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Directors Report of Smartlink Network Systems Ltd.

Mar 31, 2017

TO THE MEMBERS OF SMARTLINK NETWORK SYSTEMS LIMITED

The Directors of your Company take pleasure in presenting their 24th annual report together with audited Standalone and Consolidated balance sheet and statement of profit & loss for the financial year ended 31st March, 2017.

1. FINANCIAL RESULTS

(Rs. in millions)

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

Income from operations

216.42

319.74

1,037.38

Other income

25.23

2.84

15.54

Profit / (loss) before depreciation, exceptional items and tax

130.24

209.62

(31.37)

Less: Depreciation for the year

11.99

13.78

16.52

Add: Exceptional items

31.30

-

-

Profit / (loss) before tax

149.55

195.84

(47.88)

Less: Provision for tax

a) Current tax

38.14

68.77

19.72

b) Deferred tax

44.59

27.60

29.52

Profit / (loss) after tax from continuing operations

66.81

99.47

(97.13)

Loss before tax from discontinued operations

(48.58)

(128.19)

-

Less: a) Current tax

(18.43)

(48.67)

-

b) Deferred tax

(15.07)

(23.89)

-

Loss after tax from discontinued operations

(15.09)

(55.64)

-

Profit / (loss) for the year

51.73

43.83

(97.13)

Earnings Per Share O

2.12

1.46

(3.98)

2. REVIEW OF OPERATIONS & SIGNIFICANT DEVELOPMENT

2.1 Review of standalone financials

a) Continued Operation

In the financial year 2016-17, the Company achieved an Income from operations of Rs. 216.42 million as compared to Rs. 319.74 million in the previous year.

Profit before tax from continued operation was Rs. 149.55 million for the year ending 31st March, 2017 as compared to Profit of Rs. 195.84 million in the previous year.

Profit after tax from continued operation was Rs. 66.81 million for the year ended 31st March, 2017 as compared to a profit of Rs. 99.47 million in the previous year.

b) Discontinued Operation

In the financial year 2016-17, loss before tax from discontinued operation was Rs. 48.58 million for the year ending 31st March, 2017 as compared to Loss of Rs. 128.19 million in the previous year

Loss after tax from discontinued operation was Rs. 15.09 million for the year ended 31st March, 2017 as compared to a Loss of Rs. 55.64 million in the previous year.

2.2 Review of consolidated financial

Revenue from operation on a consolidated basis for financial year 2016-17 was Rs. 1,037.38 million.

Loss before tax from operation on a consolidated basis was Rs. 47.88 million and Loss after tax from the operation on a consolidated basis was Rs. 97.13 million for the year ending 31st March, 2017.

2.3 Significant development

a. Slump sale of business

The Board of Directors of the Company (“Board of Directors”) at its meeting held on 04th August, 2016 had, subject to approval of members of the Company by way of special resolution and other statutory, regulatory or governmental authorities as may be required under applicable laws, approved the sale and transfer of the Digisol Business and EMS Business by way of a slump sale (as defined under Section 2(42C) of the Income Tax Act, 1961) to wholly owned subsidiaries namely Digisol Systems Limited and Synegra EMS Limited respectively for a cash consideration of Rs. 19.00 crores and Rs. 3.30 crores respectively adjusted for networking capital changes as on the closing date. The shareholders approved the above slump sale on 16th September, 2016 and the business was transferred to its respective subsidiaries with effect from 10th October, 2016.

The Board of Directors considers that both the subsidiaries will be able to focus on their core businesses and being separate independent companies will help them to pursue opportunities in their respective businesses.

b. Application made for Registration as a Non-Banking Financial Institution (Non-Deposit taking)

The Board of Directors at the meeting held on 17th March, 2017 have approved the final application to be made to Reserve Bank of India in terms of sub-section (2) of section 45-IA of Reserve Bank of India Act, 1934, for issue of Certificate of Registration as a Non-Banking Financial Institution (Non-Deposit taking). Accordingly Company has made an application for the said registration on 17th April, 2017.

3. BUYBACK

In terms of decision of the Board of Directors (Board) dated 29th February, 2016 and in accordance with the provisions of the Companies Act, 2013 (hereinafter as the ‘Act”) and the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 and with the approval of shareholders by Postal Ballot on 14th April, 2016, the Company had offered to buy-back 7,454,850 fully paid up equity shares of Rs. 2/- each, at a price of Rs. 110/- per share for an aggregate amount of up to Rs. 820,033,500/- from the existing shareholders of the Company under Tender Offer mechanism.

The offer was kept open from 6th June, 2016 to 17th June, 2016. Your Company has bought back 74,54,850 equity shares and extinguished all the shares bought under buy-back on 30th June, 2016.

4. DIVIDEND

Your Directors have recommended for your consideration a dividend of Rs. 2/- per Share (i.e. 100%) for the year 2016-17.

5. SHARE CAPITAL

The Paid-up Equity Capital of the Company as on 31st March, 2017 stood at Rs. 45,100,000/- consisting of 22,550,000 Equity Shares of Rs. 2/- each. During Financial Year ended 31st March, 2017, the Company has completed the buyback of 7,454,850 equity shares of Rs. 2/- each. Therefore, the Paid-up Equity Share Capital decreased from Rs. 60,009,700/- to Rs. 45,100,000/-.

6. RISK MANAGEMENT

The Company has a Risk Management (RM) framework to identify, evaluate Business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risk trend, exposure and potential impact analysis at a Company level.

The Risk Management policy formulated by the Company has identified the key business risks and also the plans to mitigate the risks.

7. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control Systems, commensurate with the size, scale and complexity of its operations. The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

8. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report genuine concerns about unethical behaviour actual or suspected fraud or violation of code of conduct which provides for adequate safeguards against victimization of director (s)/ employee (s) and also provides for direct access to the Chairman of the Audit committee in exceptional cases. The Audit Committee and the Board of Directors have approved the Whistle Blower Policy and the details are available on the website of the Company under the web link http://smartlink.co.in/wp-content/uploads/P014/10/Smartlink-Whistle-Blower-Policypdf.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Company has constituted a Corporate Social Responsibility Committee (CSR Committee). The constitution of the committee is given in the Corporate Governance Report.

The Corporate Social Responsibility Committee (‘CSR Committee'') has formulated and recommended to the Board, a Corporate Social Responsibility Policy (‘CSR Policy'') indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy is displayed on the website of the Company at http://smartlink.co.in/wp-content/uploads/2014/10/Corporate-Social-Responsibility-Policy-Smartlink.pdf.

The requisite details (in a matrix form) on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed as Annexure - H to this Report.

