devAR 2017 2018
devAR 2017 2018
devAR 2017 2018
21 ST
ANNUAL
REPORT
“
“ People first; business always
We are a “People First” company. We always
ensure the continued success of our clients
and employees by placing problem solving
ahead of anything else and walking the extra
mile when needed. This means that we value
our engagements with our employees as
well as clients and base our consultations on
client’s specific goals which empower them
to meet their business objectives. Although
we work with technology, our primary
focus is maintaining a rock solid and secure
relationship with each of our clients. Our clients
can rely on every professional of our company
to deliver exemplary service and become
their loyal and valued technology partner.
HELPING COMPANIES WITH
DIGITAL
TRANSFORMATION
BY DELIVERING END-TO-END IT SERVICES
ESTABLISHED SINCE 1997
FINANCIALS.......................................................................................... 99-180
• Standalone Financial Statements 2017-18
• Consolidated Financial Statements 2017-18
ATTENDANCE SLIP AND PROXY FORM ..................................... 181-184
Mr. Prerak Shah holds MS in Computer Science and has Mr. Pranav Pandya is a First Generation Electronic and
successfully led many IT projects to fruition. “Lead by Microprocessor Engineering entrepreneur with a strong
example” is his mantra for motivating team as while backing of 25 years plus experience. He has very good
evolving solutionsTechnology
Dev Information that aptly Ltd.
aligns technology,
Annual process
Report 2017-18 understanding of technology business implications in local
and people and in turn, helps business maximize their scenarios of both public and private sectors.
IT investments. In his 22 years of IT stint, he has assisted
corporates across the globe in defining and realizing their A visionary and having an eye for details, he is very well
digital transformation journey by driving implementation known in the e-Governance power circle as a dependable
of innumerable IT solutions – spanning from Business IT expert who is always finding innovative solutions to
Process Automation to Customer experience as well as a given challenge. He is personally inclined towards
business intelligence & analytics solutions. rendering his services to the uplifting and modernization
of education institutes
Being PMP himself, he advocates good governance and
adheres to project management principles and spearheads His policy of going extra mile translates into association of
company’s PMO processes and as the AVP of PMI ’s a long term relationship, making him one of the most well
Ahmedabad Branch (PMI Mumbai Chapter) – he looks after received businessman locally among varied crossection
spreading knowledge and awareness of project management of the community across the State of Gujarat, India.
practices in Gujarat region.
He is Vice Chairman Gujarat Innovation Society (GIS)
Helping the less privileged is a subject close to his heart and Director on Board of Gujarat Electronic & Software
and he leads companies community oriented activities. Industry Association. He is associated with National and
He has been recognized by Yuva Unstoppable as “Youth State level industry bodies like NASCOM, CII, FICCI, TiE &
Icon” for his continuous support and guidance. Gujarat Chamber of Commerce.
Board of
Mr. Jaimin Shah has 20+ years of experience in the IT industry Mr. Vishal Vasu leads the company’s Technology and
and carries a Bachelor Degree in Computers. He is focused Innovation ecosystem. He is responsible for managing
on strengthening strategic partnerships, increasing client DEV IT’s innovation portfolio and creating new growth
relevance and evolving the company’s business model towards drivers for the company. In addition to planning and
becoming a next generation global IT consulting and end to executing DEV IT’s technology roadmap and strategy,
end IT Services company. His key priorities are to support Vishal has responsibility for driving innovation through
the company’s growth, manage critical finance function and Research & Development activities in DEVLabs and
adhere to regulatory and compliance requirements. leveraging emerging technologies to bring the newest
innovations to clients globally. He provides technical
Jaimin has been awarded “Alumni of the Year” by direction across the company in areas of managed
Dharamsinh Desai University (DDU) and also has services, architecture designs, software technology, and
been elected as Chairman of Domestic Council of cybersecurity thus supporting project development that
NASSCOM, Past Chairperson of Indo-Canada Business fuels business growth. Along with this, he is also leading
Chamber (ICBC), Gujarat Region, Past Chairman of the Information Technology function for DEV IT, including
Indo-American Chamber of Commerce (IACC), Gujarat its infrastructure, systems, processes, and security.
Region, Member of the NASSCOM National Executive
Committee and The Institutions of Engineers (I), Vishal brings with him extensive systems engineering,
Gujarat Local Centre. He is Past President of Gujarat software development and information management
Electronics & Software Industries Association (GESIA). expertise from over two decades of experience. He is a
He is also trustee of Dewang Mehta Foundation Trust. certified technology specialist on Microsoft platforms,
He has been recently awarded as Outstanding IT Entrepreneur a certified Cybersecurity Expert and carries a diploma of
of the Year by Ahmedabad Management Association. Management in e-Business.
Dr. V V Rama Subba Rao is retired IAS Officer. He has spent over 36 years in the Indian Administrative Service, 27
of them in Gujarat. He served the state government in various senior positions as Secretary, Social Welfare, and as
Additional Chief Secretary Urban Development, Finance departments and lastly the Home Department.
Hiren K. Patel
MD, Nirma Ltd.
Hiren Patel is Managing Director of Nirma Ltd. His strategic leadership and business acumen helped Nirma surge as
a conglomerate, with US$ 1.5 billion revenue in global arena. With farsighted vision, he plays the key role in overall
functioning of the company, with hands-on role for the upcoming projects, procurement and strategic investment
deals for inorganic growth.
Anand A. Patel
Director, Gujarat Apollo Ind. Ltd.
Rama Moondra
Premium Educator, Harvard Business Publishing
Rama Moondra holds a degree of Master in Business Administration and M.S. in Psychotherapy. She is a certified
Coach from International Coach Federation and listed as Premium Educator with Harvard Business Publishing, she
regularly contributes to Harvard case studies and surveys.
Krisa Rupalkumar
Patel
Integrity
Collaboration
Innovation
Respect
13
Believe
our
Philosophy
What we follow
People First;
Business Always
15
commit
awards Our dedication paid off
ISODA Award for Innovative Best ICT Managed Service 5 Most Promising IT
Strategy Achiever 2018 Provider by GESIA 2016 Infrastructure Companies
ISODA GESIA IT Association SiliconIndia
17
Innovate
Fostering !nnovation by creative thinking
Mixed Reality
Transforming your world and work through mixed reality
Touch Computing
Experience the future of touch computing
19
Expand
nearshore
support
centerA way to advanced global delivery model
21
Accelerate
Accelerating innovation
Corporate Innovation
We support enterprises to accelerate the pace at which they solve
critical business problems by bridging the gap between large
Corporates/SMEs/Startups and talented Innovators
Hackathon-as-a-Solution
Hackathon-as-a-Solution, is a trademark service of Dev Accelerator LLP (DevX) .
Our team of experts has in-depth understanding and experience
of conceptualizing and executing successful Hackathons across the nation.
23
letter to shareholders
Dear DEV IT Family, driving events as well activities that DEV IT was
involved into in FY16-17. The same underlying current
Greetings
Dev on behalf
Information of Team
Technology Ltd.DEV IT Report 2017-18
Annual of interesting happenings and dynamism continued
for DEV IT during FY 17-18 too. The incredible thrust
While we celebrated 20th anniversary in December of positivity among the entire community of Team DEV
2017, we are also turning One! What I am citing is the IT was received when we went public in April 2017.
fact that DEV IT as public listed company turned One. Especially the crescendo of positive business thrust
In that sense, DEV IT is as aggressive and fresh as a that we experienced during Bell Ringing Ceremony
Start-up. Therefore, the environment that DEV IT has on April 17,2017 with subsequent acceptance of the
imbibed is of letting new ideas, plans and strategies market kept the fantastic sentiment of positivity alive
flow unbounded from all the ranks of Team DEV IT so in all the business achievements the company during
that, as far as possible, nothing worthy is missed out the entire FY 17-18.
by our internal research team DEV LABS. Thanks to this
approach, in fact our vision of making it a concurrent The jewel in the crown was our efforts to come up with
and thriving company is alive and the same is evident by Start-up incubator, accelerator and Co Working place
palpable effervescence flowing all across the company. – DEV X, with its state of the art set-up has turned into
superb success story and has created great buzz in
While referring to my message in last year Annual the market. In fact, entire IT Market dynamics across
Report, I would like to state that the Year FY 17-18 the country started looking at Gujarat with renewed
inherited many interesting, exciting and business interest with this facility under the mentorship of DEV
IT. The said facilities include provision of co working “dataism” and “techno humanism” as stated by Futurist
space and accelerator program, thereby reducing Yuval Noah Harari. The clients are aligned right from
operations and capital cost of a business and availing the word ‘Go’, with holistic evaluation, before we carry
mentorship. Such value added approach has proved to out the implementation. Hence, in true sense we try
be outright win-win situation proposition for both the our utmost to adhere with the meaning of “partners
sides i.e. Start-ups as well as DEV X-DEV IT combination. in progress”, which is also a key behind year-on-year
business relationship growth with our clients.
The classic IT Service portfolio advocated by DEV IT, since
last few years, continued its good run of year on year Our philosophy – “People First; Business Always” is at
growth in domestic as well as international market in FY heart of every interaction as well as actions that Team
17-18. Further, inclusion of new service lines - Business DEV IT carries out. This motto fosters sense of ownership
Intelligence (BI), Mobility, CRM, Cloud Services, Cyber as well as diligence and dedication to take the company
Security; has helped addressing International Markets. towards positive “Heights of Next” and together, we
At the same time, our strategy of replicating e-Gov have been able to achieve and win many accolades as
Solutions in newer geography within India and Smart well as awards from the industry in FY 17-18.
City Bespoke solutions also found very promising and
growth oriented traction for DEV IT. All the positives cited above has realised for company
noteworthy performance again for the year FY 17-18
Inclusion of the said new service lines was powered with turnover clocking at Rs. 67.32 crore and year-on-
by DEV IT’s belief rhyming with Mr Stephen Hawking’s year growth of 18.39 %.
thought that “Intelligence is the ability to adapt to
change”. In fact, Business Intelligence practise is Hence, on behalf of the company, I am very Thankful
opening out very exciting International and domestic to all the Personnel of DEV IT, our ever vigilant
business growth avenues for DEV IT in zones of Machine Independent Directors for their mentorship and value
Learning, Artificial Intelligence and Internet of Things. added inputs towards management aspects, our
The said service lines will surely be the game changer Business Patrons and Clients, Business Colleagues and
in coming few years and hence, as these disruptive Associates, Family elders and Friends for bestowing all
technologies based service line era unveils at a very the support and encouragement leading us towards
fast pace, DEV IT has already geared up its capacity the Business Growth.
building to ensure readiness. This is clearly reflected in
NASSCOM’s list of top ten early adopters of Future Skills A Big and very special thanks as well as
programme, where DEV IT is proud to hold a position. acknowledgements to DEV IT Shareholder family for
having belief in our business acumen, strategy, strength
Such disruption in technology also spells out and plans which has secured DEV IT an image of very
responsibility of technology service providers to be aspiring and faith laden publicly traded company. We
at forefront in terms of taking care of the fact that sincerely believe and welcome value added inputs
technology should never surmount the humane from the shareholder family which can translate into a
angle. Hence, Nature as well as Humanity should be positive proposition for Team DEV IT.
paramount while we as technology service provider
participate in creation and research of new technology It gives me immense pleasure, in the above stated
frontiers. Team DEV IT is extremely dedicated and backdrop, to place before you the 21st Annual Report
aware on this aspect while rhyming the thoughts of for the Financial Year 2017-18.
Last but not the least, please allow me to convey vote of support, faith and trust in the company governance
thanks to all the Directors, Key Managerial Personnel, which I am sure will continue to be there in the times
shareholders, customers, bankers, financial advisors to come.
and auditors and “DEV ITians” for their continued
NOTICE
Notice is hereby given that the 21ST ANNUAL GENERAL MEETING OF DEV INFORMATION TECHNOLOGY
LIMITED will be held on Saturday, 29th September, 2018 at 4:00 P.M. at Block-12 Aaryans Corporate Park,
Nr. Shilaj Railway Crossing, Thaltej, Ahmedabad-380059, Gujarat, India, to transact the following business:
ORDINARY BUSINESS:-
1. Adoption of the Financial Statements:
To consider and adopt the Standalone and Consolidated Financial Statements as at 31st March, 2018
including the Audited Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss for the
year ended on that date and reports of the Board of Directors and Auditors thereon.
2. Declaration of dividend:
To declare dividend on equity shares at the rate of 5% i.e. Rs.0.50/- per share on Equity Shares of the
Company for the Financial Year ended 31st March, 2018.
