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Notes to Accounts of D-Link (India) Ltd.
Mar 31, 2025
n Provisions and contingent liability
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting
date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence
of one or more uncertain future events not wholly within the control of the Company or a present obligation that is not recognized because it is
not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where
there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but
discloses its existence in the standalone financial statements.
Contingent liabilities are reviewed at each reporting date.
o Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value except trade receivables which are measured at transaction price
(without significant financing component). Transaction costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss âFVTPLâ) are added to or deducted from the
fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition
of financial assets or financial liabilities at fair value through standalone statement of profit and loss are recognised immediately in the standalone
statement of profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification
of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated
at fair value through profit or loss on initial recognition):
⢠the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
⢠the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
All other financial assets are subsequently measured at fair value.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received
that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt
instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income
is recognised in the standalone statement of profit and loss and is included in the âOther incomeâ line item.
Financial assets at FVTPL
Debt instruments that do not meet the amortised cost criteria or Fair value through other comprehensive income âFVTOCIâ criteria are measured
at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured
at FVTPL.
2.2 Material accounting policies (Continued)
Financial assets at FVTPL are measured at fair value at the end of each reporting date, with any gains or losses arising on remeasurement
recognised in the standalone statement of profit and loss. The net gain or loss recognised in the standalone statement of profit and loss
incorporates any dividend or interest earned on the financial asset and is included in the âOther incomeâ line item. Dividend on financial assets at
FVTPL is recognised when the Companyâs right to receive the dividends is established, it is probable that the economic benefits associated with
the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can
be measured reliably.
Investment in Subsidiary
Investment in Subsidiary is carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying
amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the
difference between net disposal proceeds and the carrying amounts are recognised in the standalone statement of profit and loss.
Impairment of financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, trade
receivables and other contractual rights to receive cash or other financial asset.
For trade receivables and any contractual right to receive cash or another financial asset that result from transactions that are within the scope
of IND AS 115 Revenue from contracts, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.
Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient
as permitted under IND AS 109 Financial instruments.
Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the
end of each reporting date.
For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in standalone
statement of profit and loss except for those which are designated as hedging instruments in a hedging relationship.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of
the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity
instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent
accounting years. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the
effective interest method.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting date, the
foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in the standalone
statement of profit and loss.
Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the
financial asset and the transfer qualifies for derecognition under Ind AS 109 Financial instruments. A financial liability (or a part of a financial
liability) is derecognized from the Companyâs standalone balance sheet when the obligation specified in the contract is discharged or cancelled
or expires.
Derivative financial instruments
The Company enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks.
These contracts are initially recognised at fair value at the date the same are entered into and are subsequently remeasured to their fair value
at the end of each reporting date. The resulting gain or loss is recognised in the standalone statement of profit and loss immediately, unless the
contract is designated and effective as a hedging instrument, in which event the timing of the recognition in the standalone statement of profit
and loss depends on the nature of hedging relationship and the nature of the hedged item.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently
has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to reduce the asset and settle the liability
simultaneously.
p The Company adopted Disclosure of Accounting Policies (Amendments to Ind AS 1) from April 1,2023. Although the amendments did not result
in any changes in the accounting policies themselves, they impacted the accounting policy information disclosed in the financial statements.
The amendments require the disclosure of âmaterialâ rather than âsignificantâ accounting policies. The amendments also provide guidance on the
application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information
that user need to understand other information in the financial statements.
q Standards issued but not effective
Ministry of Corporate Affairs (âMCAâ) notifies new standards or amendments to the existing standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. For the year ended March 31,2025, MCA has notified Ind AS - 117 Insurance Contracts and
amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1,2024. The Company
has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial
statements.
Proposed dividend on equity shares is subject to approval at the annual general meeting and is not recognised as a liability as at the year end.
* The Board of Directors of Company recommended a dividend of ''8/- per equity share and a special dividend of ''5/- per equity share totalling
to ''13/- per equity share for the financial year ended March 31,2024.
A The Board of Directors of Company recommended a final dividend of ''15/- per equity share for the financial year ended March 31,2025.
31. Employee benefit plans
i. Defined contribution plans
The Company makes Provident Fund and Employeeâs state insurance corporation (ESIC) contributions which are in the nature of defined
contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll
costs to fund the benefits. The Company recognised ''57.23 Lakhs (Previous Year ended March 31,2024 ''56.36 Lakhs) towards Provident Fund
contribution and ''1.31 Lakhs (Previous Year ended March 31,2024 ''0.96 Lakhs) towards ESIC contribution included under employee benefits
expense in the standalone statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the
rules of the schemes.
ii. Defined benefit plan
The gratuity scheme is a defined benefit plan that provides for a lump sum payment to the employees on exit either by way of retirement, death,
disability or voluntary withdrawal. Under the scheme, the employees are entitled to a lump sum amount aggregating to 15 days final basic salary
for each year of completed service payable at the time of retirement/resignation, provided the employee has completed 5 years of continuous
service. The defined benefit plan is administered by a third-party insurer. The third-party insurer is responsible for the investment policy with
regards to the assets of the plan.
Under the plan, the employees are entitled to a sum amounting to 15 days final basic salary for each year of completed service payable subject
to maximum of ''20 Lakhs at the time of retirement / resignation provided the employee has completed 5 years of continuous services.
The Plan exposes the Company to the following risks:
32. Financial instruments
i. Capital management
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance. The Company is not subject to any externally imposed capital requirements.
33. Financial risk management objectives
The Companyâs principal financial liabilities, comprise trade and other payables. The main purpose of these financial liabilities is to support its
operations. The Companyâs principal financial assets include trade and other receivables, current investments, cash and cash equivalents and other
bank balances that are derived directly from its operations.
The Companyâs activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency). The Companyâs
Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to minimize potential
adverse effects of such risks on the Companyâs operational and financial performance.
i. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company
has adopted a policy of dealing with only credit worthy counterparties and the credit risk exposure for them is managed by the Company by credit
worthiness checks. The Company also taken a credit risk insurance policy.
The carrying amount of financial assets represents the maximum credit risk exposure.
The credit risk on liquid funds and investments in Mutual funds is limited because the counterparties are banks / Mutual funds with high credit-
ratings assigned by international credit-rating agencies.
For aeging of loss allowance, refer note no. 10.
ii. Liquidity risk management
The Companyâs principal sources of liquidity are cash and cash equivalents, cash flow generated from operations and by churning of current
investments. The Company does not have any significant borrowing. The Company believes that the working capital is sufficient to meet its
current requirements. Accordingly, no liquidity risk is perceived.
Liquidity risk tables
The following tables detail the Companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company
can be required to pay.
Foreign currency sensitivity analysis
The Company is mainly exposed to the US Dollar currency.
The Companyâs exchange risk arises from its foreign currency purchases and revenues, (primarily in U.S. Dollars).
As a result, if the value of the Indian Rupee appreciates relative to these foreign currencies, the Companyâs purchases measured in Indian Rupees
will decrease. The exchange rate between the Indian Rupee and these foreign currencies has changed substantially in recent periods and may
continue to fluctuate substantially in the future. Due to lesser quantum of revenue from foreign currencies, the Company is not significantly
exposed to foreign currency risk in receivables.
The following table details the companyâs sensitivity to a 5% increase and decrease in the Rupees against the relevant foreign currencies. 5% is
the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents managementâs assessment
of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the year end for a 5% change in foreign currency rates. A positive number below indicates an
increase in profit or equity where the '' strengthens 5% against the relevant currency. For a 5% weakening of the '' against the relevant currency,
there would be a comparable impact on the profit or equity, and the balances below would be negative.
34. Fair value measurements
This note provides information about how the Company determines fair values of various financial assets and financial liabilities.
Fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are
observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
⢠Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the reporting
date;
⢠Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
⢠Level 3 inputs are unobservable inputs for the asset or liability.
Fair value of the Companyâs financial assets and financial liabilities that are measured at fair value on a recurring basis.
Some of the Companyâs financial assets and financial liabilities are measured at fair value at the end of each reporting date. The following table
gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s)
and inputs used).
36. Contingent liabilities
1. The Company had in the past, received Show Cause Notice (SCN) dated December 29, 2020 from the Directorate of Revenue Intelligence -
Mumbai (DRI) initiating enquiry regarding the classification of certain products imported by the Company. The total differential duty in relation
to the said imports amounted to ''5,505.35 Lakhs during the period FY 2016 to FY 2020.
Pursuant to the amendment made in Finance Act, 2022 giving power to DRI for issuance of SCN, the ADG - DRI issued a letter dated
August 11,2022, intimating that the said SCN has been taken out from abeyance and scheduled a personal hearing.
Based on the SCN issued by the DRI, Mumbai, the Company had filed an application for adjudication with the Office of the Principal
Commissioner of Customs (Adjudication) against the said SCN. Upon hearing, an adjudication order dated January 5, 2023 was received
from the Principal Commissioner of Customs (Adjudication) Mumbai for some products confirming only the differential duty amount of
''226.06 Lakhs out of the total demand of ''5,505.35 Lakhs.
The Company has filed an appeal against the said adjudication order in The Customs, Excise and Service Tax Appellate Tribunal, Mumbai on
March 31,2024. Based on management assessment and independent external legal opinion, management believes that the Company has a
strong case to defend its position in the above matter.
2. The Customs Department (Directorate of Revenue Intelligence) [DRI] had initiated an enquiry regarding the classification of certain products
imported by the Company during previous years. As an outcome of this, the following Show Cause Notices from Customs Department
(Directorate of Revenue Intelligence) were received by the Company for misclassification of certain products imported pertaining to earlier
years. Show cause notice (SCN) dated June 13, 2019 (i.e. patch panels) demanding differential duty amount of ''940.25 Lakhs (excluding
interest and penalty). The Company had received the adjudication orders from ADG, DRI dated May 26, 2020 in above matter, setting aside
the demand of duty pertaining to imports of goods.
On December 11, 2020, the Customs department had filed an appeal in Customs, Excise & Service Tax Appellate Tribunal (CESTAT),
contending such decision of ADG - DRI in respect of above SCN. The Company awaits hearing date from the CESTAT. Based on management
assessment and external legal opinion, management believes that the Company has strong case to defend its position in the above matter.