10. SUBSIDIARY COMPANIES

During the year ended 31st March, 2017 the Company incorporated 3 new wholly owned subsidiary companies, namely:

Name of the Company

% Shareholding

Status

Digisol Systems Limited

100

Subsidiary

Synegra EMS Limited

100

Subsidiary

Telesmart SCS Limited

100

Subsidiary

Detailed information on the performance and financial position of subsidiaries of the Company is covered in the Management Discussion and Analysis Report.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared financial statements of the Company. Further a statement containing salient features of the financial statement of our subsidiaries in prescribed format AOC-1 is appended as Annexure - I to the Boards Report. The statement also provides the details of performance and financial position of each subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements will be available on our website www.smartlink.co.in.

The Company has formulated a Policy on Material Subsidiary as required under Listing Regulations and the policy is uploaded on the website of the Company at http://smartlink.co.in/investor-relation/Rs.slug=smartlink-policies-corporate-governance.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Ms. Arati Naik resigned from the post of Whole time Director w.e.f. 26th October, 2016 and continued to be a Non-Executive Director of the Company.

There was no change in Key Managerial Personnel during the year under review.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed under section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations.

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter-alia considers attendance of the Directors at Board and Committee meetings, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.

Mr. Kamalaksha Naik, Executive Chairman, Mr. K. G. Prabhu, Chief Financial Officer and Ms. Urjita Damle, Company Secretary have been designated as Key Managerial Personnel in accordance with provisions of Section 203 of the Companies Act, 2013.

11.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

11.2 Remuneration Policy

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance Report.

11.3 Meetings

During the year 5 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

12. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of Listing Regulations. The Chairman of the Audit Committee is an Independent Director. The details of the composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendation of the Audit Committee were accepted by the Board.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of Listing Regulations.

14. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of Listing Regulations. The details of meetings and their attendance are included in the Corporate Governance Report.

15. DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and ability, your Directors in terms of Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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, 2017 and the profit and loss of the Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a ‘going concern'' basis.

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

None of the transactions with related parties fall under the scope of Section 188(1) of the Act.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring such transactions.

The information on transaction with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure - J in Form AOC-2 and the same form a part of this report.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, IF ANY, DURING THE PERIOD FROM 31st MARCH, 2017 TO THE DATE OF THE REPORT

There were no material change/ commitment which is mentioned below affecting the financial position of the Company during the period from the end of the financial year on 31st March, 2017 to the date of the Report.

19. EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any ESOPS to its employees during the year

20. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

21. AUDITORS

21.1 Statutory Auditors

The auditors, Deloitte Haskins and Sells, LLP, Chartered Accountants, retire at the ensuing Annual General Meeting. Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and in line with recommendation made by Audit Committee, the Board of Directors, has recommended appointment of Sharp and Tannan, Chartered Accountants having Registration No. 127145W as Auditors of the Company to the members in forthcoming Annual General Meeting.

There were no adverse comments by the statutory auditors of the Company in their Report for the year 2016-17 and notes thereto are self-explanatory in nature.

21.2 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Shivaram Bhat, a Company Secretary in Practice (CP No. 7853) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure - B”. The report does not contain any qualification.

22. PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment and there were no complaints received during the financial year.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with SEBI (Prohibition & Insider Trading) Regulation, 2015 with a view to regulating trading in securities by the Directors and designated employees of the Company.

24. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, Management Discussion and Analysis is annexed as “Annexure - A” to the report. Secretarial Audit Report is annexed as “Annexure - B”. A separate section on the corporate governance is annexed as “Annexure - C”, together with a certificate from the Mr. Shivaram Bhat confirming compliance is annexed as “Annexure - D”. Declaration by the Executive Chairman is annexed as “Annexure - E”

25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, 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

The steps taken or impact on conservation/ utilizing alternate sources of energy;

i. Factory re-layout and consolidation of service activities was done in order to utilize common resources and decrease Energy consumption.

B. Research & Development & Technology Absorption

Equipments and Instruments had been procured to develop local infrastructure required for manufacture of wireless LAN products in view of MAKE IN INDIA campaign announced by Government of India.

C. Foreign Exchange Earnings and Outgo

Total foreign exchange earnings and outgo is stated in Note 31 and 32 forming part of the Accounts.

26. EXTRACT OF ANNUAL RETURN

As provided under section 92 (3) of the Act, the extract of the Annual Return in form MGT- 9 is annexed herewith as “Annexure - F” which forms part of this report.

27. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5(i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as “Annexure - G” to this report.

28. DEPOSITS

The Company has not accepted any deposits during the year under review and as such, no amount of principal or interest was outstanding as on the date of Balance Sheet.

29. PARTICULARS OF LOANS / ADVANCES / GAURANTEE / INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Details of Loans, Guarantee and Investment covered under the provision of Section 186 of the Act read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes to the financial statements.

30. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, resellers, bankers, shareholders, Goa Industrial Development Corporation, State Industries Electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board

Place : Mumbai Pankaj Baliga K. R. Naik

Date :17th May, 2017 Director Executive Chairman

DIN:00002864 DIN:00002013


Mar 31, 2016

Directors’ Report

TO THE MEMBERS OF

SMART LINK NETWORK SYSTEMS LIMITED

The Directors of your Company take pleasure in presenting their 23rd Annual Report together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31st March, 2016.

1. FINANCIAL RESULTS AND APPROPRIATIONS OF THE COMPANY

(Rs, in millions)

2015-16

2014-15

Income from operations (Gross)

736.30

928.80

Other Income

327.17

413.74

Profit/(Loss) Before Depreciation and Tax

86.57

167.50

Add/Less: Depreciation for the year

18.93

32.69

Profit/(Loss) Before Tax

67.65

134.81

Less: Provision for Tax

a) Current Tax

20.10

21.50

b) Deferred Tax

3.71

(18.75)

Profit/(Loss) After Tax

43.83

132.07

Balance of profit brought forward

3171.64

3113.15

Less: Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (Net of deferred tax '' 808,752/-)

1.57

Add: Employee stock options

13.72

-

Amount available for appropriations

3229.19

3243.64

- Final Dividend

-

60.01

- Corporate Dividend Tax

-

12.00

Balance carried forward to Balance Sheet

3229.19

3171.64

Earnings Per Share 0

1.46

4.40

2. REVIEW OF OPERATIONS

In the financial year 2015-16 the company achieved an Income from operations of '' 736.30 million as compared to Rs, 928.80 million in the previous year.

Profit before depreciation & tax was Rs, 86.57 million for the year ending 31st March, 2016 as compared to Rs, 167.50 million in the previous year.

Profit after tax was Rs, 43.83 million for the year ended 31st March, 2016 as compared to the profit of Rs, 132.07 million in the previous year.