To re-appoint a Director in place of Mr. Pranav N. Pandya (DIN: 00021744), who retires by rotation and
being eligible offers himself for re-appointment.
“RESOLVED THAT pursuant to the amendment to the section 139 of the Companies Act, 2013, effective
from 7th May,2018, the consent of the members of the Company be and is hereby accorded to delete
the requirement, seeking ratification of appointment of Statutory Auditors (M/s. Chandulal M. Shah &
Co.) at every Annual General Meeting, from the resolution passed at the shareholders meeting held on
September 30th, 2016.”
SPECIAL BUSINESS :-
5. To extend the approval of Dev Information Technology Employee Stock Option Plan — 2018 (‘ESOP
2018’ or ‘Plan’)
To consider and if thought fit, to pass the following resolution as an Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 42, 62 (1) (b) of the Companies Act, 2013 (the
"Act") and the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions,
if any, of the Act, including any statutory modification(s) or re-enactment thereof for the time being in
force and in accordance with the provisions of the Memorandum and Articles of Association of the
Company and the provisions of the Securities and Exchange Board of India ("SEBI") (Share Based
Employee Benefits) Regulations, 2014, ("SBEB Regulations") (including any statutory modification(s)or
re-enactment thereof, for the time being in force) and in accordance with circulars / guidelines issued
by SEBI, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), and other applicable laws, rules and regulations, Circulars / guidelines for the time being
in force and subject to any such other consents, permissions, sanctions and approvals of any authorities
as may be required, and subject to any such condition(s) or modification(s), if any, as may be prescribed
or imposed by such authorities while granting such approval(s), and subject to acceptance of such
condition(s) or modification(s) by the Board of Directors of the Company (hereinafter referred to as
"the Board", which term shall be deemed to include any Committee including the Nomination and
Remuneration Committee (‘Compensation Committee’) which the board has constituted to exercise
its powers including the powers conferred by the resolution), the consent of the Members be and is
hereby accorded to the Compensation Committee to extend the benefits of ESOP 2018 proposed, to
such persons who are in the permanent employment of the holding/subsidiary company(ies) of the
Company, (whether now or hereafter existing, whether incorporated in India or overseas as may be
from time to time be allowed under the prevailing laws, rules and regulations and / or any amendments
thereto from time to time), (hereinafter referred to as "Holding / Subsidiary Companies"), whether
working in India or out of India and to the directors of the Holding/Subsidiary Companies, whether
whole time or not, and to such other persons as may from time to time be allowed, under prevailing
laws, rules and regulations, and/or amendments thereto from time to time, on such terms and
conditions as may be decided by the Compensation Committee, and selected on the basis of criteria
prescribed by the Compensation Committee, hereinafter referred to as "Holding / Subsidiary
Companies Employees" at such price or prices in one or more tranches and on such terms and
conditions, as may be fixed or determined by the Compensation Committee in accordance with the
ESOP 2018.
RESOLVED FURTHER THAT for the purpose of creating, offering, issuing, allotting and listing of the
Securities, the Board/ Compensation Committee be authorized on behalf of the Company to make any
modifications, changes, variations, alterations or revisions in the ESOP 2018 from time to time or to
suspend, withdraw, or revive ESOP 2018 from time to time, provided such variations, modifications,
alterations or revisions are not detrimental to the interests of the Employees.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Compensation Committee
be authorized to determine terms and conditions of issue of the Securities and do all such acts, deeds,
mattersTechnology
Dev Information and things as
Ltd.it Annual
may, in Report
its absolute discretion, deem necessary for such purpose and with power
2017-18
on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without
requiring to secure any further consent or approval of the Members of the Company."
Registered Office:
Dev Information Technology Limted,
14, Aaryans Corporate Park,
Nr. Shilaj Railway Crossing,
Thaltej, Ahmedabad-380059,
Gujarat, India.
CIN: L30000GJ1997PLC033479
Tel. No. +91-79-26304241/ 26305751
Website: www.devitpl.com
Email: [email protected]
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 21ST ANNUAL GENERAL MEETING (“AGM” or
“MEETING”)OF THE COMPANY IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL
INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A proxy form is attached with the said notice. The proxy form duly completed and signed, should be
lodged with the Company, at its registered office at least 48 hours before the time of the Meeting.
Pursuant to provision of Section 105 of the Companies Act, 2013, a person can act as a proxy on
behalf of Members not exceeding 50 (fifty) and holding in the aggregate not more than 10 (ten)
percent of the total share capital of the company carrying voting rights. A Member holding more than
ten percent of the total share capital of the Company carrying voting rights may appoint a single
person as proxy and such person shall not act as a proxy for any other person or Members.
2. Corporate Members intending to send their authorised representatives to attend the Meeting are
requested to send to the Company a certified copy of the Board Resolution authorizing their
representative to attend and vote on their behalf at the Meeting.
3. The Explanatory Statement pursuant to sub -section (1) of section 102 of the Companies Act, 2013 in
respect of Special Business is annexed under Annexure-I hereto and forms part of this Notice.
4. A Statement giving the relevant details of the Directors seeking re-appointment under Item No. 3 of
the accompanying Notice as required under regulation 36(3) of SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015, is annexed under Annexure-I herewith.
5. In case of joint holders attending the Meeting, only such Joint holder who is high in the order of
names will entitled to vote.
6. The record date for the purpose of determining the eligibility of the Members to attend the 21st
Annual General Meeting of the Company and for the dividend is 21st September, 2018.
7. Members, Proxies and Authorised Representatives are requested to bring to the meeting, the
Attendance Slip enclosed herewith, duly completed and signed, mentioning therein details of their
DP ID and Client ID.
8. Member / proxy holder shall hand over the attendance slip, duly filled in all respect, at the entrance
for attending the Meeting along with a valid identity proof such as the PAN card, passport, AADHAR
Card or driving license.
Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends by
registering their bank account details with the Company. For further information, you are requested
to approach the Registrar and Share Transfer Agent of the Company. Members holding shares in
dematerialized form are requested to intimate all changes pertaining to their bank details such as
bank account number, name of the bank and branch details, MICR code and IFSC code, mandates,
nominations, power of attorney, change of address, change of name, e-mail address, contact
numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be
automatically reflected in the Company's records which will help the Company and the Company's
Registrars and Transfer Agents, Link Intime India Pvt. Ltd. to provide efficient and better services.
9. Members seeking any information or clarification on the accounts are requested to send written
queries to the Company, atleast 10 days before the date of the Meeting to enable the management
to keep the required information available at the Meeting.
10. The Notice of the AGM along with the 21st Annual Report is being sent by electronic mode to those
Members whose e-mail addresses are registered with the Company Depositories, unless any Member
has requested for a physical copy of the same. For Members who have not registered their e-mail
addresses, physical copies are being sent by the permitted mode. Members may note that this Notice
and the 21st Annual Report will also be available on the Company's website viz. www.devitpl.com.
11. To support the 'Green Initiative', Members who have not registered their e-mail addresses are
requested to register the same with DPs / Link Intime India Pvt. Ltd.
12. Share holders are requested to bring their copy of the Annual Report to the meeting as the practice
of handling out copies of the Annual Report at the Annual General Meeting has been discontinued in
view of the high cost of paper and printing.
13. Company is exempted from conducting E – Voting vide Rule 20(2) of Companies (Management &
Administration) Amendment Rule, 2015. So voting will be conducted by means of show of hands at
the Annual General Meeting.
14. The resolutions shall be deemed to have been passed on the date of the Annual General Meeting,
subject to the same being passed with requisite majority.
Dev Information
15. TheTechnology
route mapLtd. Annual
showing Report 2017-18
directions to reach the venue of the 21st Annual General Meeting is annexed.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND
REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
Details of the Directors seeking re-appointment at the forth coming Annual General Meeting
DIN 00021744
The Board recommends the resolution at Item No. 3 of the Notice, for appointment of Mr. Pranav Pandya
as an Executive Director, for your approval, as an Ordinary Resolution.
None of the Directors or Key Managerial Personnel (KMP) of the Company or their relatives except the
director who is being re-appointed, are in any way concerned or interested in the said resolution.
The shareholders had, at 19th Annual General Meeting (AGM) of the Company held on 30th September,
2016, appointed M/s. Chandulal M. Shah & Co., Chartered Accountants (FRN: 101698W) as Statutory
Auditors of the Company, to hold office from conclusion of 19th AGM of the Company till the conclusion
of 23rd AGM, subject to ratification of such appointment by the shareholders at every AGM.
Pursuant to amendment of section 139 of the Companies Act, 2013 effective from 7 th May, 2018, the
requirement related to ratification of appointment of Statutory Auditors by the members of the Company
at every AGM was omitted.
In view of the above, it is proposed to delete the requirement of seeking ratification of appointment of
Statutory Auditors at every AGM from resolution passed at the shareholders meeting held on September
30, 2016.
Dev Information Technology Ltd. Annual Report 2017-18
The Board recommends the resolution at Item No. 4 of the Notice, for deleting the requirement of seeking
ratification of appointment of Statutory Auditors at every AGM, for your approval, as an Ordinary
Resolution.
None of the Directors or Key Managerial Personnel (KMP) of the Company or their relatives are in any way
concerned or interested in the said resolution.
The Board of Directors on Monday, March 05, 2018 , subject to approval of the shareholders in a General
Meeting, has approved the Dev Information Technology Limited Employee Stock Option Plan – 2018
(“ESOP 2018” or “Plan”) to create a sense of ownership within the organization, encourage employees to
continue contributing to the success and growth of the organization, attract, retain and motivate
employees, encourage and incentivize eligible employees to align their performance with Company
objectives and reward them with proportionate ownership in proportion to their contribution.
Share based compensation is considered to be an integral part of employee compensation across sectors
which enables alignment of personal goals of the employees with organisational objectives by
participating in the ownership of the Company through share based compensation schemes / plans. The
Company believes in rewarding its employees and Directors of the Company including Permanent
Employees, Directors whether whole time or not, but excluding Promoters, members of the Promoter
Group; Independent Directors and Directors holding directly or indirectly more than 10% of the
outstanding Equity Shares of the Company and that of its existing and future Subsidiary Company(ies)
whether in or outside India (“Eligible Persons”) as may be decided by the Compensation Committee from
time to time in due compliance with Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 and Companies Act, 2013 and rules made thereunder and in compliance with
other applicable rules and regulations. By this, the Company will have a new Plan for rewarding the Eligible
Employees for their continuous hard work, dedication and support.
The Company intends to implement ESOP 2018 directly through their existing Nomination and
Remuneration Committee (“Compensation Committee”).
Pursuant to provisions of Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (“SEBI SBEB Regulations”), the Company seeks members’ approval for grant of
employee stock options under the Plan (“Options”) to the Eligible Employees/ Directors of the Company
and those of its Subsidiary Company(s) as decided by the Compensation Committee from time to time in
due compliance of the SEBI SBEB Regulations.
The proposed Plan called the Dev Information Technology Limited Employee Stock Option Plan 2018
(“ESOP 2018” or “Plan”) is intended to reward the Eligible Employees of the Company, its Subsidiary
and/or Holding Companies in India and abroad, if any, for their performance and to motivate them to
contribute to the growth and profitability of the Company. The Company also intends to use this
Scheme to retain talent in the organization as it views Employee Stock Options as instruments that
would enable the Employees also to benefit directly from the value they create for the Company and
align individual objectives of employees with objectives of the Company in the years to come.
The Plan shall be implemented and administered by the Compensation Committee of the Company in
compliance with the Companies Act and other applicable rules and regulations.
The number of options that would be available for grant to the eligible employees of the Company
and eligible employees of the Subsidiary Company(s) and/or Holding Company(s), if any, under ESOP
2018, in one or more tranches will not more than 5 (five) % of the aggregate number of issued and
outstanding equity shares of the Company fully paid-up Shares. Each option would carry a right to
apply for 1 (One) Equity Share in the Company of face value of Rs 10/- each, fully paid-up.
The SEBI SBEB Regulations require that in case of any corporate action(s) such as rights issues, bonus
issues, merger and sale of division, and others, a fair and reasonable adjustment needs to be made to
the Options granted. Accordingly, if any additional Equity Shares are required to be issued pursuant
to any corporate action, the above ceiling of Equity Shares shall be deemed to increase in proportion
of such additional Equity Shares issued subject to compliance of the SEBI SBEB Regulations.
Vested Options lapsed due to non-exercise and/ or unvested Options that get cancelled due to
resignation/ termination of the employees or otherwise, would be available for being re-granted at a
future date. The Compensation Committee is authorized to re-grant such lapsed / cancelled Options
as per the provisions of ESOP 2018, within overall ceiling.
i. A permanent employee of the Company, who has been, working in India or out of India; and
ii. The Directors of the Company whether whole-time or not but excluding Independent Directors;
iii. An Employee as defined in clause (i) or (ii) of a subsidiary, in India or outside India, or of a holding
company of the Company.
