of the profit and loss of
the Company for the year ended on that date.
c) Proper and sufficient care has been taken 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 for the financial year 2012-2013 have been
prepared on a going concern basis.
DIRECTORS
Mr. Naga Satyannaryana Sappta retires by rotation at the ensuing
general meeting and is proposed to be re- appointed.
AUDITORS
M/s. Ramana Reddy & Associates Chartered Accountants, Statutory
Auditors of the Company, retire at the conclusion of the ensuing annual
general meeting. They have expressed their willingness to accept re-
appointment.
M/s. Ramana Reddy & Associates Chartered Accountants have confirmed
that their appointment, if made, shall be in accordance with the
provisions of Section 224(1B) of the Companies Act, 1956.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217
(1)(e) OF THE COMPANIES ACT, 1956
a) Conservation of Energy:
The Company is engaged in the business of Software and Information
Technology. The activity of the Company does not require huge
energy/power. The Company is monitoring the consumption of energy and
is identifying measures for saving energy. During the year the Company
has taken adequate measures to use energy efficiently and reduce
avoidable energy consumption.
b) Research & Development and Technology Absorption:
(I) R & D: Your Company has a team of people working on R & D. This
year no revenue expenditure was deferred.
(ii) Technology Absorption: Your Company continues to use state of the
art technology for improving the productivity and quality of its
products and services. To create adequate infrastructure, your Company
continues to invest in the latest hardware and software.
c) Foreign Exchange Earnings and Outgo:
The particulars of foreign exchange earnings and outgo are given below:
Particulars 2012-2013 2011-2012
INR INR
Earnings 5,92,26,900 3,95,66,651
Outgo 80,24,398 59,66,385
APPRECIATION & ACKNOWLEDGMENTS
Your Directors take this opportunity to place on record their sincere
thanks to the suppliers, customers, bankers, auditors, registrar and
transfer agents and all others associated with the Company for their
support and co- operation extended to the Company from time to time.
Your Directors express gratitude to the shareholders of the Company for
the confidence reposed in the management. Your directors are also
pleased to record their appreciation of the dedicated and sincere
services of the employees of the Company.
By Order of the Board
for Danlaw Technologies India Ltd.
Hyderabad Raju S Dandu
May 11,2013 Chairman & Managing Director
Mar 31, 2012
The Directors take pleasure in presenting the 19th Annual Report and
the Audited Statement of Accounts for the year ended 31st March 2012.
FINANCIAL PERFORMANCE
Key aspects of your Company's financial performance for the year
2011-12 are tabulated below:
Rs. in Lakhs
Particulars 2011 - 12 2010 - 11
DTIL WOS CONS. DTIL WOS CONS.
Net sales/Income from
operations 690.82 226.84 917.66 646.59 129.73 776.32
Other Income 93.75 - 93.75 79.56 - 79.56
Total Income 784.57 226.84 1011.41 726.15 129.73 855.88
Cost of materials 170.79 0.02 170.81 168.03 - 168.03
Employee's Cost 443.93 152.11 596.04 401.46 81.54 483.00
Finance cost 8.66 - 8.66 21.39 - 21.39
Depreciation 16.59 1.09 17.68 15.51 1.89 17.40
Other Expenses 160.38 24.06 184.44 125.21 33.17 158.38
Total Expenses 800.35 177.28 977.63 731.60 116.60 848.20
Profit / (Loss)
before tax (15.78) 49.56 33.78 (5.45) 13.13 7.68
Deferred Taxes (9.56) 22.25 12.69 (23.70) (2.30) (26.00)
Profit / (Loss) after
tax (25.34) 71.81 46.47 (29.15) 10.83 (18.32)
Paid up equity share
capital 372.03 295.66 372.03 372.03 295.66 372.03
Reserves and Surplus
(excl. revaluation
reserve) 1704.98 172.83 1532.15 1730.32 221.44 1508.88
Earnings per share (0.68) 1.25 (0.78) (0.49)
Revenue from operations has increased by about 18% to Rs.918 lacs. The
net Profit after Tax for the fiscal year is Rs.46.47 lacs as compared
to a loss of Rs.18.32 lacs in the previous year.