There were no material changes and commitments affecting the financial position of the company from the end of the financial year till the date of the Directors’ Report.

3. BUYBACK

The Board of the Directors of the Company approved the buyback of 74,54,850 equity shares (aggregating to 24.85% of the paid-up equity share capital of the Company) payable in cash for an aggregate amount of Rs, 820,033,500/- at its meeting held on 29th February 2016 which was approved by shareholders vide postal ballot, the results of which were declared on 14th April, 2016.

4. DIVIDEND

Considering lower profits your Directors have not recommended any Dividend for the year 2015-16.

5. RISK MANAGEMENT

The Company has a Risk Management (RM) framework to identify, evaluate Business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risk trend, exposure and potential impact analysis at a Company level.

The Risk Management policy formulated by the Company has identified the key business risks and also the plans to mitigate the risks.

6. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Financial Control Systems, commensurate with the size, scale and complexity of its operations. The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

7. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of code of conduct which provides for adequate safeguards against victimization of director (s)/ employee (s) and also provides for direct access to the Chairman of the Audit committee in exceptional cases. The Audit Committee and the Board of Directors have approved the Whistle Blower Policy and the details are available on the website of the Company under the we blink http://Smart link.co.in/wp-content/uploads/ Rs,014/10/Smart link-Whistle-Blower-Policy.pdf.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a CSR committee consisting of the following Directors namely:

a. Mr. Bhanubhai Patel (Chairman)

b. Mr. K. R. Naik (Member)

c. Mr. Pankaj Baliga (Member)

The Company has also formulated a CSR Policy and the same is displayed on the website of the Company. http://Smart link.co.in/wp-content/uploads/2014/10/ Corporate-Social-Responsibility-Policy-Smart link.pdf.

The Report as required under CSR Rules is attached as Annexure - H to this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

On recommendation of the Nomination and Remuneration Committee the Board of Directors have proposed to re-categories and appoint Mr. Jangoo Dalal and Mr. Pradeep Rane as Independent Directors of the Company from the Annual General Meeting date i.e. 05th August, 2016 subject to the approval of the Shareholders.

The resolutions seeking approval of the members for the appointment of Mr. Jangoo Dalal and Mr. Pradeep Rane along with the particulars of Directors as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) are given in the notice of the forthcoming Annual General Meeting of the Company. The Company has received a notice under section 160 of the Act along with the requisite deposit proposing their appointment.

In accordance with the provisions of the Companies Act, 2013; Ms. Arati Naik, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

During the year the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

All Independent Directors have given declaration that they meet the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations.

Mr. K. R. Naik, Executive Chairman, Mr. K. G. Prabhu, Chief Financial Officer and Ms. Urjita Damle, Company Secretary have been designated as Key Managerial Personnel in accordance with provisions of Section 203 of the Companies Act, 2013.

9.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the listing regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

9.2 REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance Report.

9.3 MEETINGS

During the year 6 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9.4 AUDIT COMMITTEE

The details of the composition and roles and powers of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendation of the Audit Committee were accepted by the Board.

10. DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of their knowledge and ability, your Directors in terms of Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and the profit of the Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a ''going concern’ basis.

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring such transactions.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

13. EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any ESOPS to its employees during the year.

14. AUDITORS

14.1 STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules made there under, M/s Deloitte Haskins & Sells LLP, having Registration No. 117366W/W-100018 Chartered Accountants, were appointed as Auditors of the Company to hold office till the conclusion of the 24th Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company. The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. There were no adverse comments by the statutory auditors of the Company in their Report and Auditors’ Report and notes thereto are self-explanatory in nature.

14.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Dr. K. R. Chandratre, a Company Secretary in Practice (CP No. 5144) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure - B”. The report does not contain any qualification.

15. INTERNAL COMPLAINTS COMMITTEE

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment and there were no complaints received during the financial year.

16. AWARDS & RECOGNITION

The Company’s products sold under the various brands have been acknowledged through numerous awards in 2015-16 and have been mentioned in the Management Discussion and Analysis Report.

17. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, Management Discussion and Analysis is annexed as ‘‘Annexure - A” to the report. Secretarial Audit Report is annexed as ‘‘Annexure - B”. A separate section on the corporate governance is annexed as ‘‘Annexure - C”, together with a certificate from the Dr. K. R. Chandratre confirming compliance is annexed as "Annexure - D”. Declaration by the Executive Chairman is annexed as "Annexure - E”.

18. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, 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

The steps taken or impact on conservation of energy:

i. Factory re-layout and consolidation of service activities was done in order to utilize common resources and decrease Energy consumption.

ii. Investment in outdoor Solar lighting done during the earlier years has helped conserving energy to a good extend.

B. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION:

Equipments and Instruments have been procured to develop local infrastructure required for manufacture of wireless LAN products in view of MAKE IN INDIA campaign announced by Government of India.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange outgo and earnings is stated in Note 34(d) and 34(e) forming part of the Accounts.

19. EXTRACT OF ANNUAL RETURN

As provided under section 92 (3) of the Companies Act, 2013 the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure - F” which forms part of this report.

20. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(i) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is enclosed as "Annexure - G” to this report.

21. FIXED DEPOSITS

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.

22. PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Pursuant to Section 186 of the Companies Act, 2013 the Company does not have any loans/advances/ investments outstanding during the year.

23. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, resellers, bankers, shareholders, Goa Industrial Development Corporation, State Industries, Electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board

Place : Mumbai K. R. NAIK

Dated : 5th May, 2016 Executive Chairman

DIN:00002013


Mar 31, 2015

DEAR MEMBERS,

The Directors of your Company take pleasure in presenting their 22nd Annual Report together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS AND APPROPRIATIONS OF THE COMPANY

(Rs. in million)

2014-15 2013-14

Income from operations (Gross) 928.80 1543.15

Other Income 413.74 233.96

Profit/(Loss) Before Depreciation 167.50 (22.45)

and Tax

Add/Less: Depreciation for the year 32.69 36.95

Profit/(Loss) Before Tax 134.81 (59.40)

Less: Provision for Tax

a) Current Tax 21.50 -

b) Deferred Tax (18.75) -

c) Tax adjustment of Previous Year - 38.47

Profit/(Loss) After Tax 132.07 (20.93)

Balance of profit brought forward 3113.15 3204.29

Less: Depreciation on transition to 1.57 -

schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life

Amount available for appropriations 3243.64 3183.36

- Final Dividend 60.01 60.01

- Corporate Dividend Tax 12.00 10.20

Balance carried forward to 3171.64 3113.15

Balance Sheet

Earnings Per Share (Rs.) 4.40 (0.70)

2. REVIEW OF OPERATIONS

In the financial year 2014-15, the company achieved an Income from operations of Rs. 928.80 million as compared to Rs. 1543.15 million in the previous year. Profit before depreciation & tax was Rs. 167.50 million for the year ending 31st March, 2015 as compared to Loss of Rs. 22.45 million in the previous year.

