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Directors Report of Digital Electronics Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 41th Annual Report of the Company together with the audited statement of accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS:

31/03/2014 31/03/2013

Revenue from operations

Other income 43,46,980 38,84,469

Total revenue 43,46,980 38,84,469

(Loss) before finance cost / depreciation and extra ordinary (1,40,43,473) (18,66,096) items

Add - Finance Cost 2,411 1,17,571

Add - Depreciation and amortization 1,86,737 1,97,278 Expenses

Profit (Loss) before extraordinary (1,42,32,621) (21,80,945) items and tax

Extraordinary items 7,29,75,319 3,11,69,140

(Loss )before tax (8,72,07,940) (3,33,50,085)

Tax Expenses :- Deferred Tax 10,644 ---

(Loss) for the year (8,71,218,584) (3,33,50,085)

Dividend:

In view of the loss for the year, the Directors regret their inability to recommend any dividend to the shareholders for the year. Fixed Deposits:

The Company has not invited or accepted any fixed deposit from the public pursuant to section 58A and 58 AA of the Companies Act, 1956 during the year under review.

Directors:

In accordance with the provisions of Sections 255/256 of the Companies Act, 1956 Mr. Kishore Rasiklal Dalal (DIN: 00020913) and Ms. Mamta Aditya Mangaldas (DIN: 00021078), Directors retire at the ensuing annual general meeting, they are eligible for re-appointment. The shareholders may consider their re-appointment.

Compliance Certificate:

A Compliance Certificate as required under the proviso to sub-section (1) of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to this report.

Other Information:

Information in accordance with provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

a) Conservation of Energy and Technology absorption: The operations of your Company are not energy-intensive. Adequate measures, however, been taken to reduce energy consumption by using energy efficient computer terminals and by the purchase of energy efficient equipment with latest technology. The Company constantly evaluates new technologies and makes use of the same to make the infrastructure more energy-efficient. The research and development of new services, designs, processes, and methodologies are of prime concern to the Company, but the cost incurred is not material.

b) Foreign Exchange: There was no earning in foreign exchange and the foreign exchange out go was of Rs. 2,41,947/- during the financial year.

c) Particulars of Employees:

There was no employee who was in receipt of remuneration over & above the limits prescribed under section 217(2AA) of the Companies Act, 1956 as such no statement is furnished under the said section.

Directors'' Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

a) The Directors state that the financial statements for the year ended are in full conformity with the requirements of the Generally Accepted Accounting Principles (GAAP) and the accounting standards issued by the Institute of Chartered Accountants of India till date.

b) The Directors accept the responsibility for the integrity and objectivity of these financial statements as reflected through the consistent applicability of the accounting policies as well as for the estimates made and the judgment exercised relating to matters not concluded to by the year-end. The Director believe that the financial statements reflect fairly the form and substance of the transactions concluded and reasonably present the Company''s financial condition and true and fair view of the results of the operations for the year and the state of affairs of the business as at the end of the financial year.

c) The Company has installed a computerized accounting system for maintenance of adequate accounting records. The periodic internal checks and controls are observed to provide reasonable assurance that the established policies and the procedures of the Company have been followed for safeguarding the assets of the Company and for preventing any form of fraud and other irregularities thereto and subject to the inherent limitations in any system, procedure and coverage thereof the same should be recognized as proper and sufficient in weighing the assurance provided by any system of internal controls.

d) The accounts have been prepared on going concern basis.

Auditors:

M/s Vasani & Thakkar, Chartered Accountants, Mumbai statutory auditors retire at the ensuing annual and they being eligible for re-appointment, have accorded their consent to act as auditors, if re-appointed by the shareholders.

Appreciation:

The Directors take the opportunity to express their gratitude for the support and cooperation your company has received from the various departments of Central and State Government, Bankers, Customers, Suppliers and Contractors of the company during the year under review. In concluding this report, the Board acknowledges their deep sense of gratitude to the shareholders for the confidence they have reposed in the Directors.

