DIRECTORS' REPORT
To,
The Members,
The Board of Directors of your Company takes pleasure in presenting the Fifteenth
Annual Report together with the Balance Sheet and Statement of Profit and Loss for the
financial year ended 31st March 2023.
1. Financial Results (Standalone and Consolidated)
|
|
|
|
(Rs. in Lakhs) |
Partlculars |
Standalone |
Consolidated |
|
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
Revenue from operations |
1,17,128.99 |
90,383.71 |
1,18,059.39 |
91,832.43 |
Other income |
629.58 |
563.61 |
717.95 |
658.19 |
Total Revenue |
1,17,758.57 |
90,947.32 |
1,18,777.34 |
92,490.62 |
Finance costs |
94.28 |
38.27 |
101.67 |
49.09 |
Depreciation |
451.06 |
372.56 |
497.94 |
522.48 |
Total expenses |
1,05,871.47 |
85,095.66 |
1,06,564.02 |
86,229.14 |
PBDIT |
11,887.10 |
5,851.66 |
12,213.32 |
6,261.48 |
PBT |
11,341.76 |
5,440.83 |
11,613.71 |
5,689.91 |
Tax expense |
2,908.37 |
1,394.26 |
2,977.57 |
1,461.14 |
Profit for the year |
8,433.39 |
4,046.57 |
8,636.14 |
4,228.77 |
Earnings per equity share |
23.75 |
11.40 |
24.32 |
11.91 |
The financial statements for the year ended on 31st March 2023 have been
prepared in accordance with the Indian Accounting Standards (IND AS) notified under
Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The
estimates and judgements relating to the Financial Statements are made on a prudent basis,
so as to reflect in a true and fair manner, the form and substance of transactions and
reasonably present the Company's state of affairs, profits and cash flows for the year
ended 31st March 2023.
The consolidated financial statements of your Company for the financial year 2022-23
are prepared in compliance with applicable provisions of the Companies Act, 2013, Ind AS
Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations 2015') as prescribed by the Securities
and Exchange Board of India (SEBI). The audited consolidated financial statement is
provided in the Annual Report.
The financial statements of subsidiary, TeamF1 Networks Private Limited (TeamF1) will
be made available upon request by any member of the Company interested in receiving this
information. The same will also be available at the Registered Office of the Company for
inspection during office hours.
2. State of Company's Affairs:
During the financial year 2022-23, your Company posted standalone gross revenue of
Rs.1,17,758.57 Lakhs as compared to Rs.90,947.32 lakhs in the previous year. The
standalone profit before depreciation, interest, and tax stood at Rs.11,887.10 Lakhs as
compared to Rs.5,851.66 Lakhs in the previous year.
The Profit After Tax for the year 2022-23 was Rs.8,433.39 Lakhs as against Rs.4,046.57
Lakhs in the previous year.
During the year under review, there is no change in nature of business. There were no
significant and material orders passed by regulators or courts or tribunals impacting the
going concern status and Company's operations in the future. While preparing the financial
statements, there has been no treatment different from the Accounting Standards.
3. Dividend and Reserves:
The Board of Directors has decided not to transfer any amount to the General Reserves,
out of the profits made during the current financial year.
Your directors have recommended for your consideration the payment of a dividend of
Rs.5/- per equity share and a special dividend of Rs.5/- per equity share totaling to
Rs.10/- per equity share) (i.e. @ 500 % on the paid-up equity capital) for the financial
year ended March 31,2023 to be paid, if approved at the Fifteenth Annual General Meeting.
The Company adopted a dividend distribution policy which can be accessed through
weblink: httDs://www.dlink.co.in/corDorate/investor/Ddf/Dividend-Distribution-Policv.Ddf
4. Share Capital:
During the year under review, the total paid-up share capital of the Company stood at
Rs.71,009,700/- consisting of 35,504,850 equity shares of Rs.2/- each. The Company has not
issued shares with differential voting rights, employee stock options and sweat equity
shares. The Company has paid Listing Fees for the financial year 2022-23 to each of the
Stock Exchanges, where its equity shares are listed.