Profit after tax was Rs. 132.07 million for the year ended 31st March, 2015 as compared to a loss of Rs. 20.93 million in the previous year.

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors' Report.

3. DIVIDEND

Your Directors have recommended for your consideration a dividend of Rs. 2/- per share (100%) for the year 2014-15.

4. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, evaluate Business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis at a Company level.

The Risk Management policy formulated by the Company has identified the key business risks and also the plans to mitigate the risks.

5. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate Internal Financial Control Systems, commensurate with the size, scale and complexity of its operations. The Management evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company on an ongoing basis.

6. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct which provides for adequate safeguards against victimization of director (s)/ employee (s) and also provides for direct access to the Chairman of the Audit committee in exceptional cases. The Audit Committee and the Board of Directors have approved the Whistle Blower Policy and the details of this policy are available on the website of the Company under the weblink http://smartlink.co.in/wp-content/uploads/ 2014/10/Smartlink-Whistle-Blower-Policv.pdf. The provisions of the Policy are in accordance with the provisions of Section 179 of the Act and amended Clause 49 of the Listing Agreement.

7. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to undertaking CSR activity under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable for the current year. However, the Company has constituted a CSR Committee consisting of the following Directors; namely:

1. Mr. Bhanubhai Patel (Chairman)

2. Mr. K. R. Naik (Member)

3. Mr. Pankaj Baliga (Member)

The Company has also formulated a CSR Policy and the same is displayed on the website of the Company at http://smartlink.co.in/wp-content/uploads/2014/10/ Corporate-Social-Responsibilitv-Policv-Smartlink.pdf

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

On recommendation of the Nomination and Remuneration Committee the Board of Directors had appointed Mr. Bhanubhai Patel and Mr. Pradeep Pande as Additional Directors of the Company in the category of Independent Directors with effect from 09th September, 2014 and 05th January, 2015 respectively subject to the approval of the Shareholders.

On recommendation of the Nomination and Remuneration Committee the Board had also appointed Ms. Arati Naik as an Additional Director of the Company in the Category of Executive and Whole Time Director for a period of 3 years with effect from 09th September, 2014 subject to the approval of the Shareholders.

The resolutions seeking approval of the members for the appointment of Ms. Arati Naik, Mr. Bhanubhai Patel & Mr. Pradeep Pande along with the particulars of Directors as required under Clause 49 (VIII)(E)(I) of the Listing Agreement entered with the Stock Exchange are given in the notice of the forthcoming Annual General Meeting of the Company. The Company has received a notice under section 160 of the Act along with the requisite deposit proposing their appointment.

In accordance with the provisions of the Companies Act, 2013; Mr. Pradeep Rane, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

All Independent Directors have given declaration that they meet the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Dattaraj Salgaoncar ceased to be a Director of the Company w.e.f. 26th July, 2014

Mr. K. R. Naik, Executive Chairman, Mr. Bhushan Prabhu, Chief Financial Officer and Ms. Urjita Damle, Company Secretary have been designated as Key Managerial Personnel in accordance with provisions of Section 203 of the Companies Act, 2013.

8.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

8.2 REMUNERATION POLICY

The Board has, on recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance Report.

8.3 MEETINGS

During the year 5 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8.4 AUDIT COMMITTEE

The details of the composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

9. DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and ability, your Directors in terms of Section 134(5) of the Companies Act, 2013, hereby state and confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 the profit of the Company for that period.

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the annual accounts have been prepared on a 'going concern' basis.

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

10. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

12. SUBSIDIARY

The Company has closed its Wholly Owned Subsidiary Company namely M/s Smartlink Middle East FZE w.e.f. 23rd October, 2014.

13. EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any ESOPS to its employees during the year.

14. AUDITORS

14.1 STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (Registration No.

117366W/W-100018), were appointed as Auditors of the Company to hold office till the conclusion of the 24th Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. There were no adverse comments by the statutory auditors of the company in their Report and notes thereto are self explanatory in nature.

14.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Dr. K. R. Chandratre, a Company Secretary in Practice (CP No. 5144) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure - B". The report does not contain any qualification.

14.3 COST AUDITOR

The Cost Audit Report for the year ended 31st March, 2014 was filed by the Company with the Ministry of Corporate Affairs on 13th August, 2014 vide SRN S30868178.

15. INTERNAL COMPLAINTS COMMITTEE

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment and there were no complaints received during the financial year.

16. DISCLOSURE REQUIREMENTS

Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. Management Discussion and Analysis is annexed as "Annexure A" to the report & Secretarial Audit Report as "Annexure B". As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on the corporate governance is annexed as "Annexure - C", together with a certificate from Dr. K. R. Chandratre confirming compliance annexed as "Annexure - D". Declaration by the Executive Chairman is annexed as "Annexure - E".

17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, 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

The steps taken or impact on conservation / utilising alternate sources of energy;

i. In order to meet our hot water requirements, a Solar water heater has been installed at our factory.

ii. Campus lighting has been changed from Halogen to LED.

B. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION

No new technology was absorbed during the year by the Company.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange outgo and earnings is stated in Note 36 (d) and Note 36 (e) respectively forming part of the Accounts.

18. EXTRACT OF ANNUAL RETURN

As provided under section 92 (3) of the Act, the extract of the Annual Return in form MGT- 9 is annexed herewith as "Annexure F" which forms part of this report.

19. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

The information required under section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is annexed as "Annexure - G" to this report.

20. 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.

21. PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Pursuant to Section 186 of the Companies Act, 2013, the Company does not have any loans/advances/ investments outstanding during the year.

22. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, resellers, bankers, shareholders, Goa Industrial Development Corporation, State Industries Electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board

Place : Mumbai K. R. NAIK Dated: 13th May, 2015 Executive Chairman DIN:00002013


Mar 31, 2013

TO THE MEMBERS,

The Board of Directors of your Company take pleasure in presenting their 20th Annual Report together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31st March, 2013. The summarised financials are as under:

1. FINANCIAL RESULTS AND APPROPRIATIONS

(Rs. in Million)

2012-13 2011-12

A. Continuing Operations

Income from operations (Gross) 1214.48 727.81

Other Income 362.49 309.80

Profit / (Loss) Before Exceptional item, 18.39 1.62 Depreciation and Tax

Add: Exceptional Item - 4709.51

Profit/(Loss) Before Depreciation and 18.39 4711.13 Tax

Less: Depreciation for the year 38.86 42.98

(Loss) / Profit Before Tax (20.47) 4668.15

Less: Provision for Tax

a) Current Tax - 1017.50

b) Deferred Tax - (8.75)

c) Tax adjustment of Previous Year (0.29) 1.35

(Loss)/Profit After Tax (20.18) 3658.04

B. Discontinuing Operations

Profit Before Tax from Discontinuing operations - 7.73

Provision for Tax

a) Current Tax - 2.50

b) Deferred Tax - (1.21)

Profit after Tax from Discontinuing Operations - 6.43

Net (Loss)/Profit for the Year (20.18) 3664.48

Balance of profit brought forward 3294.69 1112.57

Amount available for Appropriations 3274.50 4777.05

Appropriations:

-Transfer to General Reserve - 366.45

- Special Interim Dividend - 900.14

- Final Dividend 60.01 60.01

- Corporate Dividend Tax 10.20 155.76

Balance carried forward to Balance 3204.29 3294.69 Sheet

Earnings per Share (Rs.) (0.67) 122.13

2. SIGNIFICANT DEVELOPMENTS

In the financial year 2012-13, the company achieved an Income from operations of Rs.1214.48 million representing a growth of 66.9% as compared to Rs.727.81 million in the previous year.

Loss before Exceptional items and tax came down to Rs.20.47 million for the year ending 31st March, 2013 as compared to Rs.41.36 million in the previous year.

Loss after tax was Rs.20.18 million for the year ended 31st March, 2013 as compared to Profit of Rs.3664.48 million in the previous year (including Exceptional Item)

3. DIVIDEND

Your Directors have recommended for your consideration a dividend of Rs. 21- per share (100%) for the year 2012-13.

Dividend has been recommended out of the accumulated profits available for distribution.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is attached as part of this Annual Report.

5. CORPORATE GOVERNANCE

A separate section on Corporate Governance and Certificate by Dr. K. R. Chandratre - Practising Company Secretary, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Disclosure on Voluntary Corporate Governance Guidelines

The Ministry of Corporate Affairs has issued a set of Voluntary guidelines called "Corporate Governance - Voluntary Guidelines 2009" in December, 2009. The Company is substantially complying with the recommendations on Audit committee and Whistle Blower policy as contained in the Voluntary Guidelines and is taking steps towards implementation of other guidelines.

6. AWARDS & RECOGNITION

The Company''s products sold under the various brands have been acknowledged through numerous awards and prestigious accolades in 2012-13 and have been mentioned in the Management Discussion and Analysis Report.

7. DIRECTORS

Mr. K. M. Gaonkar and Mr. Pradeep Rane, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

8. 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.

9. AUDITORS

The Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re- appointment.

10. COST AUDITOR

The Company has appointed Mr. D. H. Zaveri, Cost Accountant, as Cost Auditor for conducting the cost audit for the financial year ending March 31, 2013. Mr. D.H. Zaveri is also reappointed as Cost Auditor for the year ending March 31,2014.

11.CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy

Your Company''s manufacturing facilities are certified with the ISO 14001 for Environmental Management System since 2001 and ISO 9001 for the Quality Management System since 1998 from UL DQS Inc. a leading international certification company.

The company continued with its effort in energy conservation during the year.

B. Research & Development & Technology Absorption

The Company has set high vision towards upgradation and absorption of new and the latest technologies in its wide Product Range.

Similarly your company is planning to upgrade the Test and Measurement facilities at the factory with some high end performance measuring equipments in various areas of wireless products.

C. Foreign Exchange Earnings and Outgo

Total foreign exchange earnings and outgo is stated in Note 38(e) 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 /email to the Company Secretary.

13. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard - 21 on Consolidated Financial Statements, the audited consolidated statements including the financial results of the 100% subsidiary, Smartlink Middle East FZE has been provided in the Annual Report.

The Company has availed the exemption given under Notification No: 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs and accordingly the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Annual Report of the Company.

The information relating to the subsidiary company as required under the aforesaid circular is being provided by way of a separate note no. 34 in the consolidated financial statements. The Company will make available the Annual Accounts of the subsidiary company, M/s Smartlink Middle East FZE to any member/ investor of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company are also available for inspection at the Registered Office of the Company.

14. DIRECTOR''S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors hereby state and confirm that:

a. in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b. appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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, 2013 and the loss of the Company for the financial year ending on 31st March, 2013.

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 have been prepared on a ''going concern'' basis.

15. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, resellers, bankers, shareholders, Goa Industrial Development Corporation, State Industries, Electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board

Place: Mumbai K. R. Naik

Dated: 30th April, 2013 Executive Chairman


Mar 31, 2012

The Board of Directors of your Company take pleasure in presenting their 19th Annual Report together with Audited Balance Sheet and Statement of Profit & Loss for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS AND APPROPRIATIONS

(Rs. in million)

A. Continuing Operations

Income from operations (Gross) 727.81 367.90

Other Income 309.80 54.92 Profit / (Loss) Before Exceptional

item, Depreciation and Tax 1.62 (45.82)

Add: Exceptional Item 4709.51 - Profit / (Loss) Before Depreciation

and Tax 4711.13 (45.82)

Less: Depreciation for the year 42.98 63.32

Profit / (Loss) Before Tax 4668.15 (109.14)

Less: Provision for Tax

a) Current Tax 1017.50 52.70

b) Deferred Tax (8.75) (8.53)

c) Tax adjustment of Previous Year 1.35 1.46 Profit / (Loss) After Tax 3658.05 (49.39)

B. Discontinuing Operations Profit Before Tax from

Discontinuing operations 7.73 321.79 Provision for Tax

a. Current Tax 2.50 107.70

b. Deferred Tax (1.21) (0.91) Profit after Tax from

Discontinuing Operations 6.43 215.00

Net Profit for the Year 3664.48 165.61

Balance of profit brought forward 1112.57 1033.26 Amount available for

Appropriations 4777.05 1198.87 Appropriations :

- Transfer to General Reserve 366.45 16.56

- Special Interim Dividend 900.14 -

- Final Dividend 60.01 60.01

- Corporate Dividend Tax 155.76 9.73 Balance carried forward to

Balance Sheet 3294.69 1112.57

Earnings per Share (Rs.) 122.13 5.52

2. SIGNIFICANT DEVELOPMENTS

The Board of Directors at its meeting held on 31st March, 2011 had signed the Business Transfer Agreement and approved the sale of Structured cabling business comprising of structured cabling products carried under the brand name "DIGILINK" hereinafter referred as ("Digilink Business") to Schneider Electric India Private Limited ("Schneider"). The shareholder's approval was received vide Postal Ballot on 11th May, 2011. The "Digilink Business" together with its respective assets and liabilities was transferred to Schneider for a cash consideration of Rs. 5030 million on a slump sale basis to be adjusted for necessary working capital adjustment. The aforesaid consideration was received on 13th May, 2011 and the balance consideration on working capital adjustment was received in September, 2011. The Profit on sale of Digilink Business amounting to Rs. 4709.51 million is shown as an exceptional item.