On behalf of the Board of Directors

Sd/ Sd/-

SUNIL DALAL V H SHANBHAG Director Director

Place : Mumbai Dated : 25-Aug-2014


Mar 31, 2013

To: The Members of Digital Electronics Limited

Dear Members,

The Directors have pleasure in presenting the 40th Annual Report of the Company together with the audited statement of accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS:

31/03/2013 31/03/2012

Total Revenue ---- ----

Expenses 6,065,414 7,611,993

(5,750,565) (7,369,762)

Earnings before Extraordinary Items, Interest, Tax and Depreciation (EBITDA) (3,872,011)

Finance Cost 117,571 ----

Depreciation and amortization Expenses 197, 278 242,231

Other income 3,884,469 23,520,713

Profit (Loss) before extraordinary items and tax (2,180,945) (15,908,720)

Extraordinary items 31,169,140 50,271,381

Profit (Loss) before tax (33,350,085) (34,362,661)

Tax Expenses :-

Current tax ---- ----

Deferred tax ---- (68,239)

Total Profit / (Loss) for the year

(33,350,085) (34,430,900)

Dividend:

In view of the loss for the year, the Directors regret their inability to recommend any dividend to the shareholders for the year.

Fixed Deposits:

The Company has not invited or accepted any fixed deposit from the public pursuant to section 58A and 58 AA of the Companies Act, 1956 during the year under review.

Directors:

In accordance with the provisions of Sections 255/256 of the Companies Act, 1956 Mr. Sunil K. Dalal, and Mrs. Mamta S. Dalal, Directors retire at the ensuing annual general meeting, they are eligible for re-appointment. The shareholders may consider their re-appointment.

Compliance Certificate:

A Compliance Certificate as required under the proviso to sub-section (1) of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to this report.

Other Information:

Information in accordance with provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

Conservation of Energy and Technology absorption: The operations of your Company are not energy-intensive. Adequate measures, however, been taken to reduce energy consumption by using energy efficient computer terminals and by the purchase of energy efficient equipment with latest technology. The Company constantly evaluates new technologies and makes use of the same to make the infrastructure more energy-efficient. The research and development of new services, designs, processes, and methodologies are of prime concern to the Company, but the cost incurred is not material.

Foreign Exchange: There was no earning in foreign exchange and the foreign exchange out go was of Rs. 241,947/- during the financial year.

Particulars of Employees:

There was no employee who was in receipt of remuneration over & above the limits prescribed under section 217(2AA) of the Companies Act, 1956 as such no statement is furnished under the said section.

Directors'' Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

The Directors state that the financial statements for the year ended are in full conformity with the requirements of the Generally Accepted Accounting Principles (GAAP) and the accounting standards issued by the Institute of Chartered Accountants of India till date.

The Directors accept the responsibility for the integrity and objectivity of these financial statements as reflected through the consistent applicability of the accounting policies as well as for the estimates made and the judgment exercised relating to matters not concluded to by the year-end. The Director believe that the financial statements reflect fairly the form and substance of the transactions concluded and reasonably present the Company''s financial condition and true and fair view of the results of the operations for the year and the state of affairs of the business as at the end of the financial year.

The Company has installed a computerized accounting system for maintenance of adequate accounting records. The periodic internal checks and controls are observed to provide reasonable assurance that the established policies and the procedures of the Company have been followed for safeguarding the assets of the Company and for preventing any form of fraud and other irregularities thereto and subject to the inherent limitations in any system, procedure and coverage thereof the same should be recognized as proper and sufficient in weighing the assurance provided by any system of internal controls.

The accounts have been prepared on going concern basis.

Auditors:

M/s Vasani & Thakkar, Chartered Accountants, Mumbai statutory auditors retire at the ensuing annual and they being eligible for re-appointment, have accorded their consent to act as auditors, if re-appointed by the shareholders.

Appreciation:

The Directors take the opportunity to express their gratitude for the support and cooperation your company has received from the various departments of Central and State Government, Bankers, Customers, Suppliers and Contractors of the company during the year under review. In concluding this report, the Board acknowledges their deep sense of gratitude to the shareholders for the confidence they have reposed in the Directors.



