Danlaw Technologies India Ltd Directors Report.

To,

The Members,

The Directors submit annual report of Danlaw Technologies India Limited (DTIL) along with the audited financial statements for the financial year ended March 31, 2020.

Consolidated performance of the Company and its subsidiary has been referred to wherever required.

Financial Results

(Rs. In Lakhs)

Particulars

2019-20

2018-19

DTIL DTI DEAL Cons. DTIL DTI DEAL Cons.
Net Sales/Income from operations 1534.25 135.19 3815.53 5484.97 2597.71 137.81 2750.69 5486.21
Other Income 114.51 6.11 2.54 123.16 61.23 6.58 1.83 69.64
Total Income 1648.76 141.30 3818.07 5608.13 2658.94 144.39 2752.52 5555.85
Cost of materials 606.19 0.00 2380.62 2986.81 1362.01 0.00 1598.19 2960.20
Employees Cost 928.81 95.70 918.20 1942.71 899.34 109.35 751.39 1760.08
Finance Cost 24.26 0.00 19.44 43.70 2.07 0.00 0.00 2.07
Depreciation 187.85 0.00 132.52 320.37 28.18 0.00 84.06 112.24
Other Expenses 330.99 6.90 642.93 980.82 325.03 9.75 500.59 835.37
Total Expenses 2078.10 102.60 4093.71 6274.41 2616.63 119.10 2934.23 5669.96
Profit / (Loss) before tax (429.34) 38.70 (275.64) (666.28) 42.31 25.29 (181.71) (114.11)
Current Tax 0.00 8.91 0.00 8.91 8.11 5.63 0.71 14.45
Prior-period Tax 0.25 0.00 (6.20) (5.95) (2.60) 0.00 46.47 43.87
Deferred Tax (102.48) 0.00 (46.35) (148.83) 6.22 0.00 (87.53) (81.31)
Profit / (Loss) after tax (327.11) 29.79 (223.09) (520.41) 30.58 19.66 (141.36) (91.12)
Profit / (Loss) attributable to: - Owners of the Company (327.11) 29.79 (156.17) (453.49) 30.58 19.66 (98.95) (48.71)
- Non controlling interests 0.00 0.00 (66.93) (66.93) 0.00 0.00 (42.41) (42.41)
Paid up equity share capital 370.75 295.66 516.97 370.75 370.75 295.66 516.97 370.75
Reserves and Surplus (Excl. revaluation reserve) 1737.79 367.09 935.97 1850.56 2046.08 290.08 1164.09 2241.91
Earnings per share - basic (8.82) 46.55 (4.32) (12.23) 0.82 30.72 (2.73) (1.31)
Earnings per share - diluted (8.82) 46.55 (4.32) (12.23) 0.82 30.72 (2.73) (1.31)

DTIL: Danlaw Technologies India Limited

DTI : Danlaw Technologies Inc - 100% wholly owned subsidiary

DEAL: Danlaw Electronics Assembly Limited - subsidiary

Dividend

In view of the accumulated losses, your directors do not recommend any dividend for the Financial Year 2019-2020

Transfer to Reserve

Since there is no surplus in Profit and Loss account, there is no transfer to general reserve.

Share Capital

During the year under review, there were no changes in the share capital of the Company. Share Capital of the Company as on March 31, 2020 was as follows:

Authorized Capital - Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs Only) Equity Shares of Rs. 10 each.

Issued, Subscribed and Paid Up Capital - Rs. 3,70,74,900/- (Rupees Three Crores Seventy Lakhs Seventy Four Thousand Nine Hundred Only) divided into 37,04,790 (Thirty-Seven lakhs four thousand Seven Hundred and Ninety only) Equity Shares of Rs. 10 each.

Companys Performance (Stand Alone)

Revenue from operations has decreased by about 41% to Rs. 1534.25 lacs. The net Loss for the fiscal year is Rs.327.11 lacs as compared to a Profit of Rs.30.58 lacs in the previous year. Due to slow down in the Automotive industry during the year, as well as delays in the launch of our products due to global pandemic in the fourth quarter the company has incurred loss.