3. The Company had received Income Tax assessment order dated September 25, 2022 for the Financial Year 2019-2020 (Assessment Year
2020-21) demanding ''74.27 Lakhs (After adjusting refund of ''16.75 Lakhs). The Company has filed an appeal with the Commissioner of
Income tax (Appeals). Further, an application u/s 154 to the jurisdictional Assessing officer was made seeking partial rectification of the
order. The management believes that the Company has strong case to defend its position. The Company awaits the hearing date from
Commissioner of Income-tax (Appeals).
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and
disclosed as contingent liabilities where applicable, in its financial statements.
The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required.
37. Segment information
The principal business of the Company is marketing and distribution of D-Link branded Networking products. All other activities of the Company
revolve around its main business. The Managing Director & CEO of the Company, has been identified as the chief operating decision maker
(CODM). The CODM evaluates the Companyâs performance, allocates resources based on analysis of the various performance indicators of the
Company as a single unit. Therefore, directors have concluded that there is only one operating reportable segment as defined by Ind AS 108 -
Operating Segments.
The geographic information analysis the Companyâs revenue by the Companyâs country of domicile (i.e. India) and other countries. In presenting
the geographic information, segment revenue has been based on the grographic location of customers.
Notes:
1. Managerial remuneration excludes provision for gratuity and compensated absences, since these are provided on the basis of an actuarial
valuation for the Company as a whole and long term incentive.
2. Terms and conditions of transactions with related parties
The Companyâs international transactions with related parties where control exists are at armâs length as per the independent accountantâs
report for the year ended March 31,2024. Management believes that the Companyâs international transactions with related parties where control
exists post March 2024 continue to be at armâs length and that the transfer pricing legislation will not have an impact on the financial statements,
particularly on the amount of the tax expense for the year and the amount of the provision for taxation at the year end.
e) Utilisation of borrowed funds and share premium :
A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
f) Information with regard to other matters as required by Schedule III of the Companies Act,2013 are either Nil or Not Applicable to the
company.
42. The Company has no transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act,
1956.
43. Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of
accounts.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firmâs Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Amit Anil Pandit
Managing Director & CEO Director
DIN No.: 06984518 DIN No. 02437092
Amar Sunder Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 078305 Membership No: 102223 Membership No.: A20908
Mar 31, 2024
n Provisions and contingent liability
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements.
Contingent liabilities are reviewed at each reporting date. o Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value except trade receivables which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss âFVTPLâ) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through standalone statement of profit and loss are recognised immediately in the standalone statement of profit or loss.
Financial assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated at fair value through profit or loss on initial recognition):
⢠the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
⢠the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All other financial assets are subsequently measured at fair value.
2.2 Material accounting policies (Continued)
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognised in the standalone statement of profit and loss and is included in the âOther incomeâ line item.
Financial assets at FVTPL
Debt instruments that do not meet the amortised cost criteria or Fair value through other comprehensive income âFVTOCIâ criteria are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting date, with any gains or losses arising on remeasurement recognised in the standalone statement of profit and loss. The net gain or loss recognised in the standalone statement of profit and loss incorporates any dividend or interest earned on the financial asset and is included in the âOther incomeâ line item. Dividend on financial assets at FVTPL is recognised when the Companyâs right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.
Investment in Subsidiary
Investment in Subsidiary is carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognised in the standalone statement of profit and loss.
Impairment of financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, trade receivables and other contractual rights to receive cash or other financial asset.
For trade receivables and any contractual right to receive cash or another financial asset that result from transactions that are within the scope of IND AS 115 Revenue from contracts, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under IND AS 109 Financial instruments.
Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting date.
For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in standalone statement of profit and loss except for those which are designated as hedging instruments in a hedging relationship.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting years. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting date, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in the standalone statement of profit and loss.
2.2 Material accounting policies (Continued)
Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109 Financial instruments. A financial liability (or a part of a financial liability) is derecognized from the Companyâs standalone balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
Derivative financial instruments
The Company enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risks.
These contracts are initially recognised at fair value at the date the same are entered into and are subsequently remeasured to their fair value at the end of each reporting date. The resulting gain or loss is recognised in the standalone statement of profit and loss immediately, unless the contract is designated and effective as a hedging instrument, in which event the timing of the recognition in the standalone statement of profit and loss depends on the nature of hedging relationship and the nature of the hedged item.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to reduce the asset and settle the liability simultaneouly.
p The Company adopted Disclosure of Accounting Policies (Amendments to Ind AS 1) from April 1,2023. Although the amendments did not result in any changes in the accounting policies themselves, they impacted the accounting policy information disclosed in the financial statements. The amendments require the disclosure of âmaterialâ rather than âsignificantâ accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that user need to understand other information in the financial statements.
q Standards issued but not effective
Ministry of Corporate Affairs (âMCAâ) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
31. Employee benefit plans
i. Defined contribution plans
The Company makes Provident Fund and Employeeâs state insurance corporation (ESIC) contributions which are in the nature of defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised '' 56.36 Lakhs (Previous Year ended March 31,2023''54.99 Lakhs) towards Provident Fund contribution and '' 0.96 Lakhs (Previous Year ended March 31,2023''2.50 Lakhs) towards ESIC contribution included under employee benefits expense in the standalone statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
ii. Defined benefit plan
The gratuity scheme is a defined benefit plan that provides for a lump sum payment to the employees on exit either by way of retirement, death, disability or voluntary withdrawal. Under the scheme, the employees are entitled to a lump sum amount aggregating to 15 days final basic salary for each year of completed service payable at the time of retirement/resignation, provided the employee has completed 5 years of continuous service. The defined benefit plan is administered by a third-party insurer. The third-party insurer is responsible for the investment policy with regards to the assets of the plan.
Under the plan, the employees are entitled to a sum amounting to 15 days final basic salary for each year of completed service payable subject to maximum of '' 20 Lakhs at the time of retirement / resignation provided the employee has completed 5 years of continuous services.
33. Financial risk management objectives
The Companyâs principal financial liabilities, comprise trade and other payables. The main purpose of these financial liabilities is to support its operations. The Companyâs principal financial assets include trade and other receivables, current investments, cash and cash equivalents and other bank balances that are derived directly from its operations.
The Companyâs activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency). The Companyâs Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to minimize potential adverse effects of such risks on the Companyâs operational and financial performance.
i. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of dealing with only credit worthy counterparties and the credit risk exposure for them is managed by the Company by credit worthiness checks. The Company also taken a credit risk insurance policy.
The carrying amount of financial assets represents the maximum credit risk exposure.
The credit risk on liquid funds and investments in Mutual funds is limited because the counterparties are banks / Mutual funds with high credit-ratings assigned by international credit-rating agencies.
For aeging of loss allowance, refer note no. 10.
ii. Liquidity risk management
The Companyâs principal sources of liquidity are cash and cash equivalents, cash flow generated from operations and by churning of current investments. The Company does not have any significant borrowing. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
Liquidity risk tables
The following tables detail the Companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
Foreign currency sensitivity analysis
The Company is mainly exposed to the US Dollar currency.
The Companyâs exchange risk arises from its foreign currency purchases and revenues, (primarily in U.S. Dollars).
As a result, if the value of the Indian Rupee appreciates relative to these foreign currencies, the Companyâs purchases measured in Indian Rupees will decrease. The exchange rate between the Indian Rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Due to lesser quantum of revenue from foreign currencies, the Company is not significantly exposed to foreign currency risk in receivables.
The following table details the companyâs sensitivity to a 5% increase and decrease in the Rupees against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents managementâs assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the '' strengthens 5% against the relevant currency. For a 5% weakening of the '' against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.
34. Fair value measurements
This note provides information about how the Company determines fair values of various financial assets and financial liabilities.
Fair value measurements are categorised into Level 1,2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
⢠Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the reporting date;
⢠Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
⢠Level 3 inputs are unobservable inputs for the asset or liability.
Fair value of the Companyâs financial assets and financial liabilities that are measured at fair value on a recurring basis.
Some of the Companyâs financial assets and financial liabilities are measured at fair value at the end of each reporting date. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
36. Contingent liabilities
1. The Company had in the past, received Show Cause Notice (SCN) dated December 29, 2020 from the Directorate of Revenue Intelligence -Mumbai (DRI) initiating enquiry regarding the classification of certain products imported by the Company. The total differential duty in relation to the said imports amounted to '' 5,505.35 Lakhs during the period FY 2016 to FY 2020.
Pursuant to the amendment made in Finance Act, 2022 giving power to DRI for issuance of SCN, the ADG - DRI issued a letter dated August 11,2022, intimating that the said SCN has been taken out from abeyance and scheduled a personal hearing.
Based on the SCN issued by the DRI, Mumbai, the Company had filed an application for adjudication with the Office of the Principal Commissioner of Customs (Adjudication) against the said SCN. Upon hearing, an adjudication order dated January 5, 2023 was received from the Principal Commissioner of Customs (Adjudication) Mumbai for some products confirming only the differential duty amount of '' 226.06 Lakhs out of the total demand of '' 5,505.35 Lakhs.
The Company has filed an appeal against the said adjudication order in The Customs, Excise and Service Tax Appellate Tribunal, Mumbai on March 31,2024. Based on management assessment and independent external legal opinion, management believes that the Company has a strong case to defend its position in the above matter.
2. The Customs Department (Directorate of Revenue Intelligence) [DRI] had initiated an enquiry regarding the classification of certain products imported by the Company during previous years. As an outcome of this, the following Show Cause Notices from Customs Department (Directorate of Revenue Intelligence) were received by the Company for misclassification of certain products imported pertaining to earlier years. Show cause notice (SCN) dated June 13, 2019 (i.e. patch panels) demanding differential duty amount of '' 940.25 Lakhs (excluding interest and penalty). The Company had received the adjudication orders from ADG, DRI dated May 26, 2020 in above matter, setting aside the demand of duty pertaining to imports of goods.
On December 11, 2020, the Customs department had filed an appeal in Customs, Excise & Service Tax Appellate Tribunal (CESTAT), contending such decision of ADG - DRI in respect of above SCN. The Company awaits hearing date from the CESTAT. Based on management assessment and external legal opinion, management believes that the Company has strong case to defend its position in the above matter.