In spite of the wage pressures in the market, your management continued
to control the costs without compromising the future delivery capacity.
This has resulted in Net Profit (before tax) of about Rs.33.78 lacs as
compared to Rs.7.68 lacs in the previous financial year.
The other income of approximately 94 lacs includes about 39 lacs of
exchange gain. The management continues to put efforts to collect all
the receivables from our customers.
CORPORATE GOVERNANCE
The Corporate governance practices are described separately in page
no.10 of this Annual Report. We have obtained a certification from the
statutory auditor of the Company as to the compliance of the provisions
of the relevant clauses of the Listing Agreement. This certificate is
given in page no.18.
EMPLOYEE PARTICULARS
No employee of the Company falls within the limits prescribed under the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
FIXED DEPOSITS
The Company has not accepted or invited any deposits and consequently
no deposit has matured / become due for repayment as on 31st March
2012.
WHOLLY OWNED SUBSIDIARY
The Company has a wholly owned subsidiary in USA, Danlaw Technologies
Inc. The financial statements of the said Company have been attached
herewith for complying with the provisions of Section 212 of the
Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A management discussion and analysis report, pursuant to clause 49 of
the listing agreement forms part of this report and is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors of the Company confirms that:
a) In the preparation of annual accounts for the year ended 31st March
2012, the applicable accounting standards have been followed along with
proper explanation relating to any material departures.
b) Such accounting policies as mentioned in schedule of the notes to
the financial statements have been selected and applied consistently
and 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 for
the financial year ended 31st March 2012 and of the profit and loss of
the Company for the year ended on that date.
c) Proper and sufficient care has been taken 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 for the financial year 2011-2012 have been
prepared on a going concern basis.
DIRECTORS
Mr. K.N. Praveen Kumar retires by rotation at the ensuing general
meeting and is proposed to be re appointed.
Mr. Ravi Kumar Tamma has been appointed as Independent Non-Executive
Additional Director w.e.f. 25-6- 2012.
Mr. Prakash S. Kanjale resigned as Director w.e.f. 25-6-2012. The Board
accepted his resignation with sincere thanks for his contributions to
the organization during his tenure.
AUDITORS
M/s. Ramana Reddy & Associates Chartered Accountants, Statutory
Auditors of the Company, retire at the conclusion of the ensuing annual
general meeting. They have expressed their willingness to accept re-
appointment.
M/s. Ramana Reddy & Associates Chartered Accountants have confirmed
that their appointment, if made, shall be in accordance with the
provisions of Section 224(1B) of the Companies Act, 1956.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217
(1)(e) OF THE COMPANIES ACT, 1956 a) Conservation of Energy:
The Company is engaged in the business of Software and Information
Technology. The activity of the Company does not require huge
energy/power. The Company is monitoring the consumption of energy and
is identifying measures for saving energy. During the year the Company
has taken adequate measures to use energy efficiently and reduce
avoidable energy consumption.
b) Research & Development and Technology Absorption:
(i) R & D: Your Company has a team of people working on R & D. This
year no revenue expenditure was deferred.
(ii) Technology Absorption: Your Company continues to use state of the
art technology for improving the productivity and quality of its
products and services. To create adequate infrastructure, your Company
continues to invest in the latest hardware and software.
(iii) Foreign Exchange Earnings and Outgo: The particulars of foreign
exchange earnings and outgo are given below:
Particulars 2011-2012 2010-2011
INR INR
Earnings 8,04,39,617 4,15,26,563
Outgo 59,66,385 1,04,09,333
APPRECIATION & ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their sincere
thanks to the suppliers, customers, bankers, auditors, registrar and
transfer agents and all others associated with the Company for their
support and co-operation extended to the Company from time to time.
Your Directors express gratitude to the shareholders of the Company for
the confidence reposed in the management. Your directors are also
pleased to record their appreciation of the dedicated and sincere
services of the employees of the Company.
By Order of the Board
for Danlaw Technologies India Ltd.