5. Details of Subsidiary Company:
TeamF1 Networks Private Limited (TeamF1) is a provider of networking and security
software for embedded devices with immense experience. TeamF1 provides network security,
WiFi management, and CPE turn-key and component software using the platform TFOS.
TeamF1 Networks specializes in developing high-performance networking and security
software products, which help in future-proofing the digital network connectivity and
security roadmap for embedded devices.
TeamF1 earned a revenue of Rs.1018.77 lakhs as compared to Rs.1543.30 lakhs in the
previous fiscal year. The profit before tax stood at Rs.271.95 Lakhs as compared to
Rs.249.08 lakhs in the previous fiscal year.
The Company does not have any material unlisted Indian subsidiary. The Company has
formulated a Policy on Material Subsidiary as required under SEBI Listing Regulations
2015, and the policy is posted on the website of the Company under the web link: http://
www.dlink.co.in/pdf/Material%20Subsidiarv%20Policv.pdf
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, the statement containing salient features of the financial
statements of the Company's Subsidiary (in Form AOC-1) is enclosed as Annexure - I to
this report.
6. Extract of the Annual Return:
The Annual Return of the Company for the financial year ended 31st March 2023 is
available on our website under the Investors section. http://www.dlink.co.in/corporate/investor/
7. Directors and Key Managerial Personnel:
a) Details of Directors reappointment at the ensuing Annual General Meeting (AGM):
In pursuance of section 152 of the Companies Act, 2013, at least two-third of the
Directors (excluding Independent Directors) shall be subject to retirement by rotation.
One-third of such Directors must retire from office at each AGM and a retiring director is
eligible for re-election.
Mr. Mukesh Lulla (DIN: 00524435) retires by rotation and being eligible, offers himself
for re-appointment. A resolution seeking shareholders' approval for his re-appointment
forms part of the AGM Notice.
b) Key Managerial Personnel
The following are the Key Managerial Personnel of the Company pursuant to the
provisions of Section 203 of the Companies Act 2013 (the Act):
1. Mr. Tushar Sighat - Managing Director & CEO
2. Mr. Vinay Joshi - Chief Financial Officer
3. Mr. Shrinivas Adikesar - Company Secretary
c) Declaration by Independent Directors:
Pursuant to sub-section (7) of Section 149 of the Companies Act, 2013 read with the
rules made thereunder, all the Independent Directors of the Company have given the
declaration that they meet the criteria of independence as laid down in sub-section (6) of
section 149 of the Act and Regulation 16(b) of the SEBI Listing Regulations 2015.
The Board is of the opinion that all Independent Directors of the Company possess
requisite qualifications, experience, and expertise and they hold the highest standards of
integrity.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board /Committee of the Company.
8. Number of meetings of Board of Directors:
During the year under review, five meetings of the Board of Directors were held. The
details of the meetings of the Board are furnished in the Corporate Governance Report
which is attached to this Report.
Also, pursuant to provisions of part VII of the Schedule IV of the Companies Act, 2013
and regulation 25 of the SEBI Listing Regulations 2015, a Separate Meeting of Independent
Directors was held on 17th March 2023 for transacting the business enumerated
under the said provisions.
9. Annual Evaluation of the Board:
In pursuance of section 134 (3) (p) of the Companies Act, 2013 read with rules made
thereunder, and the SEBI Listing Regulations 2015, the Board of Directors carried out the
performance evaluation of the Board as a whole, and of its Committees and individual
directors. A structured questionnaire was prepared after taking into consideration the
various aspects of the Board's functioning, the composition of the Board and its
Committees, culture, execution and performance of specific duties, obligations and
governance etc.
The Board of Directors took note of the observations on board evaluations carried out
during the year.