It excludes:
i. An employee who is a promoter or a person belonging to the promoter group; or
ii. A director who either himself or through his relative or through any body corporate, directly or
indirectly, holds more than 10% of the outstanding equity shares of the Company.
The Options granted shall vest so long as an employee continues to be in the employment of the
Company or the Holding/Subsidiary Company as the case may be subject to minimum vesting period
of 12 (Twelve) months from the date of grant. The Compensation Committee may in consultation with
theTechnology
Dev Information Board and/or
Ltd.at its discretion,
Annual lay down certain performance parameters and it shall have the
Report 2017-18
power to prescribe and determine a graded Vesting mechanism based on different levels of
achievement of the performance parameters.
Following table shall be applicable in case of various scenarios (during employment) for vesting and
exercising:
Resignation /
Exercisable Within 30 days of the
Termination w/o Lapse
date of resignation/ termination
Cause
Exercisable Within 12 months of the
Permanent Exercisable Within 12 months of the
date of permanent total
Incapacity date of permanent total disablement
disablement
Transfer to
Exercisable During Exercise Period Lapse
Subsidiary
Termination –
Expires & stand terminated Expires & stand terminated
misconduct
Termination due
to any other Compensation Committee shall have right to decide
Reasons
Though the Plan do not envisage any restriction on the maximum period within which the Options
shall be Vested, the Options shall vest as long as an employee continues to be in the employment of
the Company and as per the performance basis laid down by the Compensation Committee, subject
to minimum vesting period of 12 (Twelve) months from the date of grant.
The Exercise price per Options shall be determined by the Compensation Committee, from time to
time in line with the SEBI SBEB Regulations, Companies Act and any other applicable guidelines which
shall not be lower than the face value of the shares, which shall be mentioned in the Letter of Offer.
The vested Options shall be allowed for exercise on and from the date of vesting. The Exercise Period
of Vested Options shall not exceed 45 (forty-five) days from the date of vesting of the Options.
In order to Exercise, the Vested Options, an Optionee shall serve a prior written notice of 7 (seven)
days in the prescribed form, attached to this Plan (“Exercise Notice”) to the Compensation Committee
or its authorized representative specifying the intention to Exercise the Vested Options and the
number of Options the Optionee wishes to Exercise.
ESOP 2018 does not have any lock-in period and hence this shall not be applicable
The Compensation Committee reserves the right to offer Options to Eligible Employee(s) subject to
the appraisal process. The appraisal process for determining the Employees to whom the Option shall
be granted/offered will be specified by the Compensation Committee, and will be based on criteria
such as the seniority of the Employee, length of service, performance record, merit of the Employee,
future potential contribution by the Employee and/ or any such other criteria that may be determined
by the Compensation Committee at its sole discretion.
The maximum number of Options to be granted per Employee and in aggregate shall not exceed 5%
(Five) of the issued capital of the company (excluding outstanding warrants and conversions) at the
time of grant of options, except with the separate approval of the members of the Company, accorded
in a general meeting.
However, the number of Stock Options that may be granted to identified Employees, during any one
year, under the Plan shall not equal to or exceed 1% of the total issued Equity Share Capital in a
financial year (excluding outstanding warrants and conversions) of the Company as at the time of
grant of options except prior approval from shareholders by way of separate resolution in the general
meeting.
11. Whether ESOP 2018 is to be implemented and administered directly by the Company or through a
trust:
ESOP 2018 will be implemented directly by the Company under the guidance of the Compensation
Committee of the Board.
12. Whether ESOP 2018 involves new issue of shares by the Company or secondary acquisition by the
trust or both:
ESOP 2018 shall involve only new issue of shares by the Company.
13. TheTechnology
Dev Information amount ofLtd.loanAnnual
to be Report
provided for implementation of ESOP 2018 by the company to the trust,
2017-18
its tenure, utilization, repayment terms, etc.:
ESOP 2018 does not envisage any loan since this is a scheme directly implemented by the Company.
14. Maximum percentage of secondary acquisition (subject to limits specified under the regulations)
that can be made by the trust for the purposes of the ESOP 2018:
ESOP 2018 does not envisage any secondary acquisition and hence this shall not be applicable to the
ESOP 2018.
15. A Statement to the effect that the company shall conform to the accounting policies specified in
regulation 15:
The Company shall comply to the requirements of the ‘Guidance Note on Accounting for Employee
Share Based Payments’ or Accounting Standards as may be prescribed by the Institute of Chartered
Accountants of India (“ICAI”) from time to time, including the disclosure requirements prescribed
therein. Where the existing Guidance Note or Accounting Standard do not prescribe accounting
treatment or disclosure requirements, ESOP 2018 shall be governed by SEBI (SBEB) Regulations, as
amended from time to time.
The Board of Directors shall at each annual general meeting place before the shareholders a certificate
from the auditors of the Company that the Plan has been implemented in accordance with the
prescribed regulations and in accordance with the resolution of the Company in the general meeting.
16. The method which the company shall use to value its options:
To calculate the employee compensation cost, the Company shall use the Intrinsic Value Method or
Fair Value Method as per applicable Accounting Standards and other regulatory provisions for
valuation of Stock Based Instruments granted. If Intrinsic Value Method is used the difference
between the employee compensation cost so computed and the employee compensation cost that
shall have been recognized if it had used the fair value of the Stock Based Instruments and the impact
of this difference on profits and on Earnings Per Share (EPS) of the Company shall also be disclosed in
the Board’s report.
The Compensation Committee shall have a right to amend, alter or terminate the ESOP 2018
(“Variation”) at any time, in accordance with the regulations and guidelines as prescribed by the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 or
regulations that may be issued by any appropriate authority from time to time, unless such variation,
modification or alteration is detrimental to the interest of the Optionees.
None of the Directors and Key Managerial Personnel of the Company including their relatives are
interested or concerned in the abovementioned resolution , except to the extent of their shareholding
entitlements, if any, under the ESOP Scheme.
Our Directors recommend the abovementioned resolution of the notice for adoption by the
shareholders as Special Resolution.
DIRECTORS’ REPORT
To
The Members,
DEV INFORMATION TECHNOLOGY LIMITED
Your directors are pleased to present the 21st Annual Report of your company together with the
Audited Statement of Accounts and the Auditor’s Report of your company for the financial year ended,
31st March, 2018. The summarized financial results for the year ended on 31st March, 2018 is as under:
1. HIGHLIGHTS:
Listed on Stock Exchange: The Company has achieved a remarkable landmark milestone by getting
itself Listed on the SME platform of National Stock Exchange i.e. NSE emerged. The Company came up
with an IPO of Equity Shares of Rs 10 each at a premium of Rs 32 in the captioned Financial Year. The
Company’s shares got listed on NSE platform on 17/04/2017. The company received and
overwhelming response from investors and the result of which the issue was oversubscribed by 75
times.
Revision in Lot Size: The Lot Size of the Company’s shares was revised from 3000 shares to 1500 shares
by National Stock Exchange i.e. NSE emerged vide circular Ref. No: 18/2018 dated March 08, 2018.
Dev Accelerator: Dev Information Technology Ltd. through its subsidiary company i.e. Dev Accelerator
LLP (DevX), has setup a massive Accelerator Center for startups, making it a one-stop solution for
entrepreneurs to conceive, develop, test and commercially rollout their ideas. The accelerator is
having co-working space of about 40,000 square feet at single location with seating capacity for over
700 people. This will be Gujarat largest accelerator. It has focused on Artificial Intelligence (AI),
Internet of Things (IOT), Augmented Reality (AR), Virtual Reality (VR) and Financial technology areas.
Achievements : Dev Information Technology Ltd. has been awarded with Premier 100 award by
Channel World, Top 100 SME's of INDIA by India SME Forum, Achiever Order-of-Merit Award by SKOCH
group, Award for Business Excellence by ISODA in 2017-18.
2. FINANCIAL RESULTS:
The working results of the company for the year ended are as follows:
Standalone Consolidated
Particulars
2017-18 2016-17 2017-18 2016-17
Net Total Income 67,32,85,173 56,86,22,353 69,94,36,704 64,42,55,688
Less: Operation and Admin
58,99,79,713 50,23,66,491 65,95,65,600 57,58,79,500
Expenses
Profit before depreciation and
8,33,05,460 6,62,55,862 3,98,71,104 6,83,76,188
Taxes
Less: Depreciation 1,74,99,339 75,01,438 1,74,99,417 75,01,438
Add: Extraordinary/ Exceptional
0 0 0 0
Items
Profit before interest and
6,58,06,126 5,87,54,424 2,23,71,687 6,08,74,750
tax(PBIT)
Less: Interest 1,63,12,229 1,53,98,728 1,68,69,689 1,62,58,806
Profit before Tax (PBT) 4,94,93,897 4,33,55,696 5,50,19,998 4,46,15,945
Less: Taxes (including deferred
1,50,02,120 1,43,51,268 1,53,89,894 1,47,54,208
tax and fringe benefit tax)
Profit after Tax (PAT) 3,44,91,778 2,90,04,428 3,96,30,104 2,98,61,737
Balance brought forward from
0 0 0 0
previous period
Less: Adjustment of opening
liability in respect of employees
0 0 0 0
benefits in accordance with AS-
15
Net profit carried to Balance
3,44,91,778 2,90,04,428 3,96,30,104 2,98,61,737
Sheet
The audited consolidated financial statement of your company as on 31st March, 2018 prepared in
accordance with the Generally Accepted Accounting Principles in India, relevant applicable regulation
33 of SEBI (LODR) Regulation 2015 and provision of Companies Act, 2013 Forms part of this Annual
report.
The Key Aspect of your company consolidated financial performance during the financial year 2017-
18 are as follows:
Operational Highlights: The consolidated revenue of the company from Sales is Rs. 69,94,36,703/-as
compared to Rs. 64,42,55,688 /- in the previous year.
Financial highlights: The consolidated profit of the company is Rs. 3,96,30,104/- as compared to Rs.
2,98,61,737/- in the previous year.
Operational Highlights: The standalone revenue of the company from Sales is Rs. 67,32,85,173/- as
compared to Rs. 56,86,22,353/- in the previous year.
Financial highlights: The standalone profit of the company is Rs. 3,44,91,778/- as compared to Rs.
2,90,04,428/- in the previous year.
The Authorised Share Capital of the Company as on March 31, 2018 was Rs 6,00,00,000/- (Rupees six
crore) divided into 60,00,000 (Sixty lakhs) equity shares of Rs 10 each.
During the Year under review, the company has completed the Initial Public Offer (Ipo) and raised a
total capital of Rs. 624.96 Lakhs Comprising of 14,88,000 Equity Shares at an issue price of Rs. 42/- per
Equity share, including Rs. 32/- towards Security premium.
Due to IPO The Paid-up Share Capital of the company is increased from 4,03,25,000 (Rupees Four Crore
Three Lacs Twenty-Five Thousand only) divided into 40,32,500 (Fourty Lacs Thirty Two Thousand Five
Hundred) equity shares of Rs. 10/- each to Rs 5,52,05,000 (Rupees Five Crore Fifty-Two Lacs Five
Thousand only) divided into 55,20,500 (Fifty-Five Lacs Twenty Thousand Five Hundred) equity shares
of Rs 10/- each.
The Equity shares of the company were listed on NSE- Emerge Platform and were permitted to trade
with effect from April 17, 2017.
Dev Information Technology Ltd. Annual Report 2017-18
5. USE OF PROCEEDS:
The proceeds raised from the Initial Public Offer (IPO) of the Company are fully utilized as per the
Objects of Issue stated in the Company’s Prospectus dated March 24, 2017 .
6. DIVIDEND:
Your Director have recommended final dividend @5% (i.e. Rs. 0.50 per equity shares) of Rs. 10/-
each on the equity shares out of the profit of the company for the financial year 2017-18. The said
dividend, if approved by the shareholders, would involve a cash outflow of Rs. 33,22,236.90/-
including Tax there on.
7. DEPOSIT:
During the year under review your company has not accepted any deposits pursuant to the provisions
of Section 73 to 76 of the Companies Act, 2013.
There is no significant change made in the nature of the company during the financial year.
Besides exsiting subsidiary of the company, the company has incorporated a new subsidiary with 52%
contribution in “M/s. Dev Accelerator LLP”. The board reviews the affairs of the Company’s Subsidiary
at regular intervals. In accordance with Section 129(3) of the Companies Act, 2013, the Company has
prepared Consolidated Financial Statements of the Company which form part of this Annual Report.