Consequent to the sale, the company continues to operate in its existing business in the Products business under the brand name "DIGISOL" and "DIGILITE" and the Service business under the brand name "DIGICARE".

In the financial year 2011-12, the company achieved Income from Continuing operations of Rs. 727.81 million representing a growth of 97.8% as compared to Rs. 367.90 million in the previous year.

Loss before Exceptional items and tax came down to Rs. 41.36 million for the year ending 31st March, 2012 as compared to Rs.109.14 million in the previous year.

Profit after tax and exceptional items increased to Rs. 3664.48 million for the year ended 31st March, 2012 as compared to Rs. 165.61 million in the previous year.

Organisational Changes

The Board of Directors has appointed Mr. Bimal Raj as the Chief Executive Officer - Products and Services with effect from 2nd April, 2012. Mr. Bimal Raj is a senior management professional with substantial management and leadership experience in large, dynamic organizations and brings with him more than 24 years of experience in the IT industry having worked in the areas of sales & marketing, identifying new technology areas and revenue streams, strategic planning and development.

The Board of Directors has also appointed Mr. Jangoo Dalal, Director of the Company subject to various statutory approvals as a Products and Service Business Consultant, for a period of three years.

These changes should help the Company to focus on growing the existing business in the coming years.

3. DIVIDEND

Your Directors have recommended for your consideration a final dividend of Rs. 2/- per share (100%) for the year 2011-12. This is in addition to the Special Interim Dividend of Rs.30/- per share (1500%) already paid during the year. The total dividend paid/payable for the year works out to Rs. 32/- per share .

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is attached as part of this Annual Report.

5. CORPORATE GOVERNANCE

A separate section on Corporate Governance as well as Certificate by Dr. K. R. Chandratre - Practising Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Disclosure on Voluntary Corporate Governance Guidelines

The Ministry of Corporate Affairs has issued a set of Voluntary guidelines called "Corporate Governance - Voluntary Guidelines 2009" in December, 2009. The Company is substantially complying with the recommendations on Audit committee and whistle blower policy as contained in the Voluntary Guidelines and is taking steps towards implementation of other guidelines.

6. AWARDS & RECOGNITION

All the Company's products sold under the various brands have been acknowledged through numerous awards and prestigious accolades in 2011-12. The various awards and recognition received have been included in the Management Discussion and Analysis Report.

7. DIRECTORS

Mr. Pankaj Baliga and Prof. R. T. Krishnan, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible Mr. Pankaj Baliga offers himself for re-appointment. However Prof. R. T. Krishnan has conveyed that,

he does not seek to be re-appointed. The Board of Directors places on record its appreciation for his valuable contribution and guidance to the Board and Management.

8. 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.

9. AUDITORS

The Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

10. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY

Your Company's manufacturing facilities at Goa continue to maintain the prestigious ISO Certification under ISO 14001: 2004 for Environmental Management System and ISO 9001:2008 for the Quality Management System from UL DQS Inc. a leading international certification company.

Your Company continued to implement energy conservation measures during the year in various areas such as Low power consuming LED light fixtures for outdoor lighting.

In continuance of the energy conservation initiative and commitment to compliance of ozone depleting substance rules, your company successfully completed the modernization of one chiller unit of the Air Conditioning system at its factory in Goa.

B. RESEARCH & DEVELOPMENT & TECHNOLOGY ABSORPTION

The Company is constantly taking steps in technological up gradation and development of new products, processes and applications. Initiatives have also been taken by the Company to get its Goa infrastructure facilities and products approved by various Independent agencies such as Telecommunication Engineering Center, DGS&D and RDSO.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earnings and outgo is stated in Note 37 forming part of the Accounts.

11. 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.

12. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard - 21 on Consolidated Financial Statements, the audited consolidated statements including the financial results of the 100% subsidiary, Smartlink Middle East FZE has been provided in the Annual Report.

The Company has availed the exemption given under Notification No: 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, and accordingly the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company.

The information relating to the subsidiary company as required under the aforesaid circular is being provided by way of a separate note in the consolidated financial statements. The Company will make available the Annual Accounts of the subsidiary company, M/s Smartlink Middle East FZE to any member / investor of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company are also available for inspection at the Registered Office of the Company.

13. DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors hereby state and confirm that:

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made 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 financial year ending on March 31, 2012.

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 have been prepared on a 'going concern' basis.

14. ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, resellers, bankers and shareholders, Goa Industrial Development Corporation, State Industries and Electricity Departments.

Your Directors also take this opportunity to thank the employees for their dedicated service and continued excellent work throughout the year.

For and on behalf of the Board

Place : Mumbai K. R. NAIK

Dated : 8th May, 2012 Executive Chairman


Mar 31, 2011

TO THE MEMBERS,

The Board of Directors of your Company take pleasure in presenting their 18th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the financial year ended 31st March 2011.

1. FINANCIAL RESULTS AND APPROPRIATIONS:

(Rs. in million)

2010-11 2009-10

Turnover (Gross) 1857.90 1556.32

Income from Services 128.00 168.52

Profit Before Depreciation and Tax 288.62 360.67

Less: Depreciation for the year 75.76 117.97

Profit Before Tax 212.86 242.70

Less: Provision for Tax

a) Current Tax 55.21 85.00

b) Deferred Tax (9.42) (22.73)

Profit After Tax 167.07 180.43

Less: Tax adjustment of Previous Year 1.46 1.78

Net Profit 165.61 178.65

Balance of profit brought forward 1033.26 959.95

Amount available for Appropriations 1198.87 1138.59

Transfer to General Reserve 16.56 17.86

Dividend 60.01 75.01

Tax on Dividend 9.73 12.46

Balance carried forward to

Balance Sheet 1112.57 1033.26

Earnings per Share (Rs.) 5.52 5.95

2. PERFORMANCE AND SIGNIFICANT DEVELOPMENTS:

In the financial year 2010-11, the company achieved a Turnover of Rs. 1857.90 million representing a growth of 19.38% as compared to Rs. 1,556.32 million in the previous year. The sales from services were lower at Rs. 128.00 million for the year ended 31st March, 2011 as compared to Rs. 168.52 million in the previous year.

Net Profit after tax decreased by 7.3% to Rs. 165.61 million for the year ending 31st March, 2011 as compared to Rs. 178.65 million in the previous year.