10. Audit Committee:
In pursuance of Section 177 of the Companies Act, 2013 read with the rules made
thereunder and regulation 18 of the SEBI Listing Regulations 2015, the Company has duly
constituted the Audit Committee consisting of 4 Non-Executive Directors with the majority
being Independent Directors, including the Chairman of the Committee. The terms of
reference of the Audit Committee are as mentioned in Section 177 of the Companies Act,
2013 and part C of Schedule II of the SEBI Listing Regulations 2015. The detailed terms of
reference, constitution and other relevant details of Audit Committee have been given in
Corporate Governance Report forming part of this Report.
Further, in terms of section 177 (8) of the Act, it is stated that there were no such
instances where the Board of Directors has not accepted the recommendations of the Audit
Committee during the year 2022-23.
11. Nomination and Remuneration Committee:
In accordance with Section 178 and all other applicable provisions, if any, of the
Companies Act, 2013 read with the rules issued thereunder and regulation 19 of the SEBI
Listing Regulations 2015, the Board of Directors has duly constituted Nomination and
Remuneration Committee.
Further, the Board of Directors, on the recommendations of the Nomination and
Remuneration Committee, has put in place a Nomination and Remuneration Policy of the
Company.
The Company's remuneration policy is driven by the success and performance of the
individual employees, senior management, executive directors of the Company and other
relevant factors including the following criteria;
a) The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors and employees.
b) Relationship of remuneration to performance is clear and meets appropriate
performance industry benchmarks; and
c) Remuneration to Directors, and Senior Management involves a balance between fixed
and incentive pay reflecting short and long-term performance objectives appropriate to the
working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Senior Management and all other
employees is as per the Remuneration Policy of the Company.
The information required under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors / employees of your Company is set out in "Annexure - II" to this
Report.
12. Stakeholders Relationship Committee:
Pursuant to Section 178 (5) of the Companies Act, 2013 and Regulation 20 of the SEBI
Listing Regulations 2015, the Board has duly constituted a "Stakeholders Relationship
Committee". The detailed terms of reference, constitution and other relevant details
of the Stakeholders Relationship Committee have been given in Report on Corporate
Governance forming part of this Report.
13. Vigil Mechanism/Whistle Blower Policy:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the
rules made thereunder, the Company has formulated and implemented Vigil Mechanism /
Whistle Blower Policy for disclosing of any unethical behavior, actual or suspected fraud
or violation of the Company's code of conduct and other improper practices or wrongful
conduct by employees or directors of the Company. The salient features of the policy have
been detailed in the Report on Corporate Governance forming part of this Report. The Vigil
Mechanism / Whistle Blower Policy has been posted and is available on the website of the
Company at http://www.dlink.co.in/pdf/Whistle%20Blower%20Policy.pdf.
During the year under review, the Company through Audit Committee has not received any
complaints relating to unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct from any employee or directors.
14. Risk Management Policy:
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Company has formulated
and implemented the Risk Management Policy. The Audit Committee has oversight in the area
of financial risks and controls. The objective of the Risk Management Policy is to
identify the risks impacting the business and formulate strategies / policies aimed at
risk mitigation as part of risk management. The Company has formed the Risk Management
Committee at the Board Meeting held on 29th May 2021 in compliance with the SEBI LODR
Amendment Regulation 2021.
15. Statutory Auditors:
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, the Company had appointed M/s B S R & Co. LLP, Chartered
Accountants, (ICAI firm registration no. 101248W/W-100022) (BSR'), as the Statutory
Auditors of the Company for a period of 5 years commencing from the conclusion of 10th AGM
till the conclusion of 15th AGM.
The Board of Directors, based on the recommendation of the Audit Committee, approved
the re-appointment of B S R & Co LLP for the second term of five years to hold office
from the conclusion of the 15th AGM till the conclusion of the 20th
AGM to be held in the year 2028.