3. The Company had received Income Tax assessment order dated September 25, 2022 for the Financial Year 2019-2020 (Assessment Year 2020-21) demanding '' 74.27 Lakhs (After adjusting refund of '' 16.75 Lakhs). The Company has filed an appeal with the Commissioner of Income-tax (Appeals). Further, an application u/s 154 to the jurisdictional Assessing officer was made seeking partial rectification of the order. The management believes that the Company has strong case to defend its position. The Company awaits the hearing date from Commissioner of Income-tax (Appeals).
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements.
The Company has assessed that it is only possible, but not probable, that outflow of economic resources will be required.
37. Segment information
The principal business of the Company is marketing and distribution of D-Link branded Networking products. All other activities of the Company revolve around its main business. The Managing Director & CEO of the Company, has been identified as the chief operating decision maker (CODM). The CODM evaluates the Companyâs performance, allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, directors have concluded that there is only one operating reportable segment as defined by Ind AS 108 -Operating Segments.
The geographic information analysis the Companyâs revenue by the Companyâs country of domicile (i.e. India) and other countries. In presenting the geographic information, segment revenue has been based on the grographic location of customers.
41. a) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
c) There is no undisclosed income under the tax assessments under the Income Tax Act, 1961 for the year ended March 31,2024 and March 31,2023 which needs to be recorded in the books of account of the Company.
d) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
e) Utilisation of borrowed funds and share premium:
A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
f) Information with regard to other matters as required by Schedule III of the Companies Act,2013 are either Nil or Not Applicable to the company.
42. The Company has no transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
43. Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants D-Link (India) Limited
Firmâs Registration No. 101248W/W - 100022 CIN: L72900GA2008PLC005775
Tushar Sighat Madhu Gadodia
Managing Director & CEO Director
DIN No.: 06984518 DIN No. 07583394
Amar Sunder Vinay Joshi Shrinivas Adikesar
Partner Chief Financial Officer Company Secretary
Membership No: 078305 Membership No: 102223 Membership No.: A20908
Mumbai, dated: May 11, 2024 Mumbai, dated: May 11, 2024
Mar 31, 2023
i. Terms and Rights attached
The Company has a single class of equity shares. Each shareholder is eligible for one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(i) The general reserve is credited from time to time to transfer profits from retained earnings for appropriation purposes.
(ii) Securities premium is created when shares are issued at premium and it is utilised in accordance with the provisions of the Companies Act, 2013.
(iii) Retained earnings comprise of the Companyâs undistributed profits after taxes.
(iv) Other comprehensive (loss) / income consists of re-measurement of defined benefit plan comprises actuarial gains and losses and return on plan assets (excluding interest income).
The Companyâs exposure to currency and liquidity risks related to trade payables is disclosed in Note 33(ii).
Disclosures relating to amounts payable as at the year end together with interest paid / payable to Micro, Small and Medium Enterprises have been made in the accounts, as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of information available with the Company determined on the basis of intimations received from suppliers regarding their status and required disclosures are given below:
i. Defined contribution plans
The Company makes Provident Fund and Employeeâs state insurance corporation (ESIC) contributions which are in the nature of defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised '' 54.99 Lakhs (Previous Year ended March 31,2022''57.56 Lakhs) towards Provident Fund contribution and '' 2.50 Lakhs (Previous Year ended March 31,2022''3.31 Lakhs) towards ESIC contribution included under employee benefits expense in the standalone statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
ii. Defined benefit plan
The gratuity scheme is a defined benefit plan that provides for a lump sum payment to the employees on exit either by way of retirement, death, disability or voluntary withdrawal. Under the scheme, the employees are entitled to a lump sum amount aggregating to 15 days final basic salary for each year of completed service payable at the time of retirement/resignation, provided the employee has completed 5 years of continuous service. The defined benefit plan is administered by a third-party insurer. The third-party insurer is responsible for the investment policy with regards to the assets of the plan.
Under the plan, the employees are entitled to a sum amounting to 15 days final basic salary for each year of completed service payable subject to maximum of '' 20 Lakhs at the time of retirement / resignation provided the employee has completed 5 years of continuous services.
The Plan exposes the Company to the following risks:
32. Financial instruments i. Capital management
The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Company is not subject to any externally imposed capital requirements.
The Companyâs principal financial liabilities, comprise trade and other payables. The main purpose of these financial liabilities is to support its operations. The Companyâs principal financial assets include trade and other receivables, current investments, cash and cash equivalents and other bank balances that are derived directly from its operations.
The Companyâs activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency). The Companyâs Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to minimize potential adverse effects of such risks on the Companyâs operational and financial performance.
i. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of dealing with only credit worthy counterparties and the credit risk exposure for them is managed by the Company by credit worthiness checks. The Company also taken a credit risk insurance policy.
The carrying amount of financial assets represents the maximum credit risk exposure.
The credit risk on liquid funds and investments in Mutual funds is limited because the counterparties are banks / Mutual funds with high credit-ratings assigned by international credit-rating agencies.
ii. Liquidity risk management
The Companyâs principal sources of liquidity are cash and cash equivalents, cash flow generated from operations and by churning of current investments. The Company does not have any significant borrowing. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
Liquidity risk tables
The following tables detail the Companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.
iii. Market risk
The Company is exposed to market risks associated with foreign currency rates.
Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
Foreign currency sensitivity analysis
The Company is mainly exposed to the US Dollar currency.
The Companyâs exchange risk arises from its foreign currency purchases and revenues, (primarily in U.S. Dollars).
As a result, if the value of the Indian Rupee appreciates relative to these foreign currencies, the Companyâs purchases measured in Indian Rupees will decrease. The exchange rate between the Indian Rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Due to lesser quantum of revenue from foreign currencies, the Company is not significantly exposed to foreign currency risk in receivables.
The following table details the companyâs sensitivity to a 5% increase and decrease in the Rupees against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents managementâs assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the '' strengthens 5% against the relevant currency. For a 5% weakening of the '' against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.
In managementâs opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.
Forward foreign exchange contracts
The Company enters into foreign exchange forward contracts to offset the foreign currency risk arising from the amounts denominated in currencies other than the Indian rupee. The counter party to the Companyâs foreign currency forward contracts is a bank. These contracts are entered into to hedge the foreign currency risks of firm commitments.
The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period:
This note provides information about how the Company determines fair values of various financial assets and financial liabilities.
Fair value measurements are categorised into Level 1,2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
⢠Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the reporting date;
⢠Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
⢠Level 3 inputs are unobservable inputs for the asset or liability.
Fair value of the Companyâs financial assets and financial liabilities that are measured at fair value on a recurring basis.
Some of the Companyâs financial assets and financial liabilities are measured at fair value at the end of each reporting date. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
1. The Company had in the past, received Show Cause Notice (SCN) dated December 29, 2020 from the Directorate of Revenue Intelligence -Mumbai (DRI) initiating enquiry regarding the classification of certain products imported by the Company. The total differential duty in relation to the said imports amounted to '' 5,505.35 Lakhs during the period FY 2016 to FY 2020.
Pursuant to the amendment made in Finance Act, 2022 giving power to DRI for issuance of SCN, the ADG - DRI issued a letter dated August 11,2022, intimating that the said SCN has been taken out from abeyance and scheduled a personal hearing.
Based on the SCN issued by the DRI, Mumbai, the Company had filed an application for adjudication with the Office of the Principal Commissioner of Customs (Adjudication) against the said SCN. Upon hearing, an adjudication order dated January 5, 2023 was received from the Principal Commissioner of Customs (Adjudication) Mumbai for some products confirming only the differential duty amount of '' 226.06 Lakhs out of total demand of '' 5,505.35 Lakhs.
The Company has filed an appeal against the said adjudication order in The Customs, Excise and Service Tax Appellate Tribunal, Mumbai on March 31,2023. Based on the management assessment and external legal opinion, management believes that the Company has a strong case to defend its position in the above matter.
2. The Customs Department (Directorate of Revenue Intelligence) [DRI] had initiated an enquiry regarding the classification of certain products imported by the Company during previous years. As an outcome of this, the following Show Cause Notices from Customs Department (Directorate of Revenue Intelligence) were received by the Company for misclassification of certain products imported pertaining to earlier years. Show cause notice (SCN) dated June 13, 2019 (i.e. patch panels) demanding differential duty amount of '' 940.25 Lakhs (excluding interest and penalty). The Company had received the adjudication orders from ADG, DRI dated May 26, 2020 in above matter, setting aside the demand of duty pertaining to imports of goods.
On December 11,2020, the customs department has filed an appeal in Customs, Excise & Service Tax Appellate Tribunal, contending such decision of ADG - DRI in respect of above SCN. The Company awaits hearing date from Tribunal. Based on the management assessment and external legal opinion, management believes that the Company has strong case to defend its position in the above matter.
3. The Company has received Income Tax assessment order dated September 25, 2022 for the Financial Year 2019-2020 (Assessment Year 2020-21) demanding '' 74.27 Lakhs (After adjusting refund of '' 16.75 Lakhs). The Company has filed an appeal with the Commissioner of Income-tax (Appeals). Further, an application u/s 154 to the jurisdictional Assessing officer was made seeking partial rectification of the order. The management believes that the Company has strong case to defend its position. The Company awaits the hearing date from Commissioner of Income-tax (Appeals).
The principal business of the Company is marketing and distribution of D-Link branded Networking products. All other activities of the Company revolve around its main business. The Managing Director & CEO of the Company, has been identified as the chief operating decision maker (CODM). The CODM evaluates the Companyâs performance, allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, directors have concluded that there is only one operating reportable segment as defined by Ind AS 108 -Operating Segments.
Notes:
1. Managerial remuneration excludes provision for gratuity and compensated absences, since these are provided on the basis of an actuarial valuation for the Company as a whole and long term incentive.
2. Terms and conditions of transactions with related parties
The Companyâs international transactions with related parties where control exists are at armâs length as per the independent accountantâs report for the year ended March 31,2022. Management believes that the Companyâs international transactions with related parties where control exists post March 2022 continue to be at armâs length and that the transfer pricing legislation will not have an impact on the financial statements, particularly on the amount of the tax expense for the year and the amount of the provision for taxation at the year end.