None of the companies have ceased to be subsidiaries, joint ventures or associate companies.
A report on the performance and financial position of our subsidiary companies as per the Companies
Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence
not repeated here for the sake of brevity. The brief details of the activities carried our Subsidiary
Companies is provided below.
Dev Info-Tech North America Ltd, (Dev Info-Tech), Canada is a subsidiary company of Dev Information
Technology Ltd (DEV IT), India. Dev Info-Tech North America Ltd is a Global Nearshore Centre located in
Charlottetown, PEI. Our nearshore center will cater advancing our various Information Technology
services in addition to better quality services. Dev Info-Tech was incorporated to increase focus on
international markets as well as meet business demands from America and Europe. Started with two
people, the centre is expected to create local employment more than 10 people by the end of this year.
Dev Info-Tech delivers end-to-end IT services worldwide. Beginning from the advisory to execution
backed by expert applications and infrastructure management, we optimize our client’s IT into a
strategic asset. We aim at making our client’s digital transformation journey a wonderful experience.
Dev Info-Tech is committed to delivering technical support services while meeting client’s satisfaction.
It provides various information technology and consultancy services, including Enterprise Applications,
e-governance solutions, Microsoft Dynamics 365, ERP and CRM, Business Intelligence and Analytics,
Technical Support Services, IT Infrastructure Management services, Cloud Services, Custom
Application Development, Digital Marketing and Mobile Application Development.
A massive start-up in the form of Accelerator Center for Start-up companies was announced by DevIT
in the form of its subsidiary LLP. Dev Accelerator LLP was formed on 14 September, 2017 in which
DevIT is having 52% contribution. Dev Accelerator LLP, is a Gujarat based Corporate accelerator, and
has launched a State-of-the-art and dynamic looking 40,000 Sq. Ft. Co-working space, the biggest in
the state of Gujarat. It has established an office solution that is agile enough to support
entrepreneurs and gets them onboard right away. Dev Accelerator offers spacious and open
workstations, well crafted, state of art furniture, private cabins for bigger teams, meeting and
conference rooms or lounge and breakout zone.
Dev Accelerator foray into Co-working space and its not about venturing in the real-estate industry, It has
been set up to redefine the work culture among the Startups and SMEs of Gujarat. It strives to provide a
fostering environment to businesses and not just a desk. Dev Accelerator have created an innovative
framework for the rapid growth of Startups. It focuses on transformative and tumultuous ideas to
create solutions for our rapidly ever-changing technology-driven atmosphere. The hosted startups get the
most effective infrastructure facilities in the largest co-working space floated by Dev Accelerator in Gujarat. It
has built a platform for startups to communicate their vision to a plethora of industry experts. By
providing quality support and environment, Dev Accelerator makes sure that the selected startups
leave the nest stronger than ever.
Besides exsiting subsidiary of the company, the company has incorporated a new subsidiary with 52%
contribution in “M/s. Dev Accelerator LLP”. The board reviews the affairs of the Company’s Subsidiary
at regular intervals. In accordance with Section 129(3) of the Companies Act, 2013, the Company has
prepared Consolidated Financial Statements of the Company which form part of this Annual Report.
None of the companies have ceased to be subsidiaries, joint ventures or associate companies.
A report on the performance and financial position of our subsidiary companies as per the Companies
Act, 2013 in the prescribed Form AOC-1 is annexed to Consolidated Financial Statements and hence
not repeated here for the sake of brevity. The brief details of the activities carried our Subsidiary
Companies is provided below.
Dev Info-Tech North America Ltd, (Dev Info-Tech), Canada is a subsidiary company of Dev Information
Technology Ltd (DEV IT), India. Dev Info-Tech North America Ltd is a Global Nearshore Centre located in
Charlottetown, PEI. Our nearshore center will cater advancing our various Information Technology
services in addition to better quality services. Dev Info-Tech was incorporated to increase focus on
international markets as well as meet business demands from America and Europe. Started with two
people, the centre is expected to create local employment more than 10 people by the end of this year.
Dev Info-Tech delivers end-to-end IT services worldwide. Beginning from the advisory to execution
backed by expert applications and infrastructure management, we optimize our client’s IT into a
strategic asset. We aim at making our client’s digital transformation journey a wonderful experience.
Dev Info-Tech is committed to delivering technical support services while meeting client’s satisfaction.
It provides various information technology and consultancy services, including Enterprise Applications,
e-governance solutions, Microsoft Dynamics 365, ERP and CRM, Business Intelligence and Analytics,
Technical Support Services, IT Infrastructure Management services, Cloud Services, Custom
Application Development, Digital Marketing and Mobile Application Development.
A massive start-up in the form of Accelerator Center for Start-up companies was announced by DevIT
in the form of its subsidiary LLP. Dev Accelerator LLP was formed on 14 September, 2017 in which
DevIT is having 52% contribution. Dev Accelerator LLP, is a Gujarat based Corporate accelerator, and
has launched a State-of-the-art and dynamic looking 40,000 Sq. Ft. Co-working space, the biggest in
the state of Gujarat. It has established an office solution that is agile enough to support
entrepreneurs and gets them onboard right away. Dev Accelerator offers spacious and open
workstations, well crafted, state of art furniture, private cabins for bigger teams, meeting and
conference rooms or lounge and breakout zone.
Risk management is the identification, evaluation, and prioritization of risks followed by coordinated
and economical application of resources to minimize, monitor, and control the probability or impact
of unfortunate events or to maximize the realization of opportunities. Risk management’s objective is
to assure uncertainty does not deflect the endeavor from the business goals. An enterprise wide
approach to Risk Management is being adopted by the Company and key risks will now be managed
within a unitary framework. The Company has established a well-defined process of risk management,
wherein the identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the same takes
place in a structured manner. Though the various risks associated with the business cannot be
eliminated completely, all efforts are made to minimize the impact of such risks on the operations of
the Company. Necessary internal control systems are also put in place by the Company on various
activities across the board to ensure that business operations are directed towards attaining the stated
organizational objectives with optimum utilization of the resources.
All contracts/transactions entered into by the Company during the financial year with related parties
Dev Information Technology Ltd. Annual Report 2017-18
were in the ordinary course of business and on an arm’s length basis.
No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual
consolidated turnover as per the last audited financial statements, were entered during the year by
your Company. Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior
omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive
nature and entered in the ordinary course of business and are at arm’s length. All Related Party
Transactions are subjected to independent review by a reputed accounting firm to establish compliance
with the requirements of Related Party Transactions under the Act and SEBI LODR Regulations.
There are no significant and material orders passed by the Regulators/Courts which would impact the
going concern status of the Company and its future operations.
The directors have decided to retain the entire amount of Rs. 19.93 crore in the reserves & surplus.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of
the Company, Mr. Pranav N. Pandya, Executive Director (DIN: 00021744) of the company is
liable to retire by rotation in the fourth coming Annual General Meeting and being eligible,
seeks re-appointment.
2. Board Evaluation
In compliance with the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well as
the evaluation of the working of its various Committee. The manner in which the evaluation
has been carried out has been explained in the Corporate Governance Report.
The policy on nomination and remuneration of Directors, Key Managerial Personnel and other
employees has been formulated in terms of the provision of The Compnies act, 2013 and SEBI
(LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key
Managerial Personnel and employees of the Company and to harmonise the aspiration of
human resources consistent with the goals of the Company.
All the Independent Directors have confirmed that they meet the criteria of independence as
mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act.
During the year 05 meetings of the Board of Director’s were held. The intervening gap
between the meetings was within the period prescribed under the Companies Act, 2013.
2. Attendance of Directors at Board meetings held in the previous year are as follows:
No. of BoardMeeting
Directors Category
Held Attended
Promoter/Chairman and
Mr Pranav Niranjanbhai Pandya 05 05
Whole-time director
Promoter And Managing
Mr. Jaimin Jagdishbhai Shah 05 04
Director
Whole-time
Mr Vishal Nagendra Vasu 05 05
Director
Whole-time
Mr Prerak Pradyumna Shah 05 05
Director
Dev Information Technology Ltd. Annual Report 2017-18
Mr Venkata Rama Subba Rao Independent
05 03
Velamuri Director
Independent
Mr Hiren Karsanbhai Patel 05 01
Director
Independent
Mr Anand Anilbhai Patel 05 04
Director
Woman Independent
Ms. Rama Moondra 05 03
Director
The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the
Board of Directors) and Secretarial Standard 2 (relating to General meetings) during the year.
19. COMMITTEES:
There are three Committees constituted as per Companies Act, 2013 by the company:
1. Audit Committee:
Status in
Name of the Director Nature of Directorship
Committee
Mr Venkata Rama Subba Rao
Chairman Independent Non-Executive Director
Velamuri
Ms. Rama Moondra Member Independent Non-Executive Director
Mr. Hiren Karsanbhai Patel Member Independent Non-Executive Director
Mr. Paranv N. Pandya Member Whole-Time Director
Company Secretary Miss Krisa R Patel is the secretary of all the committees.
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as
“Annexure - A”. The annual return for the year 2017-18, of the company is also available at
www.devitpl.com.
To the best of their knowledge and belief and according to the information and explanation obtained
by them, your Directors make the following statements in terms of the Section 134(3)(c) of the
Companies Act, 2013:
1. That in the preparation of the annual financial statements for the year ended March31, 2018,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
3. That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the annual financial statements have been prepared on a going concern basis;
5. That proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;
6. That proper systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
22. AUDITORS:
1. Statutory Auditors
In the 19th Annual General Meeting held on 30th September, 2016 M/s Chandulal M. Shah &
Co., Chartered Accountants, Ahmedabad having FRN: 101698W was appointed as Statutory
Auditors of the Company until the Conclusion of the Annual General Meeting of the Company
Dev Information Technology Ltd. Annual Report 2017-18
for the year ended 31.03.2021, subject to ratification by the members at every Annual General
Meeting.
The Ministry of Corporate Affairs vide Companies Amendment Act, 2017 omitted the
requirement related to ractification of appointment of statutory auditors by members at
every AGM w.e.f. 7th May, 2018. Pursuant to the amendment, the Board hereby recommends
to the shareholders for their approval that the requirement of seeking ratification of
appointment of Statutory Auditors (M/s Chandulal M. Shah & Co.) at every Annual General
Meeting (referred in the resolution passed at the Shareholders meeting held on 29th
September, 2017), be deleted.
2. Auditors Report
The report of the Statutory Auditors along with Notes to Accounts is enclosed to this report.
The observations made in the Auditors Report are self-explanatory and therefore do not call
for any further comments.
3. Secretarial Auditor
In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Murtuza
Mandorwala & Associates, Practising Company Secretary, Ahmedabad have been appointed
as a Secretarial Auditors of the Company. The report of the Secretarial Auditor is enclosed as
“Annexure-B”.
4. Internal Auditor
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Nisarg
J. Shah & Co.,Chartered Accountants, Ahmedabad have been appointed as an Internal
Auditors of the Company for Financial Year 2017-2018. During the year, the Company
continued to implement his suggestions and recommendations to improve the control
environment. Their scope of works includes, Review of the accuracy and reliability of the
Corporation accounting records and financial reports, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths,
opportunities for cost saving and recommending company for improving cost efficiencies.
The statement containing particulars of employees as required under Section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. However, the Annual Report is
being sent to the members excluding the said annexure. In terms of Section 136 of the Act, the said
annexure is open for inspection at the Registered Office of your Company. Any member interested in
obtaining a copy of the same may write to the Company Secretary.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the
Statement annexed herewith as “Annexure-C”.
Management’s Discussion and Analysis Report for the year under review, is presented in a separate
section forming part of the Annual Report and is annexed herewith as “Annexure D”.
Your company provides utmost importance at best Governance Practices and are designated to act in
the best interest of its stakeholders. Better governance practices enables the company to introduce
more effective internal controls suitable to the changing nature of business operations, improve
performance and also provide an opportunity to increase stakeholders understanding of the key
activities and policies of the organisation.
Your Company has incorporated the appropriate standards for corporate governance. Pursuant to
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing
Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read
with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company
is giving report on corporate governance report in annual report of the company. Details regarding
Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate
Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
annexed herewith as “Annexure-E”.
A certificate from M/s Murtuza Mandorwala & Associates, Practising Company Secretary, Ahmedabad
confirming compliance to the conditions of Corporate Governance as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is annexed to Corporate Governance Report.