The Report given by M/s B S R & Co. LLP, Chartered Accountants, on the financial
statement of the Company for the year 2022-23 is part of the Annual Report. The Auditors'
Report does not contain any qualification, reservation or adverse remark. During the year
under review, the Auditors had not reported any matter under Section 143 (12) of the
Companies Act, 2013.
16. Cost Audit:
During the relevant period for the purpose of Section 148 of the Companies Act, 2013
read with the rules made thereunder, maintenance of cost records and requirement of cost
audit are not applicable for the business activities carried out by the Company.
17. Secretarial Audit Report:
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with rules
made thereunder, the Board of Directors had appointed Mr. Shivaram Bhat, Practicing
Company Secretary as Secretarial Auditor of the Company for the financial year 2022-23 for
conducting the Secretarial Audit as required under the provisions of Companies Act, 2013.
The Secretarial Audit Report given by Mr. Shivaram Bhat in Form No. MR-3, is annexed as
Annexure - III to this report. There is no qualification, reservation or adverse
remark in the secretarial audit report.
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
18. Deposits:
During the year under review, your Company has neither accepted nor renewed any
deposits from the public within the meaning of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014.
19. Particulars of loans, guarantees or investments:
During the year, the Company has not granted any loans to or provided any guarantees or
securities under Section 186 of the Companies Act, 2013.
20. Particulars of contracts or arrangements with related parties:
The Company is a subsidiary of D-Link Holding Mauritius Inc. and is a part of D-Link
Corporation. The Company is primarily engaged in the marketing and distribution of D-Link
branded Networking products in India and neighboring countries. The products are imported
from D-Link Corporation and its Subsidiaries. All Related Party Transactions that were
entered during the financial year under review were on an arm's length basis and in the
ordinary course of business and are in compliance with the applicable provisions of the
Act and the SEBI Listing Regulations. All Related Party Transactions are placed before the
Audit Committee for prior approval.
The disclosures as required under AS-18 have been made in Note 39 to the standalone
financial statements. The particulars of contracts or arrangements entered by the Company
with related parties referred to in sub-section (1) of section 188 of the Companies Act,
2013 have been disclosed in Form No. AOC-2 which is annexed as Annexure - IV.
The Policy on related party transactions as approved by the Board may be accessed on
the Company's website at the link: http://www.dlink.co.in/pdf/RELATED%20PARTY%20POLICYpdf
21. Details on Internal Financial Controls related to Financial Statements:
Your Company has put in place adequate internal financial controls with reference to
the financial statements for the fiscal 2022-23. In the opinion of the Board, the existing
internal control framework is adequate and commensurate with the size and nature of the
business of the Company.
22. Material Changes and Commitments, if any, affecting the Financial Position of the
Company:
No material changes and commitments affecting the financial position of the Company
occurred during the financial year and till the date of this Report.
23. Prevention and Redressal of Sexual Harassment at Workplace:
The Company has formulated and implemented a policy on prevention, prohibition and
redressal of sexual harassment of women at the workplace in line with the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 read with the rules made thereunder. The Company has also constituted Internal
Committee as per the requirements of the above Act.
During the financial year 2022-23, the committee has neither received any complaints
nor were any cases pending as of 31st March 2023.
24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The details of the conservation of energy, technology absorption, foreign exchange
earnings and outgo are as follows:
A) Conservation of energy:
Your Company is primarily engaged in Marketing and Trading activities and has not
consumed energy of any significant level and no additional investment is required to be
made for reduction of energy consumption. Adequate measures have, however, been taken to
conserve energy by way of optimizing the usage of power.
B) Technology absorption:
Your Company continues to use the latest technologies for improving the quality of the
products offered. Since your Company is involved in the Wholesale Distribution of
Networking Products, there is no expenditure incurred on research and development.