41. a) No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
c) There is no undisclosed income under the tax assessments under the Income Tax Act, 1961 for the year ended March 31,2023 and March 31,2022 which needs to be recorded in the books of account of the Company.
d) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
e) Utilisation of borrowed funds and share premium :
A) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
B) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
f) Information with regard to other matters as required by Schedule III of the Companies Act,2013 are either Nil or Not Applicable to the company.
42. Pursuant to the amendments in the rule 3 of the Companies (Accounts) Rules, 2014, the back-up of the books of account and other books and papers of the company maintained in electronic mode, including at a place outside India, if any, shall be kept in servers physically located in India on a daily basis .Data centre for the ERP used by the management is hosted in a place outside India. Considering the requirement of the amendments, the Company planned and developed a mechanism to take daily backup of the books of accounts in India which has been implemented subsequent to the year end.
43. The Company has no transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
44. Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.
Mar 31, 2018
1 Background of the Company
D-Link (India) Limited (âThe Companyâ) was incorporated on May 26, 2008. The Company is a subsidiary of D-Link Holding Mauritius Inc. and is primarily engaged in marketing and distribution of Networking products. The Company operates through a distribution network with a wide range of product portfolio and solutions with a nationwide reach across India. The equity shares of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The registered office of the Company is âPlot no. U02B, Verna Industrial Estate, Verna, Salcette, Goa - 403 722, Indiaâ and the corporate office is at Unit no. 24, 2nd Floor, Kalpataru Square, Kondivita lane, Andheri-East, Mumbai - 400059.
The financial statements for the year ended March 31, 2018 were approved by the Board of Directors and authorised for issue on May 29, 2018.
ii. Terms and Rights attached
The Company has a single class of equity shares. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
v. Shares alloted as fully paid-up pursuant to contracts without payment being received in cash during the period of five years immediately preceding the date of the Balance Sheet are as under :
5,500,000 Equity shares fully paid up issued to the shareholders and promoters of TeamF1 Networks Private Limited (TeamF1) on preferential allotment basis on May 29, 2014 pursuant to a share swap agreement.
Notes :
(i) The general reserve is credited from time to time to transfer profits from retained earnings for appropriation purposes.
(ii) Security premium account is created when shares are issued at premium. Company can use it only in accordance with the provisions of the Companies Act, 2013.
(iii) On September 1, 2017, in respect of financial year 2016-17, a dividend of Rs.0.50 per share (total dividend Rs.177.55 Lakhs ) was approved by the shareholders at the Annual General Meeting and subsequently paid to the holders of fully paid equity shares.
Disclosures relating to amounts payable as at the year end together with interest paid/payable to Micro, Small and Medium Enterprises have been made in the accounts, as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of information available with the Company determined on the basis of intimations received from suppliers regarding their status and required disclosures are given below :
2. Earnings per share
Earnings per share is calculated by dividing the profit attributable to the Equity shareholders by the weighted average number of Equity shares outstanding during the year, as under:
3. Employee benefit plans
i. Defined contribution plans
The Company makes Provident Fund contributions which are defined contribution plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.61.06 Lakhs (Previous Year ended March 31, 2017 Rs.64.30 Lakhs) for Provident Fund contributions in the Statement of profit & loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
ii. Defined benefit plan
The gratuity scheme is a defined benefit plan that provides for a lump sum payment to the employees on exit either by way of retirement, death, disability or voluntary withdrawal. Under the scheme, the employees are entitled to a lump sum amount aggregating to 15 days final basic salary for each year of completed service payable at the time of retirement/resignation, provided the employee has completed 5 years of continuous service. The defined benefit plan is administered by a third-party insurer. The third-party insurer is responsible for the investment policy with regards to the assets of the plan.
Under the plan, the employees are entitled to a sum amounting to 15 days final basic salary for each year of completed service payable subject to maximum of Rs.20 Lakhs (Rs. 10 Lakhs upto previous year) at the time of retirement/resignation provided the employee has completed 5 years of continuous services.
The Plan exposes the Company to the following risks:
Salary Escalation Rate
The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. Amounts recognised in statement of profit and loss in respect of these defined benefit plans are as follows.
The current service cost and the net interest expense for the year are included in the âEmployee benefits expenseâ line item in the statement of profit and loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
The amount included in the balance sheet arising from the entityâs obligation in respect of its defined benefit plans is as follows.
4. Financial instruments
i. Capital management
The company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The company is not subject to any externally imposed capital requirements.
ii. Categories of financial instruments
5. Financial risk management objectives
The Companyâs principal financial liabilities, comprise short term borrowings, trade and other payables. The main purpose of these financial liabilities is to support its operations. The Companyâs principal financial assets include investment in subsidiary, trade and other receivables, current investments and cash that are derived directly from its operations.
The Companyâs activities expose it to a variety of financial risks: credit risk, liquidity risk, market risk (including foreign currency and interest rate risk). The Companyâs Board of Directors reviews and sets out policies for managing these risks and monitors suitable actions taken by management to minimize potential adverse effects of such risks on the companyâs operational and financial performance.
i. Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The Company has adopted a policy of dealing with only credit worthy counterparties and the credit risk exposure for them is managed by the Company by credit worthiness checks. The Company also takes an credit risk insurance policy.
The credit risk on liquid funds and investments in Mutual funds is limited because the counterparties are banks / Mutual funds with high credit-ratings assigned by international credit-rating agencies.
ii. Liquidity risk management
The Companyâs principal sources of liquidity are cash and cash equivalents, cash flow generated from operations and by churning of current investments. The Company does not have any significant borrowing. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.
Liquidity risk tables
The following tables detail the companyâs remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay.
The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2018.
iii. Market risk
The Company is exposed to market risks associated with foreign currency rates.
Foreign currency risk management
The company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
Foreign currency sensitivity analysis
The company is mainly exposed to the US Dollar currency.
The Companyâs exchange risk arises from its foreign currency purchases and revenues, (primarily in U.S. Dollars). âAs a result, if the value of the Indian Rupee appreciates relative to these foreign currencies, the Companyâs purchases measured in Indian Rupees will decrease. The exchange rate between the Indian Rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Due to lesser quantum of revenue from foreign currencies, the Company is not significantly exposed to foreign currency risk in receivables. The following table details the companyâs sensitivity to a 5% increase and decrease in the â against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents managementâs assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity where the â strengthens 5% against the relevant currency. For a 5% weakening of the â against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.
In managementâs opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.
Forward foreign exchange contracts
The Company enters into foreign exchange forward contracts to offset the foreign currency risk arising from the amounts denominated in currencies other than the Indian rupee. The counter party to the Companyâs foreign currency forward contracts is a bank. These contracts are entered into hedge the foreign currency risks of firm commitments.
The following table details the forward foreign currency (FC) contracts outstanding at the end of the reporting period:
6. Fair value measurements
This note provides information about how the Company determines fair values of various financial assets and financial liabilities.
Fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
- Level 3 inputs are unobservable inputs for the asset or liability.
Fair value of the Companyâs financial assets and financial liabilities that are measured at fair value on a recurring basis.
Some of the Companyâs financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used).
Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
The directors are of the belief that the carrying amounts of financial assets and financial liabilities recognised in the financial statements approximate their fair values.
7.Operating lease arrangements
The Company as lessee
The company has taken premises on cancellable operating lease basis. The tenure of the agreement ranges from 24 to 60 months. There are no renewal and escalation clauses in these agreements.
The lease rentals for the year charged to revenue are Rs.331.53 Lakhs (Previous year Rs.359.46 Lakhs)
8. Segment information
The principal business of the Company is marketing and distribution of D-Link branded Networking products. All other activities of the Company revolve around its main business. The CEO & Managing Director of the Company, has been identified as the chief operating decision maker (CODM). The CODM evaluates the Companyâs performance, allocates resources based on analysis of the various performance indicators of the Company as a single unit. Therefore, directors have concluded that there is only one operating reportable segment as defined by Ind AS 108 - Operating Segments.
9. Corporate Social Responsibility
(a) Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof: Rs.47.97 Lakhs (Previous year: Rs.16.01 Lakhs)
(b) Gross amount required to be spent during the period: Rs.63.87 Laks (Previous year: Rs.58.03 Lakhs).
10.Explanation to Transition to Ind AS
These financial statements for the year ended March 31, 2018 are the first financial statements prepared by the Company in accordance with Ind AS. The Company had prepared its financial statements for periods up to and including the year ended March 31, 2017 in accordance with statutory reporting requirements in India (âprevious GAAPâ) immediately before adopting Ind AS. Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended as on March 31, 2018 together with the comparative data as at and for the year ended March 31, 2017. In preparing these financial statements, the Companyâs opening balance sheet was prepared as at April 1, 2016, the Companyâs date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating the previous GAAP financial statements, including the balance sheet as at April 1, 2016 and the financial statements as at and for the year ended March 31, 2017.
Notes to reconciliation between Previuos GAAP and Ind AS
1. Dividends
Under previous GAAP until 2017 dividend payable was recorded as a liability in the period to which it related. Whereas, under Ind AS, dividend to shareholder is recognised as a liability in the period in which the obligation to pay is established. This has resulted in increase in equity by Rs.299.13 Lakhs (including corporate tax on proposed dividend) as on April 1, 2016.
2. Employee benefits
Under previous GAAP, actuarial gains and losses were recognised in the statement of profit and loss. Under Ind AS, the return on plan asset and actuarial gains and losses form part of remeasurement of the net defined benefit liability/asset which is recognised in other comprehensive income. This resulted in a reclassification between profit or loss and other comprehensive income.
3. Forward Contract Liability
Under Previous GAAP in respect of forward exchange contracts the company has recognised the mark to market loss by comparing the spot rates on booking date with the reporting date and also amortised forward premium over the life of the contract. Under Ind AS, the Company has fair valued the forward contracts. The effect of these is reflected in total equity and / or profit or loss, as applicable.
4. Investments
Under Previous GAAP Investments in mutual funds were measured at lower of cost or fair value. Under Ind AS, these financial assets have been classified as FVTPL on the date of transition. The effect of these is reflected in total equity and/or profit or loss, as applicable.