The other income of Rs.114.51 lacs includes Rs.94.38 lacs of Lease Rental income, Rs.8.18 lacs interest income.

Change in the nature of business, if any

During the year under review, there has been no change in the nature of business of the Company.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments, affecting the financial position of the company which occurred during and between the end of the financial year to which the financial statements relate and the date of this report.

Events subsequent to the date of financial statement

The Covid-19 lockdown has significant impact on how we conduct our business and the company has taken all the necessary steps.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There are no significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Internal financial control systems and their adequacy

The Companys internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information,

complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.

Subsidiary Companies

Danlaw Technologies, Inc - wholly owned subsidiary in USA

Danlaw Electronics Assembly Limited - Subsidiary Company in Goa, India

Performance and financial position have been given above in the financial results.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the data of the balance sheet.

Auditors

In terms of the provisions of Section 139(1) of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 the Company appointed the Statutory Auditors for a period of five years from the conclusion of the 24th Annual General Meeting upto the conclusion of 29th Annual General Meeting. Your Company has received confirmation from the said Auditor that their appointment is within the limits prescribed under Section 139(1) of the Companies Act, 2013 and Rule 4(1)(a) of Companies (Audit and Auditors) Rules, 2014.

The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

Auditors report

There are no qualifications, reservations or adverse remarks made by M/s. CSVR & Associates, Chartered Accountants, and Statutory Auditors in their report for the Financial Year ended 31st March, 2020.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s MNM & Associates, Company Secretaries in Practice (CP No 11694) to conduct the Secretarial Audit of the Companys secretarial and related records for the year ended 31st March 2020. The Secretarial Audit Report of the Company is annexed herewith as Annexure and forms an integral part of this report.

Secretarial Auditors Report

There are no qualifications, reservations or adverse remarks made by M/s. MNM & Associates, Practicing Company Secretaries in their report for the financial year ended 31st March, 2020.

Internal Auditor

The Board on the recommendations of the Audit Committee has appointed M/s. Ramana Reddy & Associates, Chartered Accountants as internal auditors of the Company. The Internal Auditors are submitting the reports regularly.

Maintenance of cost records

The company is not required to maintain cost records as specified by the central government under sub section (1) of section 148 of the Companies Act, 2013.

Extract of the Annual Return

The extract of the annual return in Form No. MGT - 9 is annexed and shall form part of the Boards Report.

Conservation of energy and technology absorption

a) Conservation of energy

Your Company is engaged in the business of software and information technology and has no specific activities relating to conservation of energy and technology absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014. The Company has taken necessary measures wherever possible for the conservation of energy. However, your Company uses information technology extensively in its operations and also continues its endeavor to improve energy conservation and utilization, safety and environment.

b) Research & Development and Technology Absorption:

(i) R & D: Your Company has a team of people working on R & D. This year Rs.321.59 lacs spent on R&D.

(ii) Technology Absorption: Your Company continues to use state of the art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

Foreign exchange earnings and outgo:

The particulars of foreign exchange earnings and outgo are given below.

Particulars 2019-2020 2018-2019
Earnings 5,47,97,087 8,80,92,130
Outgo 3,28,86,619 10,95,66,270

Corporate social responsibility policy

The Company was not required to constitute Corporate Social Responsibility (CSR) Committee as the company has not met any of the thresholds mentioned in section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about the policy on Corporate Social Responsibility and initiative taken are not applicable to the company.

Directors and Key Managerial Personnel

Mrs. P Sundaramma was appointed as Independent Director of the Company in the 22ns AGM for a period of 5 years and their tenure ends at 27th AGM to be held in 2020. Mrs. P Sundaramma has opted not to be re-appointed. The Board places on record its sincere appreciation for the valuable advice during her tenure as Director of the Company.

All the Independent Directors of your Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the Rules made there under and also as per applicable regulations of the SEBI (LODR) Regulations, 2015.