3. SALE OF DIGILINK BUSINESS:

On 31st March, 2011, the Company entered into a Business Transfer Agreement with Schneider Electric India Private Limited ("Schneider") for the sale of “DIGILINK Business” to Schneider for a consideration of Rs. 5030 million in cash on a slump sale basis. "DIGILINK Business" includes the land and building along with manufacturing facilities located at Plot No. L-3, Verna Industrial Estate, Verna, Goa and land and building premises located at Plot No. L-30, Verna Industrial Estate, Verna, Goa and all assets and liabilities relating to the "DIGILINK Business" (excluding cash and cash equivalents), distribution network, trademarks and the employees relating to the DIGILINK business.

On 11th May, 2011 the shareholders approved through Postal Ballot the sale of the "DIGILINK Business' to Schneider by passing an Ordinary Resolution under Section 293 (1) (a) of the Companies Act, 1956 read with the Companies (Passing of Resolution by Postal Ballot Rules, 2001). The votes cast assenting to the Ordinary Resolution were 22,502,181 shares representing 99.78 % of the total valid votes polled.

On 13th May, 2011, the Closing date, the company received the aforesaid consideration of Rs.5030 million subject to necessary working capital changes and the "DIGILINK Business" has been transferred to Schneider as a going concern on a slump sale basis.

The sale of "DIGILINK Business" constitutes "discontinuing operations" and a detailed disclosure required under Accounting Standard 24 is given in the notes to the financial statements in Schedule 15 (B) (3).

Following the sale of the 'DIGILINK Business', the company shall continue to operate its other existing business in the areas of active networking products under the brand name ‘DIGISOL’ and the service business comprising mainly of after sales service and support of all computer hardware products and technical call center services under the brand name 'DIGICARE".

4. DIVIDEND:

In view of the above, your Directors declared a payment of Special Interim Dividend of Rs. 30/- (Rupees Thirty only) per Equity Share of Rs. 2/- each i.e. 1500% for the year 2011-12 at its Meeting held on 23rd May, 2011.

Your Directors have also recommended for your consideration the payment of dividend of Rs. 2/- each for the year 2010-11 @ 100% per Equity Share of Rs. 2/- each if approved by Members at the forthcoming Annual General Meeting.

5. EMPLOYEE STOCK OPTION PLAN

The Company had Employee Stock Option Scheme, which was being administered by ESOP Trust and Remuneration Committee (earlier known as ESOP Compensation Committee) of Directors constituted as per SEBI Regulations. During the year 76,000 shares were exercised and the Employee Stock Option Plan has been terminated following the completion of the term of the ESOP Scheme.

6. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is attached as part of this Annual Report.

7. CORPORATE GOVERNANCE

A separate section on Corporate Governance as well as Certificate by Dr. K. R. Chandratre - Practising Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Disclosure on Voluntary Corporate Governance Guidelines:

The Ministry of Corporate Affairs has issued a set of Voluntary guidelines called “Corporate Governance - Voluntary Guidelines 2009” in December, 2009. The guidelines include conditions for composition of board, appointment of directors, scope and role of audit committee, rotation of Auditor firms and partners, Secretarial Audit Report and Institution of mechanism for whistle blowing. The Company is substantially complying with the recommendations on Audit committee and whistle blower policy and is taking steps towards implementation of other guidelines.

8. AWARDS & RECOGNITION

The Company’s efforts have been acknowledged through numerous awards and prestigious accolades in 2010-11 for various brands as mentioned in the Management Discussion and Analysis Report.

9. DIRECTORS

Mr. Jangoo Dalal and Mr. Dattaraj Salgaocar, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

10.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.

11.AUDITORS

The Auditors, M/s Deloitte Haskins & Sells, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

12.CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Conservation of Energy and Technology Absorption: Your Company’s manufacturing facilities at Goa continue to maintain the prestigious ISO Certification under ISO 14001:2004 for Environmental Management System and ISO 9001:2008 for the Quality Management System from UL DQS Inc. a leading international certification company.

Your Company continued to implement energy conservation measures during the year in various areas such as efficient use of air conditioning, provisioning of cross ventilations for the buildings and use of better thermal insulating materials in new aircondition installations. Rain Water Harvesting and recharging of ground water which was one of the major initiatives undertaken last year, has been completed successfully helping your company to contribute substantially towards water conservation.

In continuance of the energy conservation initiative of your company, modernisation of the chiller units of the Air Conditioning system, is under active consideration.

Your company was also one of the recipients of Safety Award from Green Triangle Society of Goa.

b. Technology Absorption:

The manufacturing lines are now completely complying with the European Union’s RoHS requirements and your company is committed to a continous programme of technological upgradation and development of new products, processes and applications.

New Interop Labs have been created at R&D facilities in Goa and Bangalore. This shall cater to the needs of the industry in test and measurements of the products in the niche technology areas such as VoIP, Internetworking and Network Security. Another initiative has been taken to get your Goa infrastructure facilities approved by Telecommunication Engineering Center.

The company's Research & Development Centre's at Bangalore and Goa has been recognized by Department of Scientific and Industrial Research (DSIR) and the expenditure on the same is stated in Schedule 15 B - Notes forming part of the Accounts.

c. Foreign Exchange Earnings and Outgo:

Total foreign exchange earnings and outgo is stated in Schedule 15 B - Notes forming part of the Accounts.

13.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.

14.CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Accounting Standard - 21 on Consolidated Financial Statements, the audited consolidated statements including the financial results of the 100% subsidiary, Digilink Middle East FZE has been provided in the Annual Report.

The Company has availed the exemption given under Notification No: 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, and accordingly the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company.

The information relating to the subsidiary company as required under the aforesaid circular is being provided by way of a separate note in the consolidated financial statements. The Company will make available the Annual Accounts of the subsidiary company, M/s Digilink Middle East FZE to any member/investor of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company are also available for inspection at the Registered Office of the Company.

15.DIRECTOR’S RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies (Amendment) Act, 2000, your Directors hereby state and confirm that

a) in the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and the profit of the Company for the financial year ending on March 31, 2011.

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 have been prepared on a 'going concern’ basis.

16.ACKNOWLEDGEMENTS

The Board wishes to thank the customers, vendors, dealers, distributors, resellers, bankers and shareholders for their continued support. Your Directors also thank the Goa Industrial Development Corporation, State Industries and Electricity Departments for their continuing support.

Your Directors wish to place on record their appreciation of the continued excellent work done by all the employees of the Company during the year.

For and on behalf of the Board K. R. NAIK Executive Chairman

Place :Mumbai

Dated :23rd May, 2011


Mar 31, 2010

The Board of Directors of your Company take pleasure in presenting the 17th Annual Report together with Audited Balance Sheet and Profit & Loss Account for the financial year ended 31s1 March 2010.

