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, 2018. Consolidated performance of the Company and its subsidiary has been referred to wherever required.

FINANCIAL RESULTS

Rs. in Lakhs

Particulars

2017-18

2016-17

DTIL wos Cons. DTIL WOS Cons.
Net sales/Income from operations 1820.83 137.24 1958.07 1149.29 152.58 1301.87
Other Income 71.51 1.34 72.85 109.16

-

109.15
Total Income 1892.34 138.57 2030.91 1258.45 152.57 1411.02
Cost of materials 693.54

-

693.54 180.21

-

180.21
Employees Cost 772.78 88.49 861.27 707.93 93.26 801.09
Finance cost 0.63

-

0.63 2.31

-

2.31
Depreciation 18.75

-

18.75 19.25

-

19.25
Other Expenses 245.64 10.52 256.16 188.91 12.07 200.98
Total Expenses 1731.34 99.01 1830.35 1098.61 105.23 1203.84
Profit / (Loss) before tax 161.00 39.56 200.56 159.84 47.34 207.18
Current Tax 35.95 7.70 43.65 35.66 9.10 44.76
Deferred Taxes 13.33 - 13.33 319.69 - 319.69
Profit / (Loss) after tax 111.72 31.86 143.58 (195.51) 38.24 (157.27)
Paid up equity share capital 370.75 295.66 370.75 372.03 295.66 372.03
Reserves and Surplus (excl. revaluation reserve) 2015.59 222.81 2238.40 1908.24 196.58 2104.82
Earnings per share - Basic 3.01 3.87 (5.26) (4.23)
Earnings per share - Diluted 3.01 3.86 (526) (4.23)

Dividend

In view of requirement of funds for expansion / operations, the Board of Directors of your Company does not recommend any dividend for the financial year 2017-18.

Transfer to Reserve

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

Companys Performance (Stand Alone)

Revenue from operations has increased by about 58% to Rs.1820.83 lacs. The net Profit before Extraordinary items and Tax for the fiscal year is Rs.161.00 lacs as compared to a Profit of Rs.159.84 lacs in the previous year. Due to lapse of brought forward loss from earlier years the deferred tax asset has impacted with a reduction of Rs.319.69 lacs in the year 2016-17. Your management continued to control the costs without compromising the future delivery capacity.

The other income of Rs.71.51 lacs includes about Rs.56.17 lacs of interest income. The management continues to put efforts to collect all the receivables from our customers.

Change in the nature of business, if any

There is no change in the nature of business.

Events subsequent to the date of financial statement

The Company has acquired Titan TimeProducts Limited, Goa having the electronics assembly lines for a consideration of Rs.18.50 crores through share purchase agreement on 18th June, 2018. Thus Titan Timeproducts Ltd has become a 100% subsidiary and subsequently name changed to Danlaw Electronics Assembly Limited. The acquisition is to facilitate the need of the company to manufacture its electronic products utilizing the assembly lines and expertise of Titan Time Products Limited.

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

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

Danlaws internal financial control systems are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, executing transactions with proper authorization and ensuring compliance of corporate governance.

Subsidiary Companies

The Company has a wholly owned subsidiary in USA, Danlaw Technologies, Inc. Performance and financial position has been given above in the financial results.

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 24 th 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. As per the provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by the members at every AGM. Therefore, the Board of Directors recommend to the Members for ratification accordingly.

Auditors report and secretarial auditors report

The auditors report and secretarial auditors report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

Extract of the Annual Return

The extract of the annual return in Form No. MGT - 9 is annexed and shall form part of the 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 no revenue expenditure was deferred.

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

Foreign exchange earnings and outgo:

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

Particulars 2017-2018 2016-2017
Earnings 8,91,12,870 8,99,06,509
Outgo 7,16,69,998 57,50,750

Corporate social responsibility policy

Not applicable

Directors and Key Managerial Personnel

1. Mr. Raju S Dandu -- Chairman and Managing Director(KMP)
2. Mr. M A Ashok Kumar -- Independent Director
3. Mr. Naga Satyanarayana Sappata -- Independent Director
4. Mr. T .Ravi Kumar -- Independent Director
5. Mr. N Praveen Kumar -- Independent Director
6. Mrs. P.Sundaramma -- Independent Director
7. Mr. AVRK Varma -- Chief Financial Officer (KMP)
8. Mrs. V .Padmaja -- Company Secretary (KMP)

Key managerial personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 (the Act) read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your company has complied with the provisions by appointing CS, CFO with effect from 28 th May,2014.