Hyderabad Raju S Dandu
June 25, 2012 Chairman & Managing Director
Mar 31, 2011
The Members,
The Directors take pleasure in presenting the 18th Annual Report and
the Audited Statement of Accounts for the year ended 31st March 2011.
FINANCIAL PERFORMANCE
Key aspects of your Company's financial performance for the year
2010-11 are tabulated below:
Rs. in Lakhs
2010-11
Particulars DTIL WOS Cons.
Net sales/Income from operations 646.59 129.73 776.32
Other Income 79.56 - 79.56
Total Income 726.15 129.73 855.88
Direct cost 470.45 93.97 564.42
Gross Profit / (Loos) 255.70 35.76 291.46
Selling expenses 52.03 2.68 54.71
General & Admin expenses 172.22 18.07 190.29
Profit /(Loss) before Interest,
Depreciation and Tax 31.45 15.01 46.46
Interest 21.39 - 21.39
Depreciation 51.89 - 17.40
Exceptional Items - - -
Extraordinary Items - - -
Net Profit / (Loss) before tax (5.45) 13.12 7.67
Income tax - - -
Deferred taxes (23.70) (2.30) (26.00)
Profit / (Loss) after tax (29.15) 10.83 (18.32)
Paid up equity share capital 372.03 295.66 372.03
Reserves and Surplus (excl.
revaluation reserve) 1730.32 (221.44) 1508.88
Earnings per share (0.78) (0.49)
Particulars 2009-10
DTIL WOS Cons.
Net sales/Income from operations 453.74 162.97 616.71
Other Income 77.42 - 77.42
Total Income 531.16 162.97 694.13
Direct cost 349.04 116.67 465.71
Gross Profit / (Loos) 182.12 46.30 228.42
Selling expenses 48.59 2.35 50.94
General & Admin expenses 147.47 25.17 172.64
Profit /(Loss) before Interest,
Depreciation and Tax (13.94) 18.78 4.84
Interest 22.43 - 22.43
Depreciation 15.63 2.33 17.96
Exceptional Items - - -
Extraordinary Items - - -
Net Profit / (Loss) before tax (52.00) 16.45 (35.55)
Income tex - - -
Deferred taxes (14.29) 4.72 (9.57)
Profit / (Loss) after tax (37.71) 11.73 (25.98)
Paid up equity share capital 372.03 295.66 372.03
Reserves and Surplus (excl.
revaluation reserve 1759.47 (213.96) 1545.51
Earnings per share (1.01) - (0.70)
The net income from operations has increased by about 26% to 776 lacs.
Similarly the Gross Profit has increased to 291 lacs which is an
increase of about 28% over last year. In spite of the wage pressures in
the market, your management continued to control the costs without
compromising the future delivery capacity. This has resulted in Net
Profit (before tax) of about 8 lacs as compared to a loss of 36 lacs in
the previous financial year.
The other income of approximately 80 lacs includes about 33 lacs of
exchange gain. The management continues to put efforts to collect all
the receivables from our customers. Because of these efforts, we have
been able to limit the write off to Rs. 8,329 as bad debts.
CORPORATE GOVERNANCE
The Corporate governance practices are described separately in page
no.11 of this Annual Report. We have obtained a certification from the
statutory auditor of the Company as to the compliance of the provisions
of the relevant clauses of the Listing Agreement. This certificate is
given in page no.19.
EMPLOYEE PARTICULARS
No employee of the Company falls within the limits prescribed under the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
FIXED DEPOSITS
The Company has not accepted or invited any deposits and consequently
no deposit has matured / become due for repayment as on 31st March
2011.
WHOLLY OWNED SUBSIDIARY
The Company has a wholly owned subsidiary in USA, Danlaw Technologies
Inc. The financial statements of the said Company have been attached
herewith for complying with the provisions of Section 212 of the
Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A management discussion and analysis report, pursuant to clause 49 of
the listing agreement forms part of this report and is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors of the Company confirms that:
a) In the preparation of annual accounts for the year ended 31st March
2011, the applicable accounting standards have been followed along with
proper explanation relating to any material departures.
b) Such accounting policies as mentioned in schedule of the notes to
the financial statements have been selected and applied consistently
and 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 for
the financial year ended 31st March 2011and of the profit and loss of
the Company for the year ended on that date.
c) Proper and sufficient care has been taken 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 for the financial year 2010-2011 have been
prepared on a going concern basis.