1. Financial Results and Appropriation:

(Rs. in million) 2009-10 2008-09

Turnover (Gross) 1556.32 1456.11

Income from Services 168.52 174.90

Profit Before Depreciation 360.67 165.13 and Tax Less: Depreciation for the year 117.97 105.67

Profit Before Tax 242.70 59.46

Less: Provision for Tax

a) Current Tax 85.00 5.50

b) Deferred Tax (22.73) (12.53)

c) Fringe Benefit Tax - 4.32

Profit After Tax 180.43 62.18

Add/(Less): Tax (1.78) 7.15

adjustment of Previous Year Net Profit 178.65 69.33

Balance of profit brought 959.95 1309.86 forward

Amount available for 1138.59 1001.98 Appropriations

Transfer to General Reserve 17.86 6.93

Dividend 75.01 30.00

Tax on Dividend 12.46 5.10

Balance carried forward 1033.26 959.95 to Balance Sheet

Earnings per Share (Rs.) 5.95 2.31

2. Performance and Significant Developments:

In the financial year 2009-10, the company achieved a turnover of Rs. 1556.32 million representing a growth of 6.9% as compared to Rs. 1456.11 million in the previous year. The sales from services were lower at Rs. 168.52 million for the year ended 31st March, 2010 as compared to Rs. 174.90 million in the previous year.

Net Profit after tax grew by 157.7% to Rs. 178.65 million for the year ending 31st March, 2010 as compared to Rs. 69.33 million in the previous year.

The Company has been following the policy of providing for depreciation on Plant and machinery, Electrical installations, Air conditioners, Computer software, Furniture fittings and office equipment in accordance with Schedule XIV of the Companies Act, 1956. During the year, the Company, in order to have more appropriate presentation of the fixed assets and having regard to the extent of usage of these assets and their estimated useful life, has changed this policy and now follows the policy of depreciating*these assets over their estimated useful life. As a result of change in the method of providing for depreciation, the charge for the year is higher by Rs.66 million and the profit for the year is lower by the like amount.

3. Dividend:

Your Directors have recommended for your consideration the payment of a dividend for the year 2009-10 @ 125% on the paid up equity capital, i.e., Rs. 2.50/- per share, to be paid, if approved by the members at the forthcoming Annual General Meeting.

4. Employee Stock Option Plan:

The Company has an ongoing Employee Stock Option Scheme, which is being administered by ESOP Trust and ESOP Compensation Committee of Directors constituted as per SEBI Regulations.

During the current year, ESOP Compensation Committee has re-priced the unexercised options granted to employees to compensate for reduction in the intrinsic value of the company pursuant to the

Scheme of Arrangement with D-link (India) Limited. During the year no options have been granted to any employees.

The Information and details of options granted under Smartlink ESOP Plan for the year ended 31st March 2010 are given in the Annexure - I to this Report.

5. Management Discussion & Analysis Report:

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion & Analysis Report is appended to this report.

6. Corporate Governance:

A separate section on Corporate Governance as well as Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

Disclosure on Voluntary Corporate Governance Guidelines:

The Ministry of Corporate Affairs has issued a set of Voluntary guidelines called "Corporate Governance - Voluntary Guidelines 2009" in December, 2009.The guidelines include conditions for composition of board, appointment of directors.scope and role of audit committee, rotation of Auditor firms and partners, Secretarial Audit Report and Institution of mechanism for whisle blowing. The company is substantially complying with the recommendations on Audit committee and is taking steps towards implementation of other guidelines.

7. Awards & Recognition

The Companys efforts have been acknowledged through numerous awards and prestigious accolades in 2009. During the year the company has received the following awards and recognition:

a. PC Quest Users Choice Awards 2009 ranked DIGILINK® as No. 1 in Indias Most Wanted IT Brands for Structured Cabling.

b. In a channel survey done by CRN, DIGILINK® has been recognized as the Channel

Champion in Network Cabling 2009, second year in the row.

c. DIGILINK® was recognised as the Best Structured Cabling Company and Fastest growing brand by Varindia Star Nite Award 2009.

8. Directors :

Mr. K. M. Gaonkar and Mr. Pradeep Rsine, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment.

Mr. A. P. Chen & Mr. Tony Tsao resigned from the Board during the year effective 29th July, 2009. The Board places on record the valuable contribution made by them during their tenure as Directors of the Company.

9. 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.

10. Auditors:

The Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

11. Conservation Of Energy, Research And Development, Technology Absorption, Foreign Exchange Earnings And Outgo:

a. Conservation of Energy and Technology Absorption:

Your Companys manufacturing facilities at Goa are certified under ISO 14001: 2004 for Environmental Management System and ISO 9001:2008 for the Quality Management System. Towards energy conservation and optimal utilization, your company has resorted to provisioning of air conditioning very judiciously, wherever the processes demand. Other non critical processes have been brought out of air conditioning by provisioning of Cross

ventilations for the buildings. New air conditioned installations have been designed with better thermal insulating materials so as to reduce the losses, as well as equipped with EC motor blowers for enhanced efficiency.

Roof Water Harvesting & recharging of ground water has been one of the major initiatives undertaken this year and shall help us to conserve water for future use.

b. Technology Absorption:

The manufacturing lines are now completely complying to the European Unions RoHS requirements . Imported machinery is used in the manufacturing process. The Company is, always, on the look out for ways and means to improve quality & productivity further by introducing/adopting new technology and constantly improving the existing methods of manufacturing. Your company has a new Shrink Wrapping machine recently installed at the product packing. This makes the product packaging weatherproof and also gives it an appealing looks.

The companys Research & Development Centres at Bangalore and Goa has been recognized by Department of Scientific and Industrial Research (DSIR) and the expenditure on the same is stated in notes forming part of the Accounts.

c. 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 a 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 financial 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. Incorporation of Digilink MiddleEast FZE, a 100% Subsidiary Company:

The Company has formed a wholly owned Subsidiary "DIGILINK MIDDLE EAST (FZE)" in Sharjah, U.A.E to tap the opportunities for exports in U.A.E and Middle East. The Company has made an investment of Rs. 1.82 crores (1.5 million AED) as subscription towards the initial paid-up capital in April, 2010.

15. Acknowledgements:

Your Directors appreciate the wholehearted support received from our valued customers, shareholders, clients, vendors, dealers, distributors, and bankers throughout the year.

The Directors also wish to place on record their appreciation of the continued excellent work done by all the employees of the Company during the year. Your Directors specially thank all the shareholders for their continued faith in the Company.

Your Directors also thank the Goa Industrial Development Corporation, State Industries and Electricity Departments for their valuable support.

For and on behalf of the Board

Mumbai K. R. NAIK

Dated: 12th May, 2010 Executive Chairman

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