C) Foreign exchange earnings and outgo:
Total foreign exchange earnings and outgo is given below:
|
|
(Rs. in Lakhs) |
Particulars |
FY 2022-23 |
FY 2021-22 |
Expenditure in Foreign Currency |
|
|
CIF & FOB value of imports |
35,856.78 |
30,530.70 |
Royalty |
1,416.87 |
1,065.19 |
Reimbursement of Service charges |
187.53 |
175.27 |
Dividend Paid |
543.44 |
326.06 |
Others |
132.86 |
2.69 |
Total |
38,137.48 |
32,099.91 |
Earning in foreign Currency |
|
|
CIF & FOB value of Exports |
1,768.81 |
1,028.77 |
Reimbursement income |
38.18 |
- |
Total |
1,806.99 |
1,028.77 |
25. Corporate Social Responsibility (CSR):
Pursuant to Section 135 of the Companies Act, 2013 read with rules made thereunder,
your company has constituted a Corporate Social Responsibility Committee (CSR Committee)
and has also formulated CSR Policy in accordance with the Act.
The Company was required to spend Rs.95.12 Lakhs for the Financial Year 2022-23 towards
Corporate Social Responsibility (CSR) activities. During the year under review, the
Company has allocated and spent the entire eligible amount on various CSR projects. The
Annual Report on Corporate Social Responsibility (CSR) is set out in Annexure-V.
The CSR Policy of the Company has been posted on the website of the Company at: http://www.dlink.co.in/corporate/investor/pdf/CSR-Policy.pdf
26. Details of Significant and Material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in the future:
There was no significant and material order passed by any regulator or court or
tribunal impacting the going concern status of the Company and its future operations.
27. Management Discussion and Analysis Report:
The Management Discussion and Analysis including the result of operations of the
Company for the year, as required under Schedule V of the SEBI Listing Regulations 2015,
is appended to this Report.
The Business Responsibility & Sustainability Report is not being attached in view
of the company not meeting the requirements specified under Regulation 34(2)(f) of SEBI
LODR Regulations 2015 as amended.
28. Corporate Governance:
As required under Schedule V of the SEBI Listing Regulations 2015, the report on
Corporate Governance as well as the Auditors' Certificate regarding compliance with
conditions of Corporate Governance forms a part of this Report.
29. Transfer of dividend and underlying shares to Investor Education and Protection
Fund:
a) Transfer of unclaimed dividend:
The Company is required to transfer the dividend which remains unpaid or unclaimed for
a period of seven consecutive years or more, to the credit of the Investor Education and
Protection Fund (the IEPF'). Accordingly, Rs.1.26 Lakhs for FY 2014-15 declared
during FY 2015-16 which remained unpaid or unclaimed was transferred to the IEPF Authority
in FY 2022-23.
b) Transfer of shares to IEPF
Pursuant to the provisions of Section 124 of the Act read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended (IEPF Rules'), all the shares on which dividends remain unpaid or unclaimed
for a period of seven consecutive years or more shall be transferred to the demat account
of the IEPF Authority as notified by the Ministry of Corporate Affairs. Accordingly, the
Company has transferred 4,879 Equity Shares of face value of Rs.2/- each to the demat
account of the IEPF Authority during FY 2022-23. The Company had sent notice to the last
known address to the Members whose shares were due to be transferred to the IEPF Authority
and had also published newspaper advertisement in this regard.
30. Directors' Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures.
b) 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 as at 31st March 2023 and of the profit
of the Company for that period;
c) the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis.
e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f) 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.
31. Acknowledgements:
The Directors wish to convey their appreciation to Business Associates, Business
Distributors / Partners and Bankers for their support and contribution during the year.
The Directors thank the Company's employees for their hard work and its customers,
vendors, and investors, for their continued support.
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For and on behalf of the Board of Directors |
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Tushar Sighat |
Madhu Gadodia |
|
Managing Director & CEO |
Director |
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DIN: 06984518 |
DIN: 07583394 |
Mumbai, Dated: July 29, 2023 |
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