The Company has constituted an audit committee, therefore it is also mandatory for such Committee
to operate the vigil mechanism, and if any of the members of the committee have a conflict of interest
in a given case, they should rescue themselves and the others on the committee would deal with the
matter on hand, to whom other directors and employees may report their concerns. It provides
adequate safeguard against victimization of employees and directors who avail of the vigil mechanism
and also provide for direct access to the chairperson of the Audit committee or the director nominated
to play the role of audit committee, as the case may be, in exceptional cases. The existence of the
mechanism may be appropriately communicated within the organization. The detailed Whistle Blower
Policy/Vigil Mechanism available on below link:
https://www.devitpl.com/wp-content/uploads/Vigil-Mechanism-for-Directors-and-Employees.pdf
There was no case filled during the year, under the sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and
safe atmosphere for every women employee at the workplace and made the necessary policies for
staff and secure environment for women employee.
Being an
Dev Information equal opportunity
Technology Ltd. Annualemployer, the company will do its utmost to ensure that all of its
Report 2017-18
employees are treated fairly during the period of their employment irrespective of their race, religion,
sex (including pregnancy), colour, creed, age, national origin, physical or mental disability, citizenship
status, ancestry, marital status veteran status, political affiliation, or any other factor protected by law.
All decisions regarding employment will be taken based on merit and business needs only
Being a SME listed Company exemption has been provided to the Company from formulating of Code
of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors
has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management
Executive policy. As an organization your Company places a great importance in the way business is
conducted and the way each employee performs his/her duties. Your Company encourages
transparency in all its operations, responsibility for delivery of results, accountability for the outcomes
of our actions, participation in ethical business practices and being responsive to the needs of our
people and society. Towards this end, your Company has laid down a Code of conduct applicable to all
the employees of your Company and conducted various awareness sessions across the Company. The
Code provides for the matters related to governance, compliance, ethics and other matters. In this
regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is
attached herewith as per “Annexure – F”.
The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy
available on below link:
https://www.devitpl.com/wp-content/uploads/Code-of-Business-Conduct-Ethics-for-Directors-
Senior-Management-Executive.pdf
There are no material changes and commitments, affecting the financial position of your Company
which has occurred between end of financial year of the Company i.e. March 31, 2018 and the date of
Directors’ Report i.e. 29th August, 2018.
During the year, the total foreign exchange used was Rs. 4,04,633/- and the total foreign exchange
earned was Rs. 13,05,59,001/-.
The details of conservation of energy and technology absorption are not applicable to the company
hence not furnished.
Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013 is not applicable to the company having regards to the nature of the
Company’s business/ activities.
The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of
Corporate Social Responsibility (CSR) Committee and spending of atleast 2% of average net profit are
not applicable to the Company.
In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors
of the Company with regard to the financial statements and other matters specified in the said
regulation for the financial year 2017-18. The certificate received from CFO is attached herewith as
per “Annexure – G”.
The Company affirms that the annual listing fees for the year 2018-19 to The National Stock Exchange
of India Limited (NSE) has been duly paid.
The Board wishes to place on record their sincere appreciation to all the DEVITians and acknowledge
with gratitude the effort put in for adopting the Vision, Mission and values of the Company .The board
immensely thank all the Departments of Central and State Governments, Tax Authorities, Reserve
Bank of India, Ministry of Corporate Affairs, Securities and Exchange Board of India, The National Stock
Exchange of India Limited (NSE) and other governmental bodies and look forward to their continued
support in near future. The board also places on record deep sense of appreciation and co-operation
extended by bankers, shareholders, investors and all other stakeholders, other bodies or agencies for
their continued and consistent support to the company during the year.
“ANNEXURE A”
as on the financial year ended 31.03.2018 [Pursuant to Section 92(3) of the Companies Act, 2013, and Rule
12(1) of the Companies (Management and Administration) Rules, 2014]
CIN: L30000GJ1997PLC033479
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
* As per National Industrial Classification 2008 – Ministry of Statistics and Programme Implementation
3. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
Individual
shareholders
(i) holding nominal 0 0 0 458653 0 458653 8.31 8.31
share capital
upto Rs. 1 lakh.
Individual
shareholders
(ii)
holding nominal 0 0 0 0 555000 0 555000 10.05 10.05
share capital in
excess of Rs. 1 lakh
NBFCs registered
(b) 0 0 0 0 0 0 0 0 0
with RBI
(c) Employee Trusts 0 0 0 0 0 0 0 0 0
Overseas
Depositories(hol
(d)
ding DRs) 0 0 0 0 0 0 0 0 0
(balancing
figure)
Any Other
(e)
(Specify)
Hindu Undivided
0 0 0 0 123000 0 123000 2.23 2.23
Family
Clearing
0 0 0 0 81273 0 81273 1.47 1.47
Member
Bodies
282500 0 282500 7 525574 0 525574 9.52 2.252
Corporate
Sub Total (B)(3) 0 0 0 0 1743500 0 1743500 31.58 31.58
Total Public
Dev Information Technology Ltd. Annual Report 2017-18
Shareholding(B)
0 0 0 0 1743500 0 1743500 31.58 31.58
=(B)(1)+(B)(2)+(B
)(3)
Total (A)+(B) 0 0 0 0 5520500 0 5520500 100
Non Promoter -
(C)
Non Public
Custodian/DR
[1] 0 0 0 0 0 0 0 0 0
Holder
Employee
Benefit Trust
(under SEBI
(Share based
[2] 0 0 0 0 0 0 0 0 0
Employee
Benefit)
Regulations,
2014)
Total (A)+(B)+(C) 4032500 0 4032500 0 5520500 0 5520500 100
Vishal
14. 150000 3.72 150000 2.72 -1.0
Nagendra Vasu
Pranav
15.
Niranjan 82690 2.05 82690 1.50 -0.55
Pandya Huf
Jaimin
16. Jagdishbhai 82685 2.05 82685 1.80 -0.25
Shah Huf .
Vishal Vasu
17. 75000 1.86 75000 1.36 -0.5
Huf .
Rakhi
18. Jagadishbhai 11475 0.28 11475 0.21 -0.07
Shah
Niranjna
19. Satishbhai 6750 0.17 6750 0.12 -0.05
Jambudi
Urmilaben
20. Surendrabhai 6750 0.17 6750 0.12 -0.05
Parikh
Jagadishbhai
21. Chinubhai 3375 0.08 3375 0.06 -0.02
Shah
Meeta Hemant
22. 2025 0.05 2025 0.03 -0.02
Shah
iii. Change
Dev Information In Promoters’
Technology Shareholding:
Ltd. Annual Report 2017-18
Due to
Pranav N.
175500 4.35 14.04.2017 Nil allotment of 175500 3.18
2. Pandya
shares in IPO
Due to
3.
Amisha J. Shah 337500 8.37 14.04.2017 Nil allotment of 337500 6.11
shares in IPO
Due to
Kruti P. Pandya 337500 8.37 14.04.2017 Nil allotment of 337500 6.11
4.
shares in IPO
Due to
Jaimin J. Shah
82685 2.05 14.04.2017 Nil allotment of 82685 1.50
5. (HUF)
shares in IPO
Due to
Pranav N.
82690 2.05 14.04.2017 Nil allotment of 82690 1.50
6. Pandya (HUF)
shares in IPO
Rushabh
3. Pravinchadra 0 0 0 0 0
Shah
21.04.2017 9000 Transfer 9000 0.16
26.05.2017 45000 Transfer 54000 0.97
02.06.2017 -15000 Transfer 39000 0.70
08.09.2017 12000 Transfer 51000 0.92
15.09.2017 51000 Transfer 102000 1.84
30.09.2017 -51000 Transfer 51000 0.92
22.12.2017 6000 Transfer 57000 1.03
12.01.2018 3000 Transfer 60000 1.08
AT THE END
60000 1.08
OF THE YEAR
5. Vinod Lodha 0 0 0 0 0
14.04.2017 18000 Transfer 18000 0.32
24.04.2017 18000 Transfer 36000 0.65
28.04.2017 -18000 Transfer 18000 0.32
26.05.2017 18000 Transfer 36000 0.65
02.06.2017 -18000 Transfer 18000 0.32
30.06.2017 33000 Transfer 51000 0.92
15.09.2017 51000 Transfer 102000 1.84
30.09.2017 -51000 Transfer 51000 0.92
AT THE END
51000 0.92
OF THE YEAR
Param
6. Darshan 0 0 0 0 0
Mahendra
22.12.2017 36000 Transfer 36000 0.65
AT THE END
36000 0.65
OF THE YEAR
Global Park
7. 0 0 0 0 0
Developer LLP
14.04.2017 6000 Transfer 6000 0.18
16.03.2018 24000 Transfer 30000 0.54
AT THE END
30000 0.54
OF THE YEAR
Hemang
8. 0 0 0 0 0
Yagnesh Shah
28.04.2017 9000 Transfer 9000 0.16
08.12.2017 -3000 Transfer 6000 0.10
22.12.2017 30000 Transfer 36000 0.65
31.03.2018 -6000 Transfer 30000 0.54
AT THE END
30000 0.54
OF THE YEAR
Chandrasinh B.
9. 0 0 0 0 0
Dhadhal
14.04.2017 3000 Transfer 3000 0.05
21.04.2017 6000 Transfer 9000 0.16
11.08.2017 6000 Transfer 15000 0.21
25.08.2017 12000 Transfer 27000 0.48
15.09.2017 27000 Transfer 54000 0.97
30.09.2017 -27000 Transfer 27000 0.48
AT THE END
27000 0.48
OF THE YEAR
Shital
10. Ashokbhai 0 0 0 0 0
Shah
22.12.2017 24000 Transfer 24000 0.43
AT THE END
24000 0.43
OF THE YEAR
Shareholding
Shareholding at
at the
the end of the
beginning of
Incr year-2018
the year-2017 %of Shares % change
ease
Sr. Shareh % of Pledged / in share
/Dec % of
No older’s Total encumber holding
Dev Information Technology Ltd. Annual reas Reason Total
. Name Share Report 2017-18 ed to total during the
No. of e in No. of Shares
s of Date shares year
shares shar shares of the
the
ehol Compa
Comp
ding ny
any
Due to
Jaimin
1. 297000 7.37 14.04.2017 Nil allotment of Nil 297000 5.38 -1.99
J. Shah
shares in IPO
Pranav Due to
2. N. 175500 4.35 14.04.2017 Nil allotment of Nil 175500 3.18 -1.17
Pandya shares in IPO
Prerak Due to
3. P. 187500 4.65 14.04.2017 Nil allotment of Nil 187500 3.40 -1.25
Shah shares in IPO
Due to
Vishal
4. 150000 3.72 14.04.2017 Nil allotment of Nil 150000 2.72 -1.0
N. Vasu
shares in IPO
5. Harshil
Nil Nil Nil Nil Nil Nil Nil Nil Nil
H. Shah
Krisa R.
6. Nil Nil Nil Nil Nil Nil Nil Nil Nil
Patel
vi. Indebtedness:
Indebtedness Of The Company Including Interest Outstanding/Accrued But Not Due For Payment:
Secured
Loans Unsecured Total
Particulars Deposits
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the
financial year
i) Principal Amount 4,67,54,193 4,57,0515 0 5,131,5,708
3 Sweat Equity - - - -
4 Commission
As % profit - - - -
Others, specify
Contribution towards PF - - - -
1 Gross Salary
(a) Salary as per provisions
Dev Information Technology
contained inLtd. Annual
Section Report
17(1) 2017-18
of the 6.00 2.16
Income Tax Act, 1961
(b) Value of perquisites under
- -
Section 17(2) Income Tax Act, 1961
(c) Profits in lieu of salary under
- -
Section 17(3) Income Tax Act, 1961
Stock Options - -
2
3 Sweat Equity - -
4 Commission
As % profit - -
Others, specify
Contribution towards PF - -
Details of
Section of
Penalty/ Authority Appeal made,
the Brief
Type Punishment/ [RD/NCLT/C if any (give
Companies Description
Compounding OURT] Details)
Act
fees imposed
A. COMPANY
Penalty Nil
Punishment Nil
Compounding Nil
B. DIRECTORS
Penalty Nil
Punishment Nil
Compounding Nil
C. OTHER OFFICERS IN DEFAULT
Penalty Nil
Punishment Nil
Compounding Nil
“ANNEXURE B”
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule
No.9 of the Companies (Appointment and Remuneration Personnel)
Rules, 2014]
To,
The Members,
DEV INFORMATION TECHNOLOGY LIMITED
14, Aaryans Corporate Park, Nr. Shilaj Railway Crossing,
Thaltej Ahmedabad-380059
CIN: L30000GJ1997PLC033479
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by DEV INFORMATION TECHNOLOGY LIMITED (hereinafter
called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis
for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company (books, papers, minute books, forms and returns filed and
other records maintained by the company) and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit. We hereby
report that in our opinion, the company has, during the audit period covering the financial year ended
on 31.03.2018, complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner and
Dev Information
subjectTechnology Ltd. Annual
to the reporting Report 2017-18
made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31.03.2018 according to the provisions of:
1. The Companies Act, 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to
the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not
applicable to the Company during the Audit Period) and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not
applicable to the Company during the Audit Period)
i. The Securities and Exchange Board of India (Listing Obligations and Disclosures and Requirement)
Regulation 2015;
(VI) Other Applicable Acts, - As per Management representation there are no other specific act
applicable to the company
We have also examined compliance with the applicable clauses of the following:
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors. The changes in the composition of the Various
Committee of the Company that took place during the period under review were carried out in
compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Majority decision is carried through while the dissenting members’ views are captured and recorded
as part of the minutes.