5. Cash credit account with Bank
Under IND AS, Cash credit account with bank which is payable on demand and form an integral part of an entityâs cash management system is included in cash and cash equivalents for the purpose of presentation of statement of cashflows. Whereas under previous GAAP there was no similar guidance and hence, Cash credit account with bank were considered similar to other borrowings and the movement therein were reflected in cash flows from financing activities. The effect of these is reflected in cashflows from financing activities and Cash and cash equivalents.
11.Related party disclosures
a) Name of related parties where control exists
D-Link Holding Mauritius Inc. Holding Company
D-Link Corporation, Taiwan Ultimate Holding Company
TeamF1 Networks Private Limited Subsidiary Company
b) List of related parties with whom transactions have taken place during the year and nature of relationship Name of the related parties Nature of relationship
D-Link Corporation Ultimate Holding Company
D-Link (Europe) Ltd Fellow Subsidiary
D-Link International (Singapore) Fellow Subsidiary
D-Link Canada Inc. Fellow Subsidiary
D-Link Middle East-FZCO Fellow Subsidiary
D-Link Japan K K (DJP) Fellow Subsidiary
D-Link International Pte. Ltd Fellow Subsidiary
D-Link International Pte. Ltd. (DILA) Fellow Subsidiary
D-Link Latin America Company Ltd. Fellow Subsidiary
D-Link Brazil LTDA Fellow Subsidiary
D-Link Australia Pty Limited Fellow Subsidiary
D-Link Systems Inc. Fellow Subsidiary
TeamF1 Networks Private Limited Subsidiary Company
Mr. Yao Chuan Yang (Gary Yang) Key management person [Upto November 1, 2017]
Mr. Tushar Sighat Key management person
Mr. Douglas Hsiao Director [Upto August 7, 2017]
Mr. Rajaram Ajgaonkar Director
Mr. Satish Godbole Director
Mr. Anil Bakshi Director [Upto November 1, 2017]
Ms. Madhu Gadodia Director [w.e.f August 27, 2016]
Mr. Mukesh Lulla Director [w.e.f February 4, 2016]
12. Events after the reporting period
In respect of the year ended March 31, 2018, The Board of Directors proposed that a dividend of Rs.0.50/- (i.e. 25% ) per share be paid on fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all holders of fully paid equity shares. The total estimated equity dividend to be paid is Rs.177.53 Lakhs.
Mar 31, 2016
Note 1: The company has disputed the demands from the commercial tax office Margao, Government of Goa towards VAT/CST, mainly relating to ''Câ forms from customers, aggregating Rs. 5,676,097/- (Previous year Rs.4,237,323/-), including interest aggregating Rs. 2,229,372/- (Previous year Rs. 1,528,525/-). The Company, out of abundant caution has provided for the aforesaid demands (Refer note 10), but is pursuing the matter in appeal with the authorities and is hopeful of succeeding in the appeal.
Note 2:
a) The Company enters into foreign exchange forward contracts to offset the foreign currency risk arising from the amounts denominated in currencies other than the Indian rupee. The counter party to the Company''s foreign currency forward contracts is a bank. These contracts are entered into to hedge the foreign currency risks of firm commitments.
VII The contributions expected to be made by the Company during the financial year 2016-17 is Rs 5,000,000/-.
The plan assets are managed by the Gratuity trust formed by the Company. The funds are invested in âBajaj Allianz group debt fund" managed by Bajaj Allianz Life Insurance Company.
B The disclosure as required under AS-15 regarding the Companyâs defined contribution plans is as follows : i) Contribution to provident fund Rs. 5,887,493/-. (Previous year Rs.4,192,714/-)
Note 3: Lease transactions
Operating leases
The company has taken premises on cancellable operating lease basis. The tenure of the agreement ranges from 33/60 months. There are no renewal or purchase options and escalation clauses in these agreements.
The lease rentals for the year charged to revenue are Rs. 33,451,121/- (Previous year Rs. 30,964,350/-)
Note 4: Related party disclosures
a) Name of related parties where control exists
D-Link Holding Mauritius Inc. Holding Company
D-Link Corporation, Taiwan Ultimate Holding Company
TeamF1 Networks Private Limited Subsidiary Company (w.e.f. 29th May 2014)
b) List of related parties with whom transactions have taken place during the year and nature of relationship
Name of the related parties Nature of relationship
D-Link Corporation Ultimate Holding Company
D-Link (Europe) Ltd Fellow Subsidiary
D-Link International (Singapore) Fellow Subsidiary
D-Link Canada Inc. Fellow Subsidiary
D-Link Middle East-FZCO Fellow Subsidiary
D-Link Japan K K (DJP) Fellow Subsidiary
D-Link International Pte. Ltd Fellow Subsidiary
D-Link Latin America Company Ltd. Fellow Subsidiary
D-Link Brazil LTDA Fellow Subsidiary
D-Link Australia Pty Limited Fellow Subsidiary
D-Link Systems Inc. Fellow Subsidiary
D-Link Latin America - DLABR Fellow Subsidiary
TeamF1 Networks Private Limited Subsidiary Company (w.e.f. 29th May 2014)
Mr. Yao Chuan Yang (Gary Yang) Key management person
Mr. Chandrashekhar M. Gaonkar Key management person (upto 23rd August 2014)
Mr. Tushar Sighat Key management person (w.e.f. 30th September 2014)
Other than the above, the Company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividend have been made by non- resident shareholders.
Note 5: Cash Credit accounts with banks are secured, by charge ranking pari passu, by way of hypothecation of stock and book debts both present and future.
Note 6: During the previous year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from 1st April 2014, the Company revised the estimated useful life of its assets to align the useful life with those specified in Schedule II. Pursuant to the transitional provisions prescribed in Schedule II to the Companies Act, 2013, the Company fully depreciated the carrying value of assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on 1st April, 2014, and adjusted an amount of Rs. 620,828/- (net of deferred tax of Rs. 319,678/-) against the opening Surplus balance in the Statement of Profit and Loss. The depreciation expense in the Statement of Profit and Loss for the previous year is lower by Rs. 1,246,504/- and profit for the previous year is higher by the like amount consequent to the change in the useful life.
Note 7: As per the provisions of section 135 of the Companies Act, 2013, the company is required to spend Rs. 4,872,636/- (Previous year Rs. 3,201,047/-) towards Corporate Social Responsibility (CSR) activities. The Company has not spent any amount during the year and intends to do so in coming financial years in line with the CSR policy of the company.
Note 8: During the previous year, the Company changed its leave encashment policy, reducing the maximum leave accumulation per employee from 45 days to 10 days. As a result of this change, there was a reduction in the amount of provision required for leave encashment as at the previous year end. Accordingly, employee benefits expense for the previous year ended 31st March 2015 was lower by Rs. 13,763,156/- and the profit before tax for the previous year was higher by a like amount.
Note 9: Particulars of loans given as required under Section 186 (4) of the Companies Act, 2013
Note 10: Previous yearâs figures have been regrouped / reclassified wherever necessary to correspond with the current yearâs classification.
Mar 31, 2015
1. Background of the Company
D-Link (India) Limited (the Company) is a subsidiary of D-Link Holding
Mauritius Inc. and is a part of D-Link Corporation, Taiwan. The Company
is primarily engaged in marketing and distribution of D-Link branded
Networking products in India and neighbouring countries. The Company
operates through a distribution network with a wide range of product
portfolio and solutions with a nationwide reach across India.
2. Rights, preferences and restrictions attached to each class of
shares
The Company has only one class of Equity shares having a par value of
Rs. 2/- per share. Each holder of Equity shares is entitled to one vote
per share and each Equity share carries an equal right to dividend and
in case of repayment of capital. Further, 5,500,000 Equity shares
issued during the year on preferential allotment basis are subject to a
lock-in-period of one year, i.e., up to 28th July, 2015
3. Contingent liabilities
Contingent liabilities, in respect of
Custom duty paid under protest. The
same is included under "customs duties
recoverable" in note no.14 pending
resolution of the dispute. 6,312,963 6,312,963
The trading material/software imported
are subjected to different rates of
customs duty based on classification
under respective Tariff Head. The
Customs department has objected to
the classifications adopted for certain
items and has demanded additional duty
for the same. The differential duty has
been paid under protest. The matter is
pending with Central Excise and Service
Tax Appellate
Tribunal for hearing.
Disputed demand from commercial tax
officer Margao, Government of Goa,
towards value added tax (VAT) /
central sales tax (CST) 10,435,455 10,435,455
The Company had filed appeal
against the assessment order dated 22nd
March, 2013 before the Addl. Commissioner
of Commercial Taxes, Panaji- Goa
requesting for Stay of the recovery of
disputed amount of tax, demanded for
the Assessment Year 2009-10. The
Company is awaiting personal hearing
from the Addl. Commissioner of
Commercial Taxes.
b) In addition to the above, the company
has disputed the demands from the commercial
tax office Margao, Government of Goa
towards VAT / CST, mainly relating to 'C'
forms from customers, aggregating
Rs. 4,237,323 (Previous year Rs.2,484,009),
including interest aggregating Rs.
1,528,525 (Previous year Rs. 730,742).
The Company, out of abundant caution has
provided for the aforesaid demands (Refer
note 10), but is pursuing the matter in
appeal with the authorities and is hopeful
of succeding in the appeal.
4. The Company enters into foreign exchange forward contracts to offset
the foreign currency risk arising from the amounts denominated in
currencies other than the Indian rupee. The counter party to the
Company's foreign currency forward contracts is generally a bank. These
contracts are entered into to hedge the foreign currency risks of firm
commitments.
5. The contributions expected to be made by the Company during the
financial year 2015-16 is Rs. 4,954,356/-.
The plan assets are managed by the Gratuity trust formed by the
Company. The funds are held in the Bank Account of the gratuity trust
as on March 31, 2015.
Subsiquently the funds are invested in "Bajaj Allianz group debt fund"
managed by Bajaj Allianz Life Insurance Company.
B The disclosure as required under AS-15 regarding the Company's
defined contribution plans is as follows : i) Contribution to provident
fund Rs. 4,192,714/-. (Previous year Rs.1,589,543/-)
6. Lease transactions
Operating leases
The company has taken premises on cancellable operating lease basis.
