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Directors Report of Danlaw Technologies India Ltd.

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





 
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