Name Category

Attendance at

Number of Directorships held in other public companies

Number of Committee positions held in other public companies

Board Last AGM Unlisted Listed Unlisted Listed
Mr. Raju S Dandu* Promoter Executive 7 Yes 1 Nil Nil Nil
Mr. Naga Satyanarayana Sappata Independent Nonexecutive 6 Yes Nil Nil Nil Nil
Mr. K N Praveen Kumar Independent Nonexecutives 6 Yes Nil Nil Nil Nil
Mr. T Ravikumar Independent Nonexecutive 7 Yes Ni Nil Nil Nil
Mrs. P Sundaramma Independent Nonexecutive 4 No Nil Nil Nil Nil
Mr. Sirish Batchu** Managing Director- executive 5 Yes Nil Nil Nil Nil

None of the Directors are disqualified from being appointed or holding office as Directors, as stipulated under Section 164 of the Companies Act, 2013.

Key Managerial Personnel

Mrs. V Padmaja was appointed as the Company Secretary of the Company with effect from 28.05.2014 and she has resigned from the services of the Company on 01.05.2019.

Mr. Gaurav Padmawar was appointed as the Company Secretary of the Company with effect from 01.05.2019.

*At the Board Meeting held on 08.02.2020, Mr Raju S Dandu was appointed as the whole-time Director and Executive Chairman of the Company for a period of Three years with effect from February 25, 2020 subject to the approval of shareholders at the ensuing Annual General Meeting and central government.

**At the Board Meeting held on 08.02.2020, Mr Sirish Batchu was appointed as the Managing Director of the Company for a period of Three years with effect from February 25, 2020 subject to the approval of shareholders at the ensuing Annual General Meeting.

There were no other changes in the office of Key Managerial personnel of the company.

Meeting of the Board of Directors

Seven meetings of the board were held during the year. The Meetings were held on, 1st May, 2019 20th May 2019, 10th August 2019, 31st August 2019 20th September 2019, 09th November 2019, 8th February 2020. The maximum interval between any two meetings did not exceed 120 days.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Audit Committee

As on 31st March, 2020, the Audit Committee consists of five directors as its members, out of whom four are independent non-executive directors and one is Whole-time Director.

There were 4 (four) meetings held on 20th May 2019, 10th August 2019, 9th November 2019, 8h February 2020 during the Financial Year 2019-20

Names of the members and the Chairman of the Committee as on 31st March, 2020together with their attendance are given in the following table:

Name of Director Category No. of meetings attended
Mr. Raju S Dandu Executive Director 4
Mr. Naga Satyanarayana Sappata Non-Executive - Independent Director 4
Mr. K N Praveen Kumar Non-Executive - Independent Director 4
Mr. T Ravikumar - Chairman Non-Executive - Independent Director 4
Mr. P Sundaramma Non-Executive - Independent Director 3

Necessary quorum was present in all the meetings. .Mr. T Ravikumar Chairman of the Audit Committee attended the last Annual General Meeting (AGM) of the Company.

The terms of reference to the Audit Committee cover the matter specified for Audit Committee under Regulation 18 of SEBI Listing Regulations and Section 177 (1) of the Companies Act, 2013 and SEBI Listing Regulations.

Nominations and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under section 178 of the Companies Act, 2013 read with the Regulation 19 of the SEBI Listing Regulations.

There were two meeting held on 10th August 2019 and 8th February 2020 during the Financial Year 2019- 2020

Names of the members and the Chairman of the Committee as on 31st March, 2020 are given below

Name Category
Mr. Naga Satyanarayana Sappata Independent Non-executive - Chairman
Mr. Kotti Nanda Praveen Kumar Independent Non-executive
Mr.Ravi Kumar Tamma Independent Non-executive

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (SRC) of the Board of Directors meets the Criteria laid down under Section 178 of the Companies Act, 2013, read with the Regulation 20 of the SEBI Listing Regulations.

One meeting of the Stakeholders Relationship committee was held during the year. The dates on which the said meetings was held on 08-02-2020

M/s. KFin Technologies Private Limited, the Registrars and Share Transfer Agents, maintains the share accounting package and upgrades the data on weekly basis, as per the information received from NSDL / CDSL. No investor complaints were received during the entire financial year.