Meeting of the Board of Directors

Five meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the

directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

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

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

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Audit Committee

Four meetings of the committee were held during the year. For details of the meetings of the committee, please refer to the corporate governance report, which forms part of this report.

Nominations and Remuneration Committee

Please refer to the corporate governance report, which forms part of this report.

Particulars of loans, guarantees or investments under section 186

In the Financial Year 2017-18, the Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangement with related parties:

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

Managerial Remuneration

a. The ratio of remuneration of Managing Director to the median remuneration of the employees of the Company for the financial year: 4.90

b. No other directors are paid remuneration except sitting fees

c. There is no increase in the remuneration of MD in the financial year.

d. The number of permanent employees on the rolls of the Company: 104

Particulars of employees

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

Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with compliance certificate of practicing company secretary thereon and management discussion and analysis are attached, which form part of this report

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.danlawtechnologies.com).

Disclosure about cost audit

Not applicable to the Company

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

The Secretarial audit report for the financial year 2017-18 has briefed on compliance of industry based disclosures and concerned laws governing the company.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2017-18.

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.

By order of the Board
For Danlaw Technologies India Ltd.
Raju S Dandu
Place : Hyderabad Chairman & Managing Director
Date : May 30, 2018 (DIN : 00073484)

Form AOC-I ANNEXURE I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

1. Sl. No. 1
2. Name of the Subsidiary DANLAW TECHNOLOGIES INC
3. Reporting period of the subsidiary concerned, Same as of holding company
If different from the holding companys reporting Period April 1 to March 31
4. Reporting currency and exchange rate as on the Last date of relevant financial year in the case of Foreign subsidiaries. United States Dollar (USD) Rs.64.12 per USD
5. Share capital Rs.2,95,66,245
6. Reserves & surplus Rs.1,08,09,670
7. Total Assets Rs.7,16,40,250
8. Total Liabilities Rs.1,97,93,780
9. Investments Rs.Nil
10. Turnover Rs.3,41,53,608
11. Profit before taxation Rs.39,56,617
12. Provision for taxation Rs.7,70,550
13. Profit after taxation Rs.31,86,067
14. Proposed dividend Nil
15. % of share holding 100%

ANNEXURE II

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arms length basis:

Danlaw Technologies India Limited (DTIL) has not entered into any contract or arrangement or transaction with its related parties which is not at arms length during financial year 2017-18.

2. Details of material contracts or arrangement or transactions at arms length basis:

a. Name(s) of the related party and nature of relationship:

Danlaw Technologies Inc (DTI), wholly owned subsidiary of DTIL.

Danlaw Inc (DI), Associate Company

Fuzhou Danlaw Xicheng Elctr. Tech Co. Ltd DSN Raju / D Lakshmi

b. Nature of contracts / arrangements / transactions:

Electronic hardware sales, IT / ITES Services with DTI and DI

Contract manufacturing of electronic goods with Fuzhou Danlaw Xicheng Electr. Tech Co. Ltd

Lease rent agreement for office premises with DSN Raju / D Lakshmi

c. Duration of the contracts / arrangements / transactions: On going

d. Salient terms of the contracts or arrangements or transactions including the Value, if any:

DTIL shall (i) provide IT/ITES services and Electronic hardware to the existing and new clients of DTI/DI,(ii) diligently perform the contract in timely manner and provide services in accordance with the work order issued by DTI/DI, (iii) submit invoices on monthly basis for the services provided for each project as per the terms of contract and DTI/DI shall promptly pay the same,(iv) be responsible for all the expenses incurred in connection with providing its services and(v) comply with the local, state and federal laws and regulations applicable while providing services.

DTIL shall provide the technical drawings, design, specifications etc to Fuzhou Danlaw Xicheng Electr. Tech Co. Ltd for contract manufacture of automotive electronics.

Lease rental agreement for office premises with DSN Raju/D Lakshmi on rate not detrimental to the interest of the company.

e. Date(s) of approval by the Board, if any: Not applicable, since the contracts were entered into in the ordinary course of business and on arms length basis.

f. Amount paid as advances, if any: Nil

On behalf of the board of directors,
Raju S Dandu
May 30, 2018 Chairman & Managing Director