On behalf of the Board of Directors



Sd/- Sd/-

SUNIL K. DALAL V H SHANBHAG

Director Director



Place : Mumbai

Dated : 28/05/ 2013


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report of the Company together with the audited statement of accounts of the Company for the year ended 31st March 2011.

Financial Results:

(Amount in Rupees) Year ended

31st March 2011 31st March 2010

Total Income 18,27,149 78,54,404

Profit / (Loss) before Depreciation (14,83,092) 45,56,105

Depreciation 295,879 380,975

Profit / (Loss) before Taxation (17,78,971) 41,75,130

Provision for Tax

Current Year - 5,00,000

Deferred Tax 70,691 5,97,597

Profit / (Loss) for the year (18,49,662) 30,77,533

Profit / (Loss) of earlier years 15,79,31,956 15,48,54,423

Profit / (Loss) carried to Balance Sheet 15,60,82,294 15,79,31,956

Dividend:

In view of the loss for the year, the Directors regret their inability to recommend any dividend to the shareholders for the year.

Fixed Deposits :

The Company has not invited or accepted any fixed deposit from the public pursuant to section 58A of the Companies Act, 1956 during the year under review.

Directors :

In accordance with the provisions of Sections 255/256 of the Companies Act, 1956 Mr. Kishore Dalal and Mrs. Mamta Dalal, Directors retire at the ensuing annual general meeting, they are eligible for re- appointment. The shareholders may consider their re-appointment.

Compliance Certificate :

A Compliance Certificate as required under the proviso to sub-section (1) of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to this report.

Other Information :

Information in accordance with provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

a) Conservation of Energy and Technology absorption:

The operations of your Company are not energy-intensive. Adequate measures, however, been taken to reduce energy consumption by using energy efficient computer terminals and by the purchase of energy efficient equipment with latest technology. The Company constantly evaluates new technologies and makes use of the same to make the infrastructure more energy-efficient. The research and development of new services, designs, processes, and methodologies are of prime concern to the Company, but the cost incurred is not material.

b) Foreign Exchange :

The earnings in foreign exchange amounted to Rs. Nil/-, while the foreign exchange out go was of Rs. 18,000/- as traveling expenses during the financial year.

c) Particulars of Employees :

There was no employee who was in receipt of remuneration over & above the limits prescribed under section 217(2AA) of the Companies Act, 1956 as such no statement is furnished under the said section.

Directors' Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

a) The Directors state that the financial statements for the year ended are in full conformity with the requirements of the Generally Accepted Accounting Principles (GAAP) and the accounting standards issued by the Institute of Chartered Accountants of India till date.

b) The Directors accept the responsibility for the integrity and objectivity of these financial statements as reflected through the consistent applicability of the accounting policies as well as for the estimates made and the judgment exercised relating to matters not concluded to by the year-end. The Director believe that the financial statements reflect fairly the form and substance of the transactions concluded and reasonably present the Company's financial condition and true and fair view of the results of the operations for the year and the state of affairs of the business as at the end of the financial year.

c) The Company has installed a computerized accounting system for maintenance of adequate accounting records. The periodic internal checks and controls are observed to provide reasonable assurance that the established policies and the procedures of the Company have been followed for safeguarding the assets of the Company and for preventing any form of fraud and other irregularities thereto and subject to the inherent limitations in any system, procedure and coverage thereof the same should be recognized as proper and sufficient in weighing the assurance provided by any system of internal controls.

d) The accounts have been prepared on going concern basis.

Auditors :

MZS & Associates, Chartered Accountants, Mumbai statutory auditors retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

As regards the observations of auditors in their audit report, the Directors feel that the said observations are self explanatory requiring no additional clarifications.

Appreciation :

The Directors take the opportunity to express their gratitude for the support and cooperation your company has received from the various departments of Central and State Government, Bankers, Customers, Suppliers and Contractors of the company during the year under review. In concluding this report, the Board acknowledges their deep sense of gratitude to the shareholders for the confidence they have reposed in the Directors.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

SUNIL K. DALAL V H SHANBHAG

Director Director

Place : Mumbai Dated : 30th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 37th Annual Report of the Company together with the audited statement of accounts of the Company for the year ended 31st March 2010.