Names of the members and the Chairman of the Committee as on 31st March, 2020 are given below

Name Category
Mr Dandu Satyanarayana Raju Executive Director
Mr. Naga Satyanarayana Sappata - Independent Non-executive
Mr.Ravi Kumar Tamma - Independent Non-executive- Chairperson

Particulars of loans, guarantees or investments under section 186

In the Financial Year 2019-20, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangement with related parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3 )(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

Managerial Remuneration

a. The ratio of remuneration of Managing Director to the median remuneration of the employees of the Company for the financial year: 32.3

b. The ratio of remuneration of Whole Time Director to the median remuneration of the employees of the Company for the financial year: 4.5

c. No other directors are paid remuneration except sitting fees

d. The number of permanent employees on the rolls of the Company: 148

Particulars of Employees

None of the employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no such particulars in this regard are annexed.

Vigil Mechanism/ Whistle Blower Policy

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and in terms of regulation 22 of the SEBI Listing Regulation (URL: www.danlawtechnologies.com).

Obligation of Company under the Sexual Harassment of Women Workplace (Prevention,Prohibition and Redressal) Act, 2013

During the financial year 2019-2020, the Company has not received any complaint of sexual harassment against women employees of the Company.

Industry based disclosures as mandated by the respective laws governing the company

The Secretarial audit report for the financial year 2019-20 has briefed on compliance of industry-based disclosures and concerned laws governing the company.

Managements Discussion And Analysis:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is set out in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors had prepared the annual accounts on a going concern basis;

v. the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2019-20.

CORPORATE GOVERNANCE REPORT:

As per the provisions of 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), the compliances with corporate governance provisions as specified in Regulations 17 to 27 are applicable to the Company only if its paid up Capital exceeds Rs. 10 Crores and if Net worth is above Rs. 25 Crores.

As on 31st March, 2020, the paid up share capital of the company is Rs. 3,70,74,900 which does not exceed Rs. 10 Crores limit and the Net Worth of the Company is Rs. 21,08,53,715/- which does not cross Rs. 25 Crores.

Hence, the compliance of provisions of Regulations 17 to 27 of SEBI (LODR) Regulations are not applicable to the Company.

In light of the above, Corporate Governance Report is not applicable to the Company during the period under review.

Acknowledgement

Your Directors place on record their gratitude and appreciation for the continued cooperation and excellent support received from all the quarters.

Your Directors also wish to place on record their appreciation for the sincere contributions received from the employees of the Company in enabling it to achieve the performance during the year under review and the valuable co-operation and continuous support extended by the Bankers, Consultants, Stakeholders, Strategic Investor, various Government and Statutory authorities and other business associates.

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

I CIN L72200TG1992PLC015099
Ii Registration Date December 3, 1992
Iii Name of the Company Danlaw Technologies India Limited
Iv Category / Sub-Category of the Company Company Limited by shares / Indian Non-Government Company
v Address of the registered office and contact details Plot no.43, Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500034 Tel: 91 40 2354 2499, Fax: 91 40 2354 1671 Email: investor.relations@danlawtechnologies.com Website: www.danlawtechnologies.com
vi Whether listed company : Yes
viii Name, Address and Contact details of Registrar and T ransfer Agent, if any KFin Technologies Private Limited(formerly known as Karvy Fintech Private Limited) Selenium Building, Tower-B, Plot No.31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad-500032 Tel : 040-6716 2222, Fax : 040-2300 1153 Email: einward.ris@kfintech.com Website: www.kfintech.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. Name and Description of main No. products / services NIC Code of the Product / Service % to total turnover of the company
1. Computer Programming, Consultancy and Related Activities 620 34
2. Industrial electronics 264 63

III. Particulars of Holding &Subsidiary

Sr.No. Name and Address of the Company CIN/GLN Holding/Subsidiary /Associate (% of shares) Applicable Section
1 Danlaw Technologies Inc Address : 41131,Vicenti Court, Novi, Michigan 48375, USA Subsidiary 100 2(87)
2 Danlaw Electronics Assembly Limited Address : L-15, Electronic City Verna , Salcete, Goa, India U33301GA1991PLC001148 Subsidiary 70 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Sl. Category of Shareholders