We further report that there are adequate systems and processes in the company commensurate
with the size and operations of the company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
We further report that during the audit period the Company has no specific events / actions having a
major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc
Place: Ahmedabad
Date: 25/08/2018
Murtuza Kaizar Mandorwala
Propritor
Murtuza Mandorwala & Associates
ACS No. 38021
C P No.: 14284
This report is to be read with our letter of even date which is annexed as Annexure A and forms an
integral part of this report.
‘ANNEXURE A’
To,
The Members
DEV INFORMATION TECHNOLOGY LIMITED
Our Secretarial Audit Report of even date is to be read along with this letter.
Management’s Responsibility
It is the responsibility of the management of the Company to maintain secretarial records, devise
proper systems to ensure compliance with the provisions of all applicable laws and regulations and to
ensure that the systems are adequate and operate effectively.
Auditor’s Responsibility
Our responsibility is to express an opinion on these secretarial records, standards and procedures
followed by the Company with respect to secretarial compliances.
We believe that audit evidence and information obtain from the Company’s management is adequate
and appropriate for us to provide a basis for our opinion.
Wherever required, we have obtained the management representation about the compliance of laws,
rules and regulations and happening of events etc.
Disclaimer
The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of
the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place: Ahmedabad
Date: 25/08/2018
“ANNEXURE C”
Particulars Pursuant To Section 197(12) Of The Companies Act, 2013 Read With Rule 5 Of The
Companies (Appointment & Remuneration Of Managerial Personnel) Rules, 2014:
1. The ratio of the remuneration of each director to the median employee’s remuneration for
the financial year and such other details as prescribed is as given below:
Name Ratio
Jaimin J. Shah 26.88%
Pranav N. Pandya 26.66%
Vishal N. Vasu 29.56%
Prerak P. Shah 16.91%
3. The percentage increase in the median remuneration of employees in the financial year :
18%
4. The number of permanent employees in the Company: 820
5. It is hereby affirmed that the remuneration paid is as per the remuneration policy for
Directors, Key Managerial Personnel and other Employees.
“ANNEXURE D”
The global digitalisation transformation market size is expected to rise at a CAGR of 18.56 per
cent from US$ 1.2 trillion in 2017 to US$ 2 trillion in 2020.
India’s IT industry is increasingly focusing on digital opportunities as it is poised to be a major
segment in the next few years. It is also currently the fastest growing segment, growing over 30
per cent annually.
Export revenue from digitalisation segment already forms about 20 per cent of the industry’s total
export revenue as exports have grown at a CAGR of 50.76 per cent to an estimated US$ 25 billion
in FY18.
Revenue from digital is expected to comprise 38 per cent of the forecasted US$ 350 billion
industry revenue by 2025.
Total PE/VC investments in FY17 were observed to be US$ 7 billion, which increased at a CAGR of
27.25 per cent from US$ 0.8 billion in FY08
Total number of PE/VC investment deals reached 322 in FY17. During April-December 2017, 245
PE/VC deals were undertaken in the IT-BPM sector.
PREFACE:
The global sourcing market in India continues to grow at a higher pace. India is the leading sourcing
destination across the world, amounting to approximately 55 per cent market share of the US$ 185-
190 billion global services sourcing business in 2017-18. Indian IT & ITeS companies have set up over
1,000 global delivery centres in about 80 countries across the world.
India's cost competitiveness in providing IT services, cost savings of 60–70 per cent over source
countries, continues to be the mainstay of its Unique Selling Proposition (USP) in the global sourcing
market. However, India is also gaining prominence in terms of intellectual capital with several global
IT firms setting up their innovation centres in India.
MARKET SIZE:
The internet industry in India is likely to double to reach US$ 250 billion by 2020, growing to 7.5 per
cent of gross domestic product (GDP). The number of internet users in India is expected to reach 730
million by 2020, supported by fast adoption of digital technology, according to a report by National
Association of Software and Services Companies (NASSCOM).
Indian IT exports increased to US$ 126 billion in FY18 while domestic revenues (including hardware)
advanced to US$ 41 billion. Indian IT and BPM industry is expected to grow to US$ 350 billion by 2025 and
BPM is expected to account for US$ 50-55 billion out of the total revenue. Total spending on IT by banking
and security firms in India is expected to grow 8.6 per cent year-on-year to US$ 7.8 billion by 2017
India’s Personal Computer (PC) shipment advanced 11.4 per cent year-on-year to 9.56 million units in
2017 on the back of rise in the quantum of large projects. Revenue from digital segment is expected
to comprise 38 per cent of the forecasted US$ 350 billion industry revenue by 2025.
Indian IT's core competencies and strengths have attracted significant investments from major
countries. The computer software and hardware sector in India attracted cumulative Foreign Direct
Investment (FDI) inflows US$ 29.825 billion from April 2000 to December 2017, according to data
released by the Department of Industrial Policy and Promotion (DIPP).
Leading Indian IT firms like Infosys, Wipro, TCS and Tech Mahindra, are diversifying their offerings and
showcasing leading ideas in block chain, artificial intelligence to clients using innovation hubs, research
and development centres, in order to create differentiated offerings.
Some of the major developments in the Indian IT and ITeS sector are as follows:
NASSCOM has launched an online platform which is aimed at up-skilling over 2 million technology
professionals and skilling another 2 million potential employees and students.
As of March 2018, there were over 1,140 GICs operating out of India.
Private Equity (PE)/Venture Capital (VC) investments in India's IT & ITeS sector reached US$ 7.6
billion during April-December 2017.
ROAD AHEAD:
India is the topmost offshoring destination for IT companies across the world. Having proven its
capabilities in delivering both on-shore and off-shore services to global clients, emerging technologies
now offer an entire new gamut of opportunities for top IT firms in India. Export revenue of the industry
is expected to grow 7-9 per cent year-on-year to US$ 135-137 billion in FY19.
Dev Information Technology Ltd. Annual Report 2017-18
DEV IT – THE COMPANY
PREFACE:
Our journey began in 1997 with a small-scale setup mainly engaged in to business automation software
development. Today, Dev Information Technology Limited (NSE: DEVIT) works together with its clients
across the globe to empower their business with the right mix of information technology, innovation
and digital transformation.
We are trusted today as one of the leading IT enabled services provider, having a remarkable track
record of consistently delivering workable and robust solutions. This becomes possible as we adopt
continual innovation and remain committed to quality, implement and refine processes and leverage
technological prowess.
People who patiently put all their effort in accomplishing their goal make great things. Great things
are not done overnight and any venture is crowned with success when persistent efforts are made
patiently. We believed and live the same.
People first; business always. We are a “People First” company. We always ensure the continued
success of our clients and employees by placing problem solving ahead of anything else and walking
the extra mile when needed. This means that we value our engagements with our employees as well
as clients and base our consultations on client’s specific goals which empower them to meet their
business objectives.
Although we work with technology, our primary focus is maintaining a rock solid and secure
relationship with each of our clients. Our clients can rely on every professional of our company to
deliver exemplary service and become their loyal and valued technology partner.
DEV IT thanks to its exemplary and dedicated quality laced activities in the field of IT Services since
year 1997 enjoys credit worthy Industry Associations and Certifications.
NASSCOM the premier Software Industry association has always had amiable relations with DEV
IT since last half a decade based on which today DEV IT is represented as Domestic Council Chair
besides being one of the first SME IT company to be the voice of SME in NASSCOM’s EC Council.
Empanelled as Solution provider with Government of Gujarat, Rajasthan and Haryana and with
National Informatics Centre Government of India body as their IT Project Partner strengthening
our Public Sector presence across the western region footprint of India.
Microsoft and Adobe Partnering is technology exposure partnering which strengthens execution
and delivery of our Infra Structure Management Services and Enterprise Bespoke Software
Solutions Services with the cutting edge technology experience and learnings of latest technology
from the sources made available via the said companies
DEV IT rated by worldwide famous rating agency CARE as MSE1 rated thanks to prudent financial
performance of the company
Being quality stickler the company’s projects and activities are under the management lenses
towards which the crucial certifications such as ISO 90001, ISO 27001 has been achieved. While
continuing the same story in case of our bespoke software development activity the quality
aspects have been cleared by way of acquiring world renowned and extremely eminent standard
of CMMI level 3
Our services are tailored to suit the specific needs of each client and the demands of their industry at
International and Domestic level. We empower businesses across the globe meet their objectives,
gearing them to better compete in their own individual business vertical. The services that DEV IT
renders in Global and Local geographies are
Enterprise Applications Solutions and Services encompasses ERP, CRM and e-Governance
Bespoke Solutions Application Development
Digitalization and Digital aspects of IT services takes care of client needs pertaining to Document
Digitization, E Office and Digital Marketing
Enterprise Mobility provides cutting edge solutions and services to SME as well as large
enterprises at national and international level on Mobile App Development, Managed Mobility,
etc on both Android and iOS platforms
Cloud Computing is the fastest growing adoption among SME as well as large enterprises wherein
the services being rendered by DEV IT pertaining to Cloud Advisory and Managed Cloud services
related entire portfolio
Licensing is the major requirement in Public Sector and among SME with planned software
platform purchases in order to remain compliance oriented thereby safeguarding their IT
investments from the cyber security perspective too. DEV IT is dominant player in terms of
Licencing provisions towards Microsoft & Adobe licenses as well as Digital Signatures and SSL
Cerficates related requirements in business environs, mainly in western region of India.
Right from advisory to execution backed by expert applications and infrastructure management; we
optimize client’s IT requirements into a strategic asset. The methodology employed by the Team DEV
IT is Consult, Plan, Develop, Implement and Manage.
Consult – Engage with clients to identify most suitable technological solution that help them
realize the full potential of their IT resources and investments
Plan – Define befitting architecture, methodologies and work plan to achieve set goals
Develop – Build applications and solutions that deliver as per organizational needs and goals
Implement – Configure and roll out the best fit solution in a manner that is easy to adapt.
Dev Information Technology Ltd. Annual Report 2017-18
Manage - Provide full suite of technical & functional support services round-the-clock
The Digital Transformation Mantra has resulted into startling IT Solution and Service delivery numbers
for Team DEV IT
DEV IT INFRASTRUCTURE:
With the best of software and hardware environments coupled with state-of-the-art communication
facilities; our offices are fully equipped to work as virtual extensions of clients’ environment, providing
custom application development services as well as 24×7 infrastructure management services.
High grade systems for Latest virus protection and Automated backup service
development, intrusion detection systems, integrated with all server
support and testing safeguarding data and workstations infrastructure
DEV IT’s Net Jumps 18.62% to Rs 3.44 crore in for the FY 17-18. Total Income rose by 18.39% in for the
FY 17-18 to Rs 67.32 crore against Rs. 56.86 crore last year.
Turnover
80.00
67.32
70.00
60.00 56.86
50.00 45.40
40.00
30.00
20.00
10.00
-
Turnover (Rs. In Cr.)
Dev Information Technology Ltd. Annual Report 2017-18
2015-16 2016-17 2017-18
Profit
8.00 6.69
6.00 4.88
3.77 3.44
4.00 2.90
2.02
2.00
-
PBTD (Profit Before Tax & Depriciation) PAT
(Rs. In Cr.)
2015-16 2016-17 2017-18
The futuristic technology trends of 2020 that DEV IT has already adopted by way of acting as absolute
IT Service provider and is already being handled as part of few projects from overseas and local
markets are
Enterprise Mobility arena will be addressed by providing Advisory services for developing a strategy
to achieve enterprise mobility goals, Design and develop custom mobile applications which are aligned
to client’s business.