Financial Results: (Amount in Rupees) Year ended Year ended 31st March 2010 31st March 2009

Total Income 7,854,404 13,364,669

Profit / (Loss) before Depreciation 4,556,105 10,362,987

Depreciation 380,975 501,427

Profit / (Loss) before Taxation 4,175,130 9,861,560

Provision for Tax

Current Year 500,000 850,000

Deferred Tax 597,597 (1,485,160)

Fringe Benefit Tax 30,111

Profit / (Loss) for the year 3,077,533 10,466,609

Profit/(Loss) of earlier years 154,854,423 144,387,814

Profit/(Loss) carried to Balance Sheet 157,931,956 154,854,423

Dividend:

In order to conserve the resources of the Company, your directors have thought it advisable not to recommend any dividend to the shareholders for the year.

Fixed Deposits:

The Company has not invited or accepted any fixed deposit from the public pursuant to section 58A of the Companies Act, 1956 during the year under review.

Directors:

In accordance with the provisions of Sections 255/256 of the Companies Act, 1956 Mrs. Mamta Mangaldas and Mr. V.H.Shanbhag, Directors retire at the ensuing annual general meeting, they are eligible for re-appointment. The shareholders may consider their re-appointment.

Compliance Certificate:

A Compliance Certificate as required under the proviso to sub-section (1) of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is attached to this report.

Other Information:

Information in accordance with provisions of Section 217(1) (e) of Che Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988:

a) Conservation of Energy and Technology absorption: The operations of your Company are not energy-intensive. Adequate measures, however, been taken to reduce energy consumption by using energy efficient computer terminals and by the purchase of energy efficient equipment with latest technology. The Company constantly evaluates new technologies and makes use of the same to make the infrastructure more energy-efficient. The research and development of new services, designs, processes, and methodologies are of prime concern to the Company, but the cost incurred is not material.

b) Foreign Exchange: The earnings in foreign exchange amounted to Rs.Nil/-, while the foreign exchange out go was of Rs. 224,739/- as traveling expenses during the financial year.

c) Particulars of Employees:

There was no employee who was in receipt of remuneration over & above the limits prescribed under section 217(2AA) of the Companies Act, 1956 as such no statement is furnished under the said section.

Directors Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

a) The Directors state that the financial statements for the year ended are in full conformity with the requirements of the Generally Accepted Accounting Principles (GAAP) and the accounting standards issued by the Institute of Chartered Accountants of India till date.

b) The Directors accept the responsibility for the integrity and objectivity of these financial statements as reflected through the consistent applicability of the accounting policies as well as for the estimates made and the judgment exercised relating to matters not concluded to by the year-end. The Director believe that the financial statements reflect fairly the form and substance of the transactions concluded and reasonably present the Companys financial condition and true and fair view of the results of the operations for the year and the state of affairs of the business as at the end of the financial year.

c) The Company has installed a computerized accounting system for maintenance of adequate accounting records. The periodic internal checks and controls are observed to provide reasonable assurance that the established policies and the procedures of the Company have been followed for safeguarding the assets of the Company and for preventing any form of fraud and other irregularities thereto and subject to the inherent limitations in any system, procedure and coverage thereof the same should be recognized as proper and sufficient in weighing the assurance provided by any system of internal controls.

d) The accounts have been prepared on going concern basis.

Auditors:

MZS & Associates, Chartered Accountants, Mumbai statutory auditors retire at the ensuing annual general meeting and being eligible offer themselves for re-appointment.

As regards the observations of auditors in their audit report, the Directors feel that the said observations are self explanatory requiring no additional clarifications.

Appreciation:

The Directors take the opportunity to express their gratitude for the support and cooperation your company has received from the various departments of Central and State Government, Bankers, Customers, Suppliers and Contractors of the company during the year under review. They would also like to place on record their appreciation of the contribution made by the employees at all levels with their competence, hard work, co-operation and support during the year. In concluding this report, the Board acknowledges their deep sense of gratitude to the shareholders for the confidence they have reposed in the Directors.

On behalf of the Board of Directors

SUNIL K. DALAL V H SHANBHAG Director Director

Place : Mumbai Dated :