The tenure of the agreement ranges from 33/60 months. There are no
renewal or purchase options and escalation clauses in these agreements.
The lease rentals for the year charged to revenue are Rs. 30,964,350/-
(Previous year Rs. 19,803,302/-)
a) Name of related parties where control exists
D-Link Holding Mauritius Inc. Holding Company
D-Link Corporation, Taiwan Ultimate Holding Company
TeamF1 Networks Private Limited Subsidiary Company
(w.e.f. 29th May 2014)
b) List of related parties with whom transactions have taken place
during the year and nature of relationship
Name of the related parties Nature of relationship
D-Link Corporation Ultimate Holding Company
D-Link (Europe) Ltd Fellow Subsidiary
D-Link International (Singapore) Fellow Subsidiary
D-Link Canada Inc. Fellow Subsidiary
D-Link Middle East - FZCO Fellow Subsidiary
D-Link Japan K K (DJP) Fellow Subsidiary
D-Link International Pte. Ltd Fellow Subsidiary
D-Link Latin America Fellow Subsidiary
D-Link Brasil LTDA Fellow Subsidiary
D-Link Australia Pty Limited Fellow Subsidiary
D-Link Latin America - DLABR Fellow Subsidiary
TeamF1 Networks Private Limited Subsidiary Company
(w.e.f. 29th May 2014)
Mr. Yao Chuan Yang (Gary Yang) Key management person
Mr. Chandrashekhar M. Gaonkar Key management person
(upto 23rd August 2014)
Mr. Tushar Sighat Key management person
(w.e.f. 30th September 2014)
7. Segment information
(A) Segment information for primary reporting (by business segment)
The Company has its operations in marketing and distribution of
networking products. These networking products are sold to
distributors, Original Equipment Manufacturers (OEM's) and System
Integrators (SI). The primary reporting segment for the Company,
therefore, is the business segment, viz., networking products.
(B) Segment information for secondary segment reporting (by
geographical segments)
The secondary reporting segment for the Company is the geographical
segment based on location of customers, which is as follows:
i) Domestic
ii) Export
Cash Credit accounts with banks are secured by charge ranking pari
passu, by way of hypothecation of stock and book debts both present and
future.
8. During the year, pursuant to the notification of Schedule II to the
Companies Act, 2013 with effect from 1st April 2014, the Company
revised the estimated useful life of its assets to align the useful
life with those specified in Schedule II. Pursuant to the transitional
provisions prescribed in Schedule II to the Companies Act, 2013, the
Company has fully depreciated the carrying value of assets, net of
residual value, where the remaining useful life of the asset was
determined to be nil as on 1st April, 2014, and has adjusted an amount
of Rs. 620,828/- (net of deferred tax of Rs. 319,678/-) against the
opening Surplus balance in the Statement of Profit and Loss. The
depreciation expense in the Statement of Profit and Loss for the year
is lower by Rs. 1,246,504/- and profit for the year is higher by the
like amount consequent to the change in the useful life .
9. As per the provisions of section 135 of the Companies Act, 2013, the
company is required to spend Rs. 3,201,047/- towards Corporate Social
Responsibility (CSR) activities. The Company has not spent any amount
during the year and intends to do so in coming financial years in line
with the CSR policy of the company.
10. During the year, the Company has changed its leave encashment
policy, reducing the maximum leave accumulation per employee from 45
days to 10 days. As a result of this change, there is a reduction in the
amount of provision required for leave encashment as at the year end.
Accordingly, employee benefits expense for the year ended 31st March
2015 is lower by Rs. 13,763,156/- and the profit before tax for the year
is higher by a like amount.
11. Previous year's figures have been regrouped / reclassified wherever
necessary to correspond with the current year's classification.
Mar 31, 2014
For the year ended For the year ended
31st March, 2014 31st March, 2013
Note 1:
Contingent liabilities
Contingent liabilities, in
respect of Custom duty
paid under protest.
The same is included
under customs duties
recoverableow in note no.12
pending resolution of
the dispute. 6,312,963 6,312,963
The trading material/software
imported are subjected to
different rates
of customs duty based on
classification under respective
Tariff Head.
The Customs department has
objected to the classifications
adopted for
certain items and has demanded
additional duty for the same.
The
differential duty has been paid
under protest. The matter is
pending
with CESTAT for hearing.
Disputed demand from commercial
tax officer Margao, Government
of Goa,
towards value
added tax (VAT)/central sales tax
(CST). 10,435,455 10,435,455
The Company had filed appeal
against the assessment order
dated March
22, 2013 before the Addl.
Commissioner of Commercial
Taxes, Panaji -
Goa requesting for Stay of the
recovery of disputed amount of
tax,
demanded for the Assessment
Year 2009-10. The Company is
awaiting for
personal hearing from the Addl.
Commissioner of Commercial Taxes.
Note 2:
a) The Company enters into foreign exchange forward contracts to offset
the foreign currency risk arising from the amounts denominated in
currencies other than the Indian rupee. The counter party to the
Company''s foreign currency forward contracts is generally a bank. These
contracts are entered into to hedge the foreign currency risks of firm
commitments.
VI. The assumptions of future salary increases, considered in
actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the
employment.
VII. The contributions expected to be made by the Company during the
financial year 2014-15 is Rs.739,240/-.
The plan assets are managed by the Gratuity trust formed by the
Company. The funds are invested in "Bajaj Allianz group debt fund"
managed by Bajaj Allianz Life Insurance Company.
B The disclosure as required under AS-15 regarding the Company''s
defined contribution plans is as follows : i) Contribution to provident
fund Rs.1,589,543/-.( Previous year Rs.1,108,216/-)
Note 3: Lease transactions
Operating leases
The company has taken premises on cancellable operating lease basis.
The tenure of the agreement ranges from 33/60 months. There are no
renewal or purchase options and escalation clauses in these agreements.
The lease rentals for the year charged to revenue are Rs.19,803,302/-
(Previous year Rs.17,453,101/-)
Note 4: Segment information
(A) Segment information for primary reporting (by business segment)
The Company has its operations in marketing and distribution of
networking products. These networking products are sold to
distributors, Original Equipment Manufacturers (OEM''s) and System
Integrators (SI). The primary reporting segment for the Company,
therefore, is the business segment, viz., networking products.
(B) Segment information for secondary segment reporting (by
geographical segments)
The secondary reporting segment for the Company is the geographical
segment based on location of customers, which is as follows: i)
Domestic ii) Export
Note 5:
The Shareholders have, in the Extraordinary General Meeting held on
20th January, 2014, approved the following:
i) Issue of 5,500,000 Equity shares of the Company to the shareholders
and promoters of TeamF1 Networks Private Limited (TeamF1) on
preferential allotment basis for consideration other than cash (share
swap of 10,499 shares held by them in TeamF1) towards acquisition
preferential allotment basis for consideration other than cash (share
swap of 10,499 shares held by them in TeamF1) towards acquisition of
TeamF1 by the Company;
ii) Raising of funds by way of issue of Equity shares for cash not
exceeding Rs.600,000,000 on Rights basis.
Note 6:
Prepaid expenses includes an amount of Rs.2,106,750/- paid to
consultants as legal and professional charges in relation to the
proposed issue of rights shares and shares on preferential allotment
basis and will be set off against share premium.
Note 7:
Cash Credit accounts with banks are secured by charge ranking pari
passu, by way of hypothecation of stock and book debts both present and
future.
Note 8:
Previous year''s figures have been regrouped/reclassified wherever
necessary to correspond with the current year''s classification.
Mar 31, 2013
Note 1: Background of the Company
D-Link (India) Limited (the ''Company'') is a subsidiary of D-Link
Holding Mauritius Inc. and is a part of D-Link Corporation, Taiwan. The
Company is engaged in Marketing and Distribution of D-Link branded
Networking products in India and SAARC Countries. The Company operates
through a distribution network with a wide range of products portfolio
and solutions with a nationwide reach across India.
Note 2: Contingent liabilities
Contingent liabilities, in respect of Custom duty paid under protest.
The trading material/software imported are subjected to different rates
of customs duty based on classification under respective Tariff Head.
The Customs department has objected to the classifications adopted for
certain items and has demanded additional duty for the same. The
differential duty has been paid under protest. The matter is pending
with CESTAT for hearing.
Disputed demand from commercial tax officer Margao, Government of Goa,
towards value added tax ( VAT ) / central sales tax (CST)
The Company is in the process of filing an appeal against the demand
and is confident of defending the claim for input tax credit / lower
charge of CST against ''C'' forms.
Note 3:
a) The Company enters into foreign exchange forward contracts to offset
the foreign currency risk arising from the amounts denominated in
currencies other than the Indian rupee. The counter party to the
Company''s foreign currency forward contracts is generally a bank. These
contracts are entered into to hedge the foreign currency risks of firm
commitments.
Note 4: Lease transactions
Operating leases
The company has taken premises/vehicles on cancellable operating lease
basis. The tenure of the agreement ranges from 33/60 months. There are
no renewal or purchase options and escalation clauses in these
agreements.
The lease rentals for the year charged to revenue are Rs.17,453,101/-
(Previous year Rs. 16,824,404/-)
Note 5: Related party disclosures
a) Name of related parties where control exists
D-Link Holding Mauritius Inc. Holding Company
D-Link Corporation, Taiwan Ultimate Holding Company
Note 6: Segment information
(A) Segment information for primary reporting (by business segment)
The Company has its operations in marketing and distribution of
networking products. These networking products are sold to
distributors, Original Equipment Manufacturers (OEM''s) and System
Integrators (SI). The primary reporting segment for the Company,
therefore, is the business segment, viz., networking products.
(B) Segment information for secondary segment reporting (by
geographical segments)
The secondary reporting segment for the Company is the geographical
segment based on location of customers, which is as follows: i)
Domestic ii) Export
Other than the above, the Company has not remitted any amount in
foreign currencies on account of dividends during the year and does not
have information as to the extent to which remittances, if any, in
foreign currencies on account of dividend have been made by
non-resident shareholders.
Note 7:
As per information available with the Company, none of the creditors
have confirmed that they are registered under the Micro, Small and
Medium enterprises Development Act, 2006. Accordingly, disclosure as
required by the said Act is made on that basis.