No.of Shares held at the beginning of the year i.e 01.04.2019

No.of Shares held at the end of the year i.e 31.03.2020

% Change
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares during the year
A. Promoters
1 Indian
a. Individuals / Hindu Undivided Family 265913 0 265913 7.17 206913 0 206913 5.58 1.59
b. Central Government / State Governments(s) 0 0 0 0 0 0 0 0 0
c. Bodies Corporate 1461592 0 1461592 39.42 1461592 0 1461592 39.42 0
d. Financial Institutions / Banks 0 0 0 0 0 0 0 0 0
e. Others - 0 0 0 0 0 0 0 0 0
Sub-Total (A) (1) 1727505 0 1727505 46.60 1668505 0 1668505 45 1.60
2. Foreign
a. Individuals (Non-Resident Individuals / Foreign Individuals) 123300 0 123300 3.33 182300 0 182300 4.92 1.59
b. Bodies Corporate 0 0 0 0 0 0 0 0 0
c. Institutions 0 0 0 0 0 0 0 0 0
d. Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
e. Others - Trust 0 0 0 0 0 0 0 0 0
Sub-Total (A) (2) 123300 0 123300 3.33 182300 0 182300 4.92 1.59
Total Shareholding of Promoter and Promoter Group (A) 1850805 0 1850805 49.92 1850805 0 1850805 49.92 0
B. Public Shareholding
1. Institutions
a. Mutual Funds / UTI 0 0 0 0 0 0 0 0 0
b. Financial Institutions / Banks 0 0 0 0 0 0 0 0 0
c. Central Government / State Governments(s) 43000 0 43000 1.16 43000 0 43000 1.16 0
d. Venture Capital Funds 0 0 0 0 0 0 0 0 0
e. Insurance Companies 0 0 0 0 0 0 0 0 0

 

f. Foreign Institutional Investors 0 0 0 0 0 0 0 0 0
g. Foreign Venture Capital Investors 0 0 0 0 0 0 0 0 0
h. Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
i. Foreign Portfolio Investors (Corporate) 0 0 0 0 0 0 0 0 0
j. Any Other (specify) 0 0 0 0 0 0 0 0 0
Sub-Total (B) (1) 43000 0 43000 1.16 43000 0 43000 1.16 0
2. NonInstitutions
a. Bodies Corporate 101215 1400 102615 2.77 97759 1400 99159 2.69 0.08
b. Individuals -
i. Individual shareholders holding nominal share capital upto Rs. 2 lakh 1118965 17541 1136506 30.65 1130782 17341 1148123 30.97 0.32
ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakh 515889 0 515889 13.91 490147 0 490147 13.22 0.69
c. Qualified Foreign Investor 0 0 0 0 0 0 0 0 0
d. Any Other NRI 56667 0 56667 1.53 71715 0 71715 1.93 0.4
i. Foreign Companies 0 0 0 0.000 0 0 0 0.000 0.000
ii. Clearing Members / Clearing House 2008 0 2008 0.05 4541 0 4541 0.12 0.07
Sub-total (B) (2) 1794744 18941 1813685 48.92 1794944 18741 1813685 48.92 0
Total Public Shareholding (B) = (B)(1)+(B)(2) 1837744 18941 1856685 50.08 1837944 18741 1856685 50.08 0
TOTAL (A)+(B) 3688549 18941 3707490 100 3688749 18741 3707490 100 0
C. Shares held by Custodians and against which Depository Receipts have been issued 0 0 0 0 0 0 0 0 0.00
GRAND TOTAL (A)+(B)+(C) 3688549 18941 3707490 100 3688749 18741 3707490 100 0.00

ii. Shareholding of Promoters

Sr. Shareholders Name No.

