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Directors Report of D-Link (India) Ltd.

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, 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

 
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