AUDITORS
M/s. Ramana Reddy & Associates (formerly know as M/s. A.M Reddy & Co)
Chartered Accountants, Statutory Auditors of the Company, retire at the
conclusion of the ensuing annual general meeting. They have expressed
their willingness to accept re- appointment.
M/s. Ramana Reddy & Associates (formerly know as M/s. A.M Reddy & Co)
Chartered Accountants have confirmed that their appointment, if made,
shall be in accordance with the provisions of Section 224(1B) of the
Companies Act, 1956.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217
(1)(e) OF THE COMPANIES ACT, 1956
a) Conservation of Energy:
The Company is engaged in the business of Software and Information
Technology. The activity of the Company does not require huge
energy/power. The Company is monitoring the consumption of energy and
is identifying measures for saving energy. During the year the Company
has taken adequate measures to use energy efficiently and reduce
avoidable energy consumption.
b) Research & Development and Technology Absorption:
(i) R & D: Your Company has a team of people working on R & D. This
year no revenue expenditure was deferred.
(ii) Technology Absorption: Your Company continues to use state of the
art technology for improving the productivity and quality of its
products and services. To create adequate infrastructure, your Company
continues to invest in the latest hardware and software.
APPRECIATION & ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their sincere
thanks to the suppliers, customers, bankers, auditors, registrar and
transfer agents and all others associated with the Company for their
support and co- operation extended to the Company from time to time.
Your Directors express gratitude to the shareholders of the Company for
the confidence reposed in the management. Your directors are also
pleased to record their appreciation of the dedicated and sincere
services of the employees of the Company
By Order of the Board
For Danlaw Technologies India Ltd.
Raju S Dandu
Chairman & Managing Director
Hyderabad
July 20, 2011
Mar 31, 2010
The Directors take pleasure in presenting the 17th Annual Report and
the Audited Statement of Accounts for the year ended 31st March 2010.
FINANCIAL PERFORMANCE
Key aspects of your Companys financial performance for the year
2009-10 are tabulated below:
Rs, in Lakhs
2009-10 2008-09
Particulars
DTIL WOS Cons. DTIL WOS Cons.
Net sales/Income
from operations 453.74 162.97 616.71 568.58 117.36 703.94
Other Income 77.42 - 77.42 64.38 - 64.38
Total Income 531.16 162.97 694.13 650.96 117.36 768.32
Direct cost 349.04 116.67 465.71 541.35 106.70 648.05
Gross Profit 182.12 46.30 228.42 109.61 10.66 120.27
Selling expenses 48.59 2.35 50.94 57.03 14.54 71.56
General & Admin
expenses 147.47 25.17 172.64 189.95 18.18 208.14
Profit/(Loss)
before Interest,
Depreciation
and Tax (13.94) 18.78 4.84 (137.37) (22.06) (159.43)
Interest 22.43 - 22.43 9.33 - 9.33
Depreciation 15.63 2.33 17.96 24.59 1.78 26.37
Exceptional
Items - - - 1044.75 108.55 1153.30
Extraordinary
Items - - - 20.62 - 20.62
Net Profit /
(Loss) before
tax (52.00) 16.45 (35.55)(1236.66) (132.39) (1369.05)
Income tax - - - 52.14 - 52.14
Deferred taxes (14.29) 4.72 (9.56) (287.92) (48.72) (336.64)
Profit / (Loss)
after tax (37.71) 11.73 (25.99)(1000.88) (83.67) (1084.55)
Paid up equity
share capital 372.03 295.66 372.03 372.03 295.66 372.03
Reserves and
Surplus (excl.
revaluation
reserve) 1759.47 (213.96) 1545.51 1795.18 (116.61) 1678.57
Earnings per
share (1.01) - (0.70) (26.90) - (29.15)
The Gross Profit for the year has increased to Rs. 228 lacs (37%) as
compared to Rs. 120 lacs (17%) last year, even though the total sales
of the Company have come down by 12%. This is made possible because of
the cost control measures implemented by the management. The direct
Cost of Sales has been reduced by 16%. The General & Administration
(G&A) costs relative to the sales have also come down significantly.