Shareholding at the beginning of the year 01.04.2019

Shareholding at the end of the year 31.03.2020

% change in shareholding
No.of Shares % of total Shares of the company % of Shares Pledged/en- cumbered to total shares No.of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares during the year
1. Danlaw Systems India Ltd 1461592 39.42 0.00 1461592 39.42 0.00 0.00
2. Srinivas Dandu 63200 1.70 0.00 63200 1.70 0.00 0.00
3. Pallavi Dandu 60100 1.62 0.00 60100 1.62 0.00 0.00
4 Lakshmi Dandu 59000 1.59 0.00 59000 1.59 0.00 0.00
5 D Lakshmi 60100 1.62 0.00 60100 1.62 0.00 0.00
6. D Venkat Raju 52800 1.42 0.00 52800 1.42 0.00 0.00
7 Pallalamma Dandu 46300 1.25 0.00 46300 1.25 0.00 0.00
8. D Praveen Varma 39713 1.07 0.00 39713 1.07 0.00 0
9 B V Ramana 8000 0.22 0.00 8000 0.22 0.00 0.00
Total 1850805 49.92 0.00 1850805 49.92 0.00 0.00

iii. Change in Promoters Shareholding (please specify, if there is no change)

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. At the beginning of the year
2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (eg. allotment / transfer / bonus/ sweat equity etc): There is no change in Promoters Shareholding between 01.04.2019 to 31.03.2020
3. At the end of the year

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. Top 10 Shareholders* No.

Shareholding at the beginning of the year 01-04-2019

Cumulative Shareholding end of the year 31-03-2020

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Rajesh Joseph 105434 2.84 70100 1.89
2. V Subba Raju Namburi 56500 1.52 56500 1.52
3. Vivekanand Gangaramani 25011 0.67 48100 1.30
4. Vaibhav Mishra 52354 1.41 47619 1.28
5. Vamshidhar Patibandla 50000 1.35 47000 1.27
6. Karthik Reddy A 44085 1.19 44085 1.19
7. Pannu Bhansali 30775 0.83 30284 0.82
8. Dilip Nagda 26914 0.73 - -
9. Vivekanand Gangaramani 25011 0.67 48100 1.30
10. Anita Dalal 25000 0.67 25000 0.67

*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder.

v. Shareholding of Directors and Key Managerial Personnel:

Sr. Folio/Beneficiary No. Account no Name of the Shareholder Date Reason

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Nil Nil 1 -Apr-2019 At the beginning of year Nil Nil Nil Nil
31-Mar-20 At the end of the year Nil Nil Nil Nil
Total : Nil Nil Nil Nil

VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

(In Rs.)

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i. Principal Amount - - -
ii. Interest due but not paid iii. Interest accrued but not due -
Total (i+ii+iii) - - - -
Change in indebtedness during the financial year
x Addition - - -
x Reduction - - -
Net Change - - - -
Indebtedness at the end of the financial year
i. Principal Amount - - - -
ii. Interest due but not paid
iii. Interest accrued but not due - - - -
Total (i+ii+iii) - - - -

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and / or Manager:

Sr. Particulars of Remuneration No. Name of the MD/WTD/Manager Name of the MD/WTD/Manager
Mr. Sirish Batchu* Mr. Raju S Dandu#
1. Gross salary In Rs In Rs.
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 11,74,504 18,00,000
(b) Value of perquisites u/s 17(2) of the Income- tax Act, 1961 - 4,353
(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961 - -
2. Stock Option - -
3. Sweat Equity - -
4. Commission - as % of profit -
5. Others, Allowances 50,0000 -
Total (A) 12,24,504 18,04,353

B. Remuneration to other directors:

In Rs.

Sr. Particulars of Remuneration No. Fee for attending board / committee meetings Others, please specify Total Amount
1. Independent Directors
Mr. N S Sappata 1,00,000 - 1,00,000
Mr. T Ravi Kumar 1,10,000 - 1,10,000
Mr. K N Praveen Kumar 1,00,000 - 1,00,000
Mrs. P Sundaramma 70,000 - 70,000
Mr. Sirish Batchu* -
Total(1)

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

In Rs.

Sr. Particulars of Remuneration No.

Key Managerial Personnel

Mr. A V R K Varma CFO Mr. Gaurav Padmawar CS Total
1. Gross salary
a. Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 18,80,400 5,30,299 24,106,99
b. Value of perquisites u/s 17(2) of the Income-tax Act, 1961 -
c. Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 -
2. Stock Option -
3. Sweat Equity -
4. Commission - as % of profit -
5. Others, Allowances -
Total 18,80,400 5,30,299 24,106,99

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the year ended March 31, 2020