Cloud and Virtualisation services will include providing Strategy & Consulting for clients to Identify
drivers for cloud strategy and road map. Carry out Application Development such that client can have
Transformation of application from on premise to cloud. Manage Implementation, Migration &
Automation on cloud for client to handle their cloud implementation. Provide requisite cloud related
Licensing Solutions to clients on all possible cloud technology platform available.
Digitalisation Services will cater to the business enterprise needs towards Digital Commerce related
web and mobility solutions, Digital Marketing solutions pertaining to Social Media based Marketing
activities of businesses, Document Digitisation Solutions taking care of eOffice and Document
Management of enterprises and Digital Certificate solutions providing Information Technology Act
compliant digital identity by way of digital certificates and signatures
Big Data Analytics solution provides services to clients on Strategy & Consulting taking care of Data
discovery, unstructured and structured data collation. Also Visualisation and Analytics solution and
services handling KPIs, score cards, dashboards, trend analysis, etc. of business enterprises are
provided.
Infrastructure Management Services (IMS) encompassing Strategy & Consulting services for
technology roadmap, consolidation and modernisation, compliance. Data Centre Services for
Infrastructure monitoring and incident management, system administration and management. Cloud
Operations Services for Performance monitoring and optimization of commissioned cloud
infrastructure by client. Server focussed Infrastructure Management services involves Server network
management, security management and database management. Workplace Infrastructure
Management Services includes ticketing based support management, asset management, patch
management, IT security, etc.
IoT and Smart Cities Services are meant for Enterprises, Consumers, Large Ecosystems which involves
Solutions delivery that focus on monitoring, control, efficiency, connected & wearable devices as well
as bespoke specific apps for Smart Cities, Smart farms, Smart energy, etc. laced with intelligent insights
generating analytics, decision support dashboards and machine driven social interfacing.
Augmented Reality Services delivers solutions towards Content Development such as 3D modelling,
animation, environment creation, presentation. Augmented reality apps about Health, Retail, Real
Estate, etc. developed for mobile, wearable devices, product sales information dissipation for mass by
giving virtual experience, etc.
Globally the widespread use of Internet virtually in almost all aspects of day to day life coupled along
with fast pace innovations in technology is leading to highly competitive environment in almost all
spheres of life. In this backdrop the scenario of economy and business across the world has become
very dynamic making business worldwide to hunt for high end quality oriented technology solutions
sources providing the same at apt cost.
This translates into a very big opportunity of acting as End-to-End service provider company which
partners with client to help them carry out their business’s prudent digital transformation. The same
which can be addressed by DEV IT thinking through diligently, strategizing and planning.
Hence your company while delivering and fulfilling the said requisite need and at the same time
running an agile and state of the art ready company has to do a balancing act leading towards
challenges that requires constant watch and work around of mitigation activities too. The evident
challenges are:
Develop world class end-to-end service delivery facilities that can help client to address their
digital transformation needs on the go at very competitive budgets factoring adherence to GDPR
and other such compliances at global level
Relevant high end technology upscaling as well as capacity building such that world class service
delivery across the globe can be handled in round the clock fashion as well as develop internal
practise knowledge management enabling the company to replicate the same as and when need
arises.
High end Infrastructure and Personnel resource up scaling capability in agile fashion as and when
project demands
Ensure appropriate organic and inorganic growth opportunities arising out of global operations
that company may encounter is seamlessly handled
Diverse Client base requires up to the mark relationship management as well as parallel newer
Dev Information Technology Ltd. Annual Report 2017-18
client acquisition and market acquisition too with help of year round dedicated marketing drive,
since service provider company cannot remain directed only towards a particular domain or a
particular geography
Prudent and pre-emptive finance management such that the requisition of fund during the time
of upscaling as well as cash flow crunch is achieved. Also monitoring of global currency fluctuation
in geography of operations forms a major line of activity.
Keeping GDPR style compliances in mind carry out periodic audit of Information Systems and
Policies
Carrying Audits on regular basis of Corporate and Management practices as well as Organisation
Restructuring practices vide External and Internal Advisory
Technology Practises and Alignment with newer technology evaluation and audits on regular basis
Financial due diligence regular evaluation
Tax and other Statutory regulation compliance practices evaluation
During the year under review, your company had cordial and harmonious relations at all levels in the
industry as well-meaning company invited to be part of noteworthy associations such as NASSCOM,
ICBC, FICCI, GESIA, ISODA, GCCI, GIS so as to give value added inputs and asked to participate in the
Business, Social Responsibility and IT ecosystem related activities being carried out by the said bodies
across the country. In fact, the numerous accolades and recognition received by the company due to
Team DEV IT’s diligence and focus for holistic IT Service Delivery Performance has resulted into a large
symbiotic relationship network among IT ecosystem participants across the country leading towards
wholesome growth of the company in years to come.
Statement in the management discussion and analysis report detailing the company’s objectives,
projections, estimates, expectations or predictions may be forward looking statements within the
meaning of applicable laws and regulations. These statements are based on certain assumptions,
Projections and estimates. Actual results may vary from those expressed or implied depending upon
the economic conditions, Government policies and other incidental factors.
“ANNEXURE E”
In terms of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015
the report containing details of corporate governance systems and processes at Dev Information
Technology Limited is as under:
Your company believes that Corporate Governance is an essential element of business, which helps
the company to fulfill its responsibilities to all its stakeholders. Your company is committed to good
corporate governance and has benchmarked itself against best practices in Governance and
Disclosure. Your company believes that highest standards of Corporate Governance are essential to
enhance long term value of the Company for its stakeholders and practice the same at all levels of the
organization
Your company also strives to achieve optimum performance at all levels by adhering to corporate
governance practices, such as fair and transparent business practices, effective management controls
at all levels, adequate representation of promoter, executive and independent director on the board,
accountability of performance at all levels, monitoring of executive performance by the Board and
transparent and timely disclosure of financial and management information.
2. BOARD OF DIRECTORS:
Your company has optimum combination of both Executive and Non-Executive Directors. The board
composition comprises of Eight Directors consisting of four Exceutive Directors and four non-executive
and independent directors including one woman director. The composition of the Board was in
accordance
Dev Information with SEBI
Technology Ltd.(Listing
AnnualObligations and Disclosure Requirements) Regulations, 2015 (hereinafter
Report 2017-18
referred as “Listing Regulations”) and Companies Act, 2013.
The Board Members are not related to each other. Number of Directorships held by Executive, Non-
Executive and Independent Directors are within the permissible limits under Listing Regulations and
Companies Act, 2013. The necessary disclosures regarding change in Committee positions, if any, have
been made by all the Directors, during the year under review. None of the Directors hold directorship
in more than 20 public limited companies nor is a Member of more than 10 Committees or Chairperson
of more than 5 Committees across all Public Companies (only Audit Committee and Stakeholders’
Relationship Committee).
Mr. Venkata Rama Subba Rao Velamuri Non Exceutive Independent Director
The Details of Directorship held by the Directors as on 31st March, 2018 and their attendance at the
Board meetings during the year are as follows:
Rama Independent
NIL NIL NIL NO 03 NIL
Moondra Director
Board Evaluation:
In compliance with the provisions of the Companies Act, 2013 (‘the Act’) and LODR regulation, the
Board during the year adopted a formal mechanism for evaluation of its performances as well as that
of its committees and individual Directors, including the Chairman of the Board.
The performance of the Board was evaluated after seeking inputs from all the Directors on the basis
of criteria such as Board composition, Board mechanism, Board information, dynamics, Board member
engagement and development, roles and responsibilities of DEVIT Board, engagement with
stakeholders and regulators,etc.
The performance of the individual Directors was evaluated after seeking inputs from all the Directors
other than the one who is being evaluated. The evaluation was based on the criteria such as Directors’
understanding on the Company’s mission, Company’s market position, qualification and experience of
the Director, Directors’ commitment, preparation at the meetings, etc.
Dev Information Technology Ltd. Annual Report 2017-18
In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of executive directors and non-executive directors.
The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors. The Directors expressed their satisfaction with the evaluation process.
D. Attendance of Directors at Board meetings held in the previous year are as follows:
The Board of directors of the company has constituted various committees of the members of the
board. The terms of reference of these committees have determined by the board from time to time.
i. Audit Committee:
Pursuant to requirement of Section 177(1) of the Companies Act, 2013 Company has formulated Audit
Committee. All the Directors have good understanding Finance, Accounts and Law. During the year the
Audit Committee was duly re-constructed with the approval of board members on August 26th, 2017.
During the financial year 2017-18, Four (4) meetings, of Audit Committee were held on following
dates:
30th June, 2017
26th August 2017
13th Novemver, 2017
05th March, 2018
Attendance of members for the meeting of Audit Committee held during the year 2017-18 is as below:
The Role of Audit Committee together with its powers shall be as under:
Overseeing the company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;
Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees;
Approving payment to statutory auditors for any other services rendered by the statutory
auditors;
Approving initial or any subsequent modification of transactions of the company with related
parties;
Scrutinizing inter-corporate loans and investments
Valuation of undertakings or assets of the company, wherever it is necessary;
Monitoring the end use of funds raised through public offers and related matters
Reviewing, with the management, the annual financial statements before submission to the
Board for approval, with particular reference to;
Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter;
Reviewing, with the management, performance of statutory and internal auditors, and
adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;
Discussing with the internal auditors any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board;
Discussing with the statutory auditors before the audit commences, about the nature and scope
of audit as well as post-audit discussion to ascertain any area of concern;
Looking into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;
Reviewing the functioning of the Whistle Blower mechanism, in case the same is existing;
Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director
or any other person heading the finance function) after assessing the qualifications, experience
and background, etc., of the candidate; and
Pursuant to requirement of Section 178(1) of the Companies Act, 2013 Company has formulated
Nomination and Remuneration Committee. During the year the Nomination and Remuneration
Committee was duly re-constructed with the approval of board members on August 26th, 2017.
During the financial year 2017-18, Two (2) meetings, of Nomination and Remuneration Committee
were held on following dates:
No. of
Name Categories Meeting Note
Attended
The Nomination and Remuneration Committee shall identify persons who are qualified to become
directors and who may be appointed in senior management in accordance with the criteria laid down,
recommend to the Board their appointment and removal and shall carry out evaluation of every
director’s performance. The committee has been constituted to recommend/ review the
remuneration package of Managing/ whole time Directors.
Definitions:
“Remuneration” means any money or its equivalent given or passed to any person for services
rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
“Key Managerial Personnel” means:
1. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time
Director;
2. Chief Financial Officer;
3. Company Secretary; and
4. such other officer as may be prescribed.
“Senior Managerial Personnel” mean the personnel of the company who are members of its core
management team excluding Board of Directors. Normally, this would comprise all members of
management, of rank equivalent to General Manager and above, including all functional heads.
1. Identify persons who are qualified to become directors and may be appointed in senior
management in accordance with the Criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director’s performance.
2. Formulate the criteria for determining the qualifications, positive attributes and independence
of a director and recommend to the board a policy relating to the remuneration for directors,
KMPs and other employees.
3. Determine our Company’s policy on specific remuneration package for the Managing Director
/ Executive Director including pension rights.
4. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and
increment of Executive Directors.
5. Define and implement the Performance Linked Incentive Scheme (including ESOP of the
Company) and evaluate the performance and determine the amount of incentive of the
Executive Directors for that purpose.
6. Decide the amount of Commission payable to the Whole time Directors.
7. Review and suggest revision of the total remuneration package of the Executive Directors
keeping in view the performance of the Company, standards prevailing in the industry, statutory
guidelines etc.
8. To formulate and administer the Employee Stock Option Scheme.
Pursuant to requirement of Section 178(5) of the Companies Act, 2013 Company has formulated
Stakeholders Relationship Committee. During the year the Stakeholders Relationship Committee was
duly re-constructed with the approval of board members on August 26th, 2017.
During the financial year 2017-18, Two (2) meetings, of Stakeholders Relationship Committee were
held on following dates:
Attendance of members for the meeting of Stakeholders Relationship Committee held during the year
2017-18 is as below:
Allotment, transfer of shares including transmission, splitting of shares, changing joint holding
into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost
or defaced or where the cages in the reverse for recording transfers have been fully utilized.
Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; and
Review the process and mechanism of redressal of Shareholders /Investors grievance and
suggest measures of improving the system of redressal of Shareholders /Investors grievances.
Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of
interest/dividend warrants, non-receipt of annual report and any other grievance/complaints
with Company or any officer of the Company arising out in discharge of his duties.
Oversee the performance of the Registrar & Share Transfer Agent and also review and take note
of complaints directly received and resolved them.
Oversee the implementation and compliance of the Code of Conduct adopted by the Company
for prevention of Insider Trading for Listed Companies as specified in the SEBI (Prohibition of
Insider Trading) Regulation, 2015, as amended from time to time.