Note 8:
Cash Credit accounts with banks are secured by a charge ranking pari
passu, by way of hypothecation of stock and book debts, both present
and future.
Note 9:
Previous year''s figures have been regrouped / reclassified wherever
necessary to correspond with the current year''s classification.
Mar 31, 2012
Note 1: Background of the Company
D-Link (India) Limited (the 'Company') is a subsidiary of D-Link
Holding Mauritius Inc. and is a part of D-Link Corporation, Taiwan. The
Company is engaged in Marketing and Distribution of D-Link branded
Networking products in India and SAARC Countries. The Company operates
through a distribution network with a wide range of products portfolio
and solutions with a nationwide reach across India.
Note 2: Contingent liabilities and commitments (to the extent not
provided for)
Contingent Liabilities
Contingent liabilities, in respect of Custom duty paid under protest.
The same is included under "customs and other duties recoverable",
pending resolution of the dispute. 6,312,963 6,312,963
The trading material/software imported are subjected to different rates
of customs duty based on classification under respective Tariff Head.
The Customs department has objected to the classifications adopted for
certain items and has demanded additional duty for the same. The
differential duty has been paid under protest.
VII The contributions expected to be made by the Company during the
financial year 2012-13 is Rs. 1,000,000/-.
The plan assets are managed by the Gratuity trust formed by the
Company. The management of funds is entrusted with MetLife India
Insurance Co. Ltd. The details of investments made by them are not
available.
B The disclosure as required under AS-15 regarding the Company's
defined contribution plans is as follows:
i) Contribution to provident fund Rs.1,116,859/-. (Previous year
Rs.1,189,412/-)
Note 3: Lease transactions
Operating leases
The company has taken premises / vehicles on cancellable operating
lease basis. The tenure of the agreement ranges from 33/60 months.
There are no renewal or purchase options and escalation clauses in
these agreements.
The lease rentals for the year charged to revenue are Rs.16,824,404/-
(Previous year Rs. 21,626,380/-)
Note 4: Related party disclosures
a) Name of related parties where control exists
D-Link Holding Mauritius Inc. Holding Company
D-Link Corporation, Taiwan Ultimate Holding Company
Note 5: Segment information
(A) Segment information for primary reporting (by business segment)
The Company has its operations in marketing and distributing networking
products. These networking products are sold to distributors, Original
Equipment Manufacturers (OEM's) and System Integrators (SI). The
primary reporting segment for the Company, therefore, is the business
segment, viz., networking products.
(B) Segment information for secondary segment reporting (by
geographical segments)
The secondary reporting segment for the Company is the geographical
segment based on location of customers, which is as follows:
i) Domestic
ii) Export
Note 6:
As per information available with the Company, none of the creditors
have confirmed that they are registered under the Micro, Small and
Medium enterprises Development Act, 2006. Accordingly, disclosure as
required by the said Act is made on that basis.
Note 7:
During the previous year, the Company had changed the policy for
providing for slow moving and obsolete inventory having regard to the
nature of items in inventory and movements thereof by rationalising the
criterias for provision which is based on ageing, saleability, actual
sales etc. As a result of this change, the provision for the previous
year was lower by Rs. 8,333,683/- and the profit was higher by the like
amount.
Note 8:
Cash Credit account with the bank is secured by hypothecation of stock
and book debts both present and future.
Note 9:
Previous year's figures have been regrouped/reclassified wherever
necessary to correspond with the current year's classification in line
with the Revised Schedule VI to the Companies Act, 1956.
Mar 31, 2011
As at As at
31st March, 2011 31st March, 2010
Rupees Rupees
1 Contingent liabilities, in respect
of Custom duty paid under protest.
The same is included under advances
recoverable in cash or in kind in
Schedule 8 pending resolution of the
dispute. 6,312,963 6,312,963
The trading material/software imported are subjected to different rates
of customs duty based on classification under respective Tariff Head.
The Customs department has objected to the classifications adopted for
certain items and has demanded additional duty for the same. The
differential duty has been paid under protest.
During the previous year, the company had agreed to the classification
done by the customs department and had withdrawn the protest with
respect to one of the products as a result of which an amount of Rs.
4,424,173/- had been debited to Profit and Loss Account of the previous
year.
2 The Company has obtained the approval of the shareholders through
voting by postal ballot dated 28th October 2010 in terms of provisions
of Section 192A of the Companies Act, 1956 read with the provisions of
Companies (Passing of Resolutions by Postal Ballot) Rules, 2001, to
amend/alter the main object clause of the Memorandum of Association of
the Company for trading in "passive networking copper and fiber
structured cabling products". Accordingly, the Company is now trading
in passive networking copper and fiber structured cabling products.
VII The contributions expected to be made by the Company during the
financial year 2011-12 have not been ascertained.
The plan assets are managed by the Gratuity trust formed by the
Company. The management of funds is entrusted with MetLife India
Insurance Co. Ltd. The details of investments made by them are not
available.
VIII The disclosure as required under AS-15 regarding the Companys
defined contribution plans is as follows :
i) Contribution to provident fund Rs.1,189,412/-. ( Previous year
Rs.1,089,167/-)
3 As per information available with the Company, none of the creditors
have confirmed that they are registered under the Micro, Small and
Medium enterprises Development Act, 2006. Accordingly, disclosure as
required by the said Act is made on that basis.
4 Lease transactions Operating leases
The company has taken premises/vehicles on cancellable operating lease
basis. The tenure of the agreement ranges from 33/60 months. There are
no renewal or purchase options and escalation clauses in these
agreements. The lease rentals for the year charged to revenue are
Rs.21,626,380/- (Previous period Rs.23,493,427/-)
5 Related party disclosures
Name of related parties where control exists
D-Link Holding Mauritius Inc. Holding Company
D-Link Corporation, Taiwan Ultimate Holding Company
List of related parties with whom transactions have taken place during
the year and nature of relationship
Name of the related parties Nature of relationship
D-Link Corporation Ultimate Holding Company
D-Link (Europe) Ltd Fellow Subsidiary
D-Link International (Singapore) Fellow Subsidiary
D-Link International (Hong Kong) Fellow Subsidiary
D-Link Middle East-FZCO Fellow Subsidiary
D-Link Japan K K (DJP) Fellow Subsidiary
D-Link International Pte. Ltd Fellow Subsidiary
D-Link Latin America Fellow Subsidiary
D-Link Systems, Inc Fellow Subsidiary
Smartlink Network Systems Limited Enterprise over which key management
person and
(previous year upto 15th July 2009) his relatives are able to exercise
significant influence.
Mr. Yao Chuan Yang (Gary Yang) (From 15th July 2009) Key management
person
Mr. Chandrashekhar M. Goankar (From 1st March, 2010) Key management
person
Mr.Kamalaksha R.Naik (previous year upto 15th July 2009) Key management
person
6 Segment information
(A) Segment information for primary reporting (by business segment)
The Company has its operations in marketing and distributing networking
products. These networking products are sold to distributors, Original
Equipment Manufacturers (OEMs) and System Integrators (SI). The
primary reporting segment for the Company, therefore, is the business
segment, viz., networking products.
(B) Segment information for secondary segment reporting (by
geographical segments)
The secondary reporting segment for the Company is the geographical
segment based on location of customers, which is as follows:
i) Domestic
ii) Export
7 Cash Credit account with the bank is secured by hypothecation of
stock and book debts both present and future.
8 During the year, the Company has changed the policy for providing
for slow moving and obsolete inventory having regard to the nature of
items in inventory and movements thereof by rationalising the criterias
for provision which is based of ageing,saleability,actual sales, etc.
As a result of this change, the provision for the year is lower by
Rs.8,333,683/- and the profit for the year is higher by the like
amount.
9 Previous years figures have been regrouped , wherever necessary, to
conform to the classification of the current year.
Mar 31, 2010
Contingent Liability
These, if any, are disclosed in the notes on accounts. Provision is
made in the accounts if it becomes probable that an out flow of
resources embodying economic benefits will be required to settle the
obligation.
As at 31st March,
Rupees Rupees
1 Estimated amount of contracts remaining
to be executed on capital account
and not provided for - 1,021,896
2 Contingent liabilities, in respect of
Custom duty paid under protest.
The same is included under advances
recoverable in cash or in kind in Schedule 8
pending resolution of the dispute. 6,312,963 10,737,136
The trading material/software imported are subjected to different rates
of customs duty based on classification under respective Tariff Head.
The Customs department has objected to the classifications adopted for
certain items and has demanded additional duty for the same. The
differential duty has been paid under protest.
During the year, the company has agreed to the classification done by
the customs department and have withdrawn the protest with respect to
one of the products as a result of which an amount of Rs. 4,424,173/-
(Previous period Nil) has been debited to Profit and Loss Account
3. The Company was incorporated on 26th May, 2008 with the object of
carrying on the business of sales and marketing of active networking
products.
Pursuant to the Scheme of Arrangement (Scheme) entered into by
Smartlink Network Systems Limited (Smartlink) [formerly known as D-Link
(India) Limited] with the Company, the Marketing Business of
Smartlink, consisting of marketing and selling of "D-Link" branded
active networking products etc. was transferred to the Company with
effect from 1st April, 2008, the Appointed Date. In accordance with the
Scheme, the relevant Assets, Liabilities and Reserves and Surplus were
accounted in the books of the Company w.e.f 1st April 2008. The said
Scheme, under section 391 to 394 of the Companies Act, 1956, had been
approved by the Honble High Court of Judicature of Bombay at Goa, vide
its Order dated 27th February, 2009.
The Scheme provided that it shall become effective upon satisfaction of
the conditions set out in the Scheme therein, including receipt of
necessary approvals from Government Authorities. Accordingly, upon
receipt of the requisite approvals, as aforesaid, the Effective Date of
the Scheme was 10th June, 2009.
The Scheme provided, inter alia, the transfer of the Marketing Business
of Smartlink on a going concern basis to the Company in consideration
for which, each shareholder of Smartlink whose name appeared in the
Register of Members of Smartlink on the record date, shall receive one
fully-paid Equity Share, of the face value Rs.2/- each in the Company
aggregating to 30,004,850 Equity Shares of Rs.2/- each. The Company has
completed the allotment of such shares on 26th June 2009.