The overall profit from operations has increased to Rs. 5 lacs as
compared to a loss of Rs. 159 lacs last year.
The increase in other income is mainly on account of exchange gain. An
amount of Rs. 2.32 lacs was written off as bad debt from domestic
debtors. Your management has made every single effort possible to
collect these receivables without success.
CORPORATE GOVERNANCE
The Corporate governance practices are described separately in page
no.10 of this Annual Report. We have obtained a certification from the
statutory auditor of the Company as to the compliance of the provisions
of the relevant clauses of the Listing Agreement. This certificate is
given in page no.15.
EMPLOYEE PARTICULARS
No employee of the Company falls within the limits prescribed under the
provisions of Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
FIXED DEPOSITS
The Company has not accepted or invited any deposits and consequently
no deposit has matured / become due for repayment as on 31st March
2010.
WHOLLY OWNED SUBSIDIARY
The Company has a wholly owned subsidiary in USA, Danlaw Technologies
Inc. The financial statements of the said Company have been attached
herewith for complying with the provisions of Section 212 of the
Companies Act, 1956.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A management discussion and analysis report, pursuant to clause 49 of
the listing agreement forms part of this report and is annexed hereto.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Board of Directors of the
Company confirms that:
a) In the preparation of annual accounts for the year ended 31st March
2010, the applicable accounting standards have been followed along with
proper explanation relating to any material departures.
b) Such accounting policies as mentioned in schedule of the notes to
the financial statements have been selected and applied consistently
and 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 for
the financial year ended 31 st March 2010 and of the profit and loss of
the Company for the year ended on that date.
c) Proper and sufficient care has been taken 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 for the financial year 2009-2010 have been
prepared on a going concern basis.
AUDITORS
M/ s. A.M. Reddy & Co., Chartered Accountants, Statutory Auditors of
the Company, retire at the conclusion of the ensuing annual general
meeting. They have expressed their willingness to accept re-
appointment.
M/s. A.M. Reddy & Co., Chartered Accountants have confirmed that their
appointment, if made, shall be in accordance with the provisions of
Section 224(1B) of the Companies Act, 1956.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED U/s.217
(l)(e) OF THE COMPANIES ACT, 1956
a) Conservation of Energy:
The Company is engaged in the business of Software and Information
Technology. The activity of the Company does not require huge
energy/power. The Company is monitoring the consumption of energy and
is identifying measures for saving energy. During the year the Company
has taken adequate measures to use energy efficiently and reduce
avoidable energy consumption.
b) Research & Development and Technology Absorption:
(i) R&D. Your Company has a team of people working on R & D. This year
no revenue expenditure was deferred.
(ii) Technology Absorption. Your Company continues to use state of the
art technology for improving the productivity and quality of its
products and services. To create adequate infrastructure, your Company
continues to invest in the latest hardware and software.
(iii) Foreign Exchange Earnings and Outgo: The particulars of foreign
exchange earnings and outgo are given below:
Particulars 2009-2010 2008-2009
INR INR
Earnings 1,66,41,312 86,01,894
Outgo 55,68,919 75,58,167
APPRECIATION & ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their sincere
thanks to the suppliers, customers, bankers, auditors, registrar and
transfer agents and all others associated with the Company for their
support and co operation extended to the Company from time to time.
Your Directors express gratitude to the shareholders of the Company for
the confidence reposed in the management. Your directors are also
pleased to record their appreciation of the dedicated and sincere
services of the employees of the Company
By Order of the Board
For Danlaw Technologies India Ltd.
Hyderabad Raju S Dandu
May 22, 2010 Chairman & Managing Director