As an integral part of the scheme, upon the effective date, the
Authorised Share Capital of the Company was enhanced to Rs.70,000,000/-
divided into 35,000,000 Equity Shares of Rs.2/- each.
As an integral part of the Scheme, upon the Effective Date, 250,000
Equity Shares of the face value Rs. 2/-aggregating to Rs.500,000/- held
by the existing shareholders in the Company were extinguished and the
amount paid thereon has been refunded to each of the said shareholders
and the paid up Equity Share Capital of the Company was reduced
accordingly. The reduction of Share Capital was undertaken in
accordance with provisions of Sections 100 to 103 of the Act and the
Order of the High Court sanctioning the Scheme was deemed to be also
the Order under Section 102 of the Act for the purpose of confirming
the reduction.
Smartlink carried on the business of the Company for the period from
the Appointed Date to the Effective Date, in trust as per the
requirements of the Scheme.
The Scheme further provided that, as an integral part of the Scheme,
the foreign promoters of Smartlink viz. D-Link Holding Mauritius Inc.
shall swap 7,216,166 Equity Shares of Rs. 2/- each in the Company held
by Mr. K. R. Naik and his family members, the Indian promoters of
Smartlink, in exchange for: (I) 10,898,497 Equity shares of Rs. 2/-
each held by D- Link Holding Mauritius Inc. in Smartlink; and (ii) the
payment of an additional cash consideration of USD 5,000,000 by D- Link
Holding Mauritius to Mr. K. R. Naik and his family members.
The Share exchange as contemplated in the Scheme has been completed on
7th July 2009, as a result of which the Company has become a subsidiary
of D-Link Holding Mauritius Inc.
VII The contributions expected to be made by the Company during the
financial year 2010-11 have not been ascertained.
The plan assets are managed by the Gratuity trust formed by the
Company. The management of funds is entrusted with MetLife India
Insurance Co.Ltd. The details of investments made by them are not
available.
VIII The disclosure as required under AS-15 regarding the Companys
defined contribution plans is as follows : i) Contribution to provident
fund Rs.l,089,167/-.( Previous period Rs.857,199/-)
4 As per information available with the Company, none of the creditors
have confirmed that they are registered under the Micro, Small and
Medium enterprises Development Act, 2006. Accordingly, disclosure as
required by the said Act is made on that basis.
5 Lease transactions
Operating leases
The company has taken premises / vehicles on cancellable operating
lease basis. The tenure of the agreement ranges from 33/60 months.
There are no renewal or purchase options and escalation clauses in
these agreements.
The lease rentals for the period charged to revenue are Rs.
23,493,427/- (Previous period Rs.222,780/-)
6 Related party disclosures
Name of related parties where
control exists
D-Link Holding Mauritius Ltd Holding Company
D-Link Corporation.Taiwan Ultimate Holding Company
List of related parties with whom transactions have taken place during
the period and nature of relationship
Name of the related parties
D-Link Corporation
D-Link International (Singapore)
D-Link Middle East-FZCO
D-Link Latin America
Nature of relationship
Ultimate Holding Company
Fellow Subsidiary
Fellow Subsidiary
Fellow Subsidiary
Name of the related parties
D-Link (Europe) Ltd
D-Link International (Hong Kong)
D-Link International Pte.Ltd
D-Link Systems, Inc
Nature of relationship
Fellow Subsidiary
Fellow Subsidiary
Fellow Subsidiary
Fellow Subsidiary
Smartlink Network Systems Limited ( Formerly known as D-Link (India)
Ltd.) ( Upto 15th July 2009 )
Mr. Yao Chuan Yang (Gary Yang) (From 15th July 2009 ) Mr.
Chandrashekhar M. Goankar (From 1st March, 2010) Mr. Kamalaksha R. Naik
( Upto 15th July 2009 ) Mr. Jangoo Dalai ( Upto 30th March 2009 )
Enterprise over which key management person and his relatives are able
to exercise significant influence.
Key management person
Key management person
Key management person
Key management person
7 Segment information
(A) Segment information for primary reporting (by business segment)
The Company has its operations in marketing and distributing networking
products. These networking products are sold to distributors, Original
Equipment Manufacturers (OEMs) and System Integrators (SI). The
primary reporting segment for the Company, therefore, is the business
segment, viz., networking products.
8 Cash Credit account with the bank is secured by hypothecation of
stock and book debts both present and future.
9 Hitherto, the Company followed the policy of providing depreciation
on computer software 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 the asset and its estimated useful life, has changed
this policy and now follows the policy of depreciating it over its
estimated useful life of five years. As the result of the change in the
method.of providing for depreciation, the charge for the year is higher
by Rs.83,625/- and the profit for the year is lower by the like amount.
10 The figures in the Profit and Loss Account and in the Cash Flow
Statement are for the year ended on 31st March, 2010 whereas the
figures for the previous period are from 26th May, 2008 to 31st March,
2009, hence, they are not strictly comparable.
11 Previous periods figures have been regrouped , wherever necessary,
to conform to the classification of the current year.
Mar 31, 2009
1 Contingent liabilities, in respect of Custom duty paid under protest.
The same is included under advances recoverable in cash or in kind in
Schedule 8 pending resolution of the dispute. 10,737,136
The trading material/software imported are subjected to different rates
of customs duty based on classification under respective Tariff Head.
The Customs department has objected to the classifications adopted for
certain items and has demanded additional duty for the same. The
differential duty has been paid under protest.
2 The Company was incorporated on 26th May, 2008 with the object of
carrying on the business of sales and marketing of active networking
products.
Pursuant to the Scheme of Arrangement (Scheme) entered into by D-Link
(India) Limited (D-Link) with the Company, the Marketing Business of
D-Link, consisting of marketing and selling of "D-Link" branded active
networking products etc. was transferred to the Company with effect
from 1 st April, 2008, the Appointed Date.
The said Scheme, under section 391 to 394 of the Companies Act, 1956,
has been approved by the Honble High Court of Judicature of Bombay at
Goa, vide its Order dated 27th February, 2009.
The Scheme provides, inter alia, the transfer of the Marketing Business
of D-Link on a going concern basis to the Company in consideration for
which, each shareholder of D-Link whose name appears in the Register of
Members of D-Link on the record date, shall receive one fully-paid
Equity Share, of the face value Rs 21- each in the Company, aggregating
to 30,004,850 Equity Shares of Rs.2/-each.
The Scheme provides that it shall become effective upon satisfaction of
the conditions set out in the Scheme therein, including receipt of
necessary approvals from Government Authorities. Accordingly, upon
receipt of the requisite approvals, as aforesaid, the Effective Date of
the Scheme was 10th June, 2009.
As an integral part of the scheme, upon the effective date, the
Authorised Share Capital of the Company shall stand enhanced to
Rs.70,000,000/- divided into 35,000,000 Equity Shares of Rs.2/- each.
As an integral part of the Scheme, upon the Effective Date, 2,50,000
Equity Shares of the face value Rs. 2/-aggregating to Rs.500,000/- held
by the existing shareholders in the Company shall be extinguished and
the amount paid thereon shall be refunded to each of the said
shareholders and the paid up Equity Share Capital of the Company shall
stand reduced accordingly.
The reduction of Share Capital shall be undertaken in accordance with
provisions of Sections 100 to 103 of the Act and the D-Link carried on
the business of the Company for the period from the Appointed Date to
the Effective Date, in trust as per the requirements of the Scheme.
The Scheme further provides that, as an integral part of the Scheme,
the foreign promoters of D-Link viz. D-Link Holding Mauritius Inc.
shall swap 7,216,166 Equity Shares of Rs. 21- each in the Company held
by Mr. K. R. Naik and his family members, the Indian promoters of
D-Link, in exchange for: (i) 10,898,497 Equity shares of Rs. 21- each
held by D-Link Holding Mauritius Inc. in D-Link; and (ii) the payment
of an additional cash consideration of USD 5,000,000 by D-Link Holding
Mauritius to Mr. K.R.Naikand his family members.
Upon the swap of shares as above, and subject to receipt of necessary
approvals, per the Scheme, D-Link shall be re-named as"Smart Link
NetworkSystemsLimited"and the Company shall be re-named as"D-Link
(India) Limited".
V The assumptions of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other re
levant factors, such as supply and demand in the employment.
VI This being the first period of operations of the Company, the
question of disclosure pertaining to the amount of the presentvalueof
the obligation, experience adjustments arising on plan liabilities for
the previous four annual periods does notarise.
VII The contributions expected to be made by the Company during the
financial year 2009-10 have not been ascertained.
VIII The disclosure as required under AS-15 regarding the Companys
defined contribution plans is as follows: i) Contribution to
providentfund Rs.8,57,199/-.
3 The Company has not received any intimation from suppliers regarding
their status under the Micro, Small and Medium Enterprises Development
Act, 2006 and hence disclosure requirement in this regard as per the
Schedule VI of the Companies Act,! 956 is given accordingly.
4 a) The Company enters into foreign exchange forward contracts to
offset the foreign currency risk arising from the amounts denominated
in currencies other than the Indian rupee. The counter party to the
Companys foreign currency forward contracts is generally a bank.These
contracts are entered into to hedge the foreign currency risks of firm
commitments.
5 Lease transactions Operating leases
The company has taken premises/vehicles on cancellable operating lease
basis.The tenure of the agreement ranges from 33/60 months.There are no
renewal or purchase options and escalation clauses in these agreements.
The lease rentals for the year charged to revenue are Rs. 222,780/-.
6 Related party disclosures
List of related parties with whom transactions have taken place during
the period and nature of relationship Name of the related parties
Nature of relationship
Mr.KamalakshaR.Naik Key management person
Mr. Jangoo Dalai (upto 30th March 2009) Key management person
D-Link(lndia)Ltd Enterprise over which key management person and his
relatives are able to exercise significant influence.
7 Segment information
(A) Segment information for primary reporting (by business segment)
The Company has its operations in marketing and distributing networking
products.These networking products are sold to distributors, Original
Equipment Manufacturers (OEMs) and System Integrators (SI).The primary
reporting segment for the Company, therefore, is the business segment,
viz., networking products.
8 The Company was incorporated on 26th May, 2008 and this being the
First Financial Period of operations of the Company, there are no
figures for the previous year.
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