Any other power specifically assigned by the Board of Directors of the Company from time to
time by way of resolution passed by it in a duly conducted Meeting.
CS Krisa Patel
14, Aaryans Corporate Park Nr. Shilaj Railway Crossing,
Thaltej Ahmedabad-380059 ,Gujarat India.
Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015; the details regarding investor’s complaints are as follows:
G. Details Of Remuneration To Directors During The Year Ending On 31st March, 2018
During the year company has paid following remuneration or setting fees to the directors as follows:
2014-15 18th AGM 30th September, 2015 11:30 A. M Registered Office of the
2015-16 19th AGM 30th September, 2016 10:00 A.M. Company
The details of Resolution(s) which were passed in the last three Annual General Meetings (“AGM”)
of the Company along with details of Postal Ballot & voting pattern are as follows:
No resolution was passed through Postal Ballot during the Financial Year 2017-18.
I. MEANS OF COMMUNICATION:
The communication is the key element of the overall Corporate Governance framework. Your
Company constantly interacts with Shareholders through multiple channels of communication such
as result
Dev Information announcement,
Technology annual
Ltd. Annual report,
Report Company’s website and other specific communications,
2017-18
as applicable.
During the year, Company has declared all financials results within the sipulated time provided
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The half yearly
and yearly financial results of the Company are duly uploaded on website of the Company i.e. on
www.devitpl.com as well as on NEAPS portal of National Stock Exchange. All half yearly and yearly
financial results have been submitted to stock exchange within 30 minutes from the conclusion of
Board Meeting in which financial results have been approved. During the year, following half yearly
and yearly financial results have been submitted on NEAPS portal:
The company being listed on SME platform, exemptions have been provided to the Company from
publishing financial results in newspaper. Hence, Company has not published abovementioned half
yearly and yearly financial results in any of the newspaper.
Physical copy of the Annual Report for the FY 2016-17 accompnished with Notice of 20th Annual
General Meeting, Audited Financial Statements, Director’s Report, Corporate Governance Report
and Management Discussion and Analysis Report was sent to all the shareholders who have not
registered their email IDs with the Company prior to clear 21 days of 20th Annual General Meeting.
Soft copy of the Annual Report for the FY 2016-17 accompnished with Notice of 20th Annual General
Meeting, Audited Financial Statements, Director’s Report, Corporate Governance Report and
Management Discussion and Analysis Report was sent by email to the shareholders who have
registered their email IDs with the Company. The Annual Report for the FY 2016-17 had also been
uploaded on the website of the Company www.devitpl.com .
Communication like Annual Report, Notices, Dividend payment advice, etc. are being sent to the
shareholders through email to the shareholders who have registered their email IDs with the
Company and by speed post/ courier to the shareholders who have not registered their email IDs
with the Company.
IV. Website:
The Company’s website www.devitpl.com contains a dedicated segment called ‘Investor Relations’,
where all the information as may be required by the Shareholders is available including half yearly
and yearly results notices of the Board Meetings, Outcomes of the Board meeting, Annual Reports,
shareholding pattern, Policies and other announcements, news and notices made to stock
exchange are displayed in due course for the shareholders information.
Your Company has a designated e-mail ID, [email protected] or [email protected] for the
redressal of any Stakeholders’ related grievances exclusively for the purpose of registering
complaints by Members/stakeholders. Investor can also contact share Registrar and Transfer
Agent (RTA) of the Company on their email id : [email protected] . Your Company has also
displayed other relevant details prominently for creating investor/stakeholder awareness under
the investors section at its website www.devitpl.com .
The Investors can also raise complaints in a centralized web-based complaints redress system
called “Scores” developed by SEBI. The Company uploads the action taken report on the
complaints raised by the Shareholders on “Scores”, which can be viewed by the Shareholder. The
complaints are closed to the satisfaction of the Shareholder and SEBI.
For submitting all listing compliances National Stock Exchange has developed NEAPS portal in
which all corporate can file their listing compliances. During the year, company has filed all the
listing compliances on NSE Electronic Application Processing System (NEAPS) of NSE at link
https://www.connect2nse.com/LISTING/ and after submitting the same is also available on official
website of NSE www.nseindia.com/emerge.
Company has listed on NSE Emerge platform on 17th April, 2017. Hence, data of DEVIT’s share price
comparison shown below is from the month of 17th April, 2017. The charts have share prices and BSE
Sensex indexed to100 as on the first working day of 2017-18 i.e. on 17th April, 2017.
200 DEVIT
180 BSE Sensex
160
140
120
100
80
60
40
20
-
Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18
FINANCIAL CALENDAR:
The Financial year of the company is for period of 12 months from 1st April to 31st March. The
financial result of the company is scheduled to be published in the Annual Report.
DIVIDEND PAYMENT:
The board of directors of the company has recommended final dividend for the financial year
ended on 31st March, 2018 at the rate of 5% i.e. Rs.0.50/- per equity share. For the aforesaid
dividend, the Company had fixed book closure date from 22 nd September, 2018 to 23 rd September,
2018.
DEMATERIALIZATION OF SHARES:
All the shares of the company are in Demate form. There are no Physical shares in existence.
K. DISCLOSURES:
The Company has complied with the requirements of the Stock Exchanges / Securities and Exchange
Board of India (SEBI) / and Statutory Authorities to the extent applicable and accordingly There were
no instances of non-compliances or penalty imposed on the company by Stock Exchanges or SEBI or
any other statutory authority or any matter related to capital markets, during the last three years.
The Company has formulated Whistle Blower Policy to establish a Vigil Mechanism for directors and
employees of the Company and the same has been uploaded on the website of the Company i.e
www.devitpl.com .
The Company has complied with all the mandatory requirements of Corporate Governance and
endeavors to adopt good corporate governance practices which help in adoption of non mandatory
requirements. The financial statements have been prepared in compliance with the requirements of
the Companies Act, 2013 and in conformity, in all material respects, with the generally accepted
accounting principles and standards in India. The estimates/judgments made in preparation of these
financial statement are consistent, reasonable and on prudent basis so as to reflect true and fair view
of the state of affairs and results/operations of the Company.
Material Subsidiary:
No transaction of material has been entered into by the company with its promoters, Directors or
management or relatives etc. that may have potential conflict with the interest of the company.
DISCRETIONARY REQUIREMENTS
The Board:
Shareholder Rights:
Half yearly and yearly declaration of financial performance is uploaded on the website of the company
www.devitpl.com as soon as it is intimated to the stock exchange.
Modified opinion(s) in audit report:
Standard practices and procedures are followed to ensure unmodified financial statements.
The Company has appointed Executive director as a Chairman and also appointed another executive
director as a Managing Director. Hence, there will be no conflict of interest between these two
positions.
The Internal Auditors M/s Nisarg J. Shah & Co., Chartered Accountant have reported directly to the
Audit Committee of the Company.
To,
In our opinion and to the best of our information and according to the explanations given to us, we
certify that the Company has complied with the conditions of Corporate Governance as stipulated in
the above mentioned SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the Management has conducted the affairs of the
company.
Place: Ahmedabad
Date: 25/08/2018
Murtuza Kaizar Mandorwala
Propritor
Murtuza Mandorwala & Associates
Dev Information Technology Ltd. Annual Report 2017-18 ACS No. 38021
C P No.: 14284
“ANNEXURE – F”
All Board Members and Senior Management Personnel have, for the year ended March 31, 2018 have
affirmed compliance with the Code of Conduct laid down by the Board of Directors in terms of
Regulation 17 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
“ANNEXURE – G”
CFO CERTIFICATION
To,
Board of Directors,
DEV INFORMATION TECHNOLOGY LIMITED
In accordance with Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, we certify that:
1. we have reviewed financial statements and the cash flow statement for the year ending 31st
March, 2018 and that to the best of their knowledge and belief :
a. these statements do not contain any materially untrue statement or omit any material fact
or contain statements that might be misleading;
b. these statements together present a true and fair view of the company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the
company during the year which are fraudulent, illegal or violative of the company’s code of
conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial
reporting and that we have evaluated the effectiveness of internal control systems of the
company pertaining to financial reporting and we have disclosed to the auditors and the Audit
Committee, deficiencies in the design or operation of such internal controls, if any, of which
we are aware and the steps we have taken or proJpose to take to rectify these deficiencies.
Dev Information Technology Ltd. Annual Report 2017-18
4. We have indicated to the auditors and the Audit committee:
a. significant changes in internal control over financial reporting during the year;
b. significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
c. instances of significant fraud of which we have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the
company’s internal control system over financial reporting
99
financials
We have audited the accompanying financial statements of Dev Information Technology Ltd.(“the
Company”) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss,
Cash Flow Statement for the year then ended, and a summary of significant accounting policies and
other explanatory information.
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance and cash flows of the Company
in accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
AUDITOR’S
Dev Information RESPONSIBILITY:
Technology Ltd. Annual Report 2017-18
Our responsibility is to express an opinion on these financial statements based on our audit. We have
taken into account the provisions of the Act, the accounting and auditing standards and matters which
are required to be included in the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)
of the Act. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial control
relevant to the Company’s preparation of the financial statements that give a true and fair view in
order to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the financial statements
OPINION:
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2018 and its Profit and its cash flows for the year
ended on that date.
a. we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books;
c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with
by this Report are in agreement with the books of account
d. In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.
e. On the basis of written representations received from the directors as on March 31, 2018
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to adequacy of Internal Financial Controls with reference to financial statements
of the company and the operating effectiveness of such controls , refer to our separate report
in “Annexure – A”
g. With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
(i) The company has disclosed the impact of pending litigations on its financial position
in its financial statements – Refer Note (6) of Part B to Notes to accounts ;
(ii) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
(iii) There has been no delay in transferring the amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company.
(iv) The disclosure requirement relating to holding as well as dealing with specified bank
notes were applicable for the period from 8th November to 30th December,2016,which
is not relevant to this financial statement and hence reporting under this clause is not
applicable.
2) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued
by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give
in the “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
BHARAT M. ZINZUVADIA
PARTNER
MEMB. NO. F 109606
PLACE: AHMEDABAD
DATE: 29.05.2018
ANNEXURE ‘A’
Annexure to the Independent Auditor’s report of even date on the Standalone financial
statements of Dev Information Technology Limited
We have audited the internal financial controls with reference to financial statements of DEV
INFORMATION TECHNOLOGY LIMITED (“the Company”) as of March 31, 2018 in conjunction with our
audit of the financial statements of the Company for the year ended on that date.
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
controls issued by the Institute of Chartered Accountants of India. These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.
AUDITOR’S RESPONSIBILITY:
Our responsibility is to express an opinion on the Company’s internal financial controls with reference
to financial statements based on our audit. We conducted our audit in accordance with the Guidance
Note on Audit of Internal Financial Controls (the “Guidance Note”) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable
to an audit of internal financial controls, both applicable to an audit of internal Financial Controls and,
both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance
Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls with reference to financial
statements was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls systems with reference to financial statements and their operating effectiveness.
Our audit of internal financial controls included obtaining an understanding of internal financial
controls, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s Judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls system.
A company’s internal financial control with reference to financial statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purpose in accordance with generally accepted accounting principles.
A company’s internal financial control with reference to financial statements includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company. (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles , and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of
the company, and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of the inherent limitations of internal financial controls with reference to financial
statements, including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls with reference to financial statements to future periods
are subject to the risk that the internal financial control with reference to financial statements may
become inadequate because of changes in conditions, or that the degree of compliance with the
policies of procedures may deteriorate.
OPINION:
In our opinion,
Dev Information the Company
Technology has,
Ltd. Annual in all 2017-18
Report material respects, an adequate internal financial control system
with reference to financial statements and such internal financial controls with reference to financial
statements was operating effectively as on March 31,2018, based on the internal control with
reference to financial statements criteria established by the Company considering the essential
components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reports issued by the Institute of Chartered Accountants of India.
BHARAT M. ZINZUVADIA
PARTNER
MEMB. NO. F 109606
PLACE: AHMEDABAD
DATE: 29.05.2018
ANNEXURE ‘B’
Annexure to the Independent Auditor’s report of even date on the
Standalone financial statements of Dev Information Technology Limited.
Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirements’ of
our report of even date to the financial statements of the Company for the year ended March 31,
2018:
(a) The Company is maintaining proper records showing full particulars, including quantitative
details and situation of fixed assets;
(b) (b) The Fixed Assets have been physically verified by the management in a phased manner,
designed to cover all the items over a period of five years, which in our opinion, is
reasonable having regard to the size of the company and nature of its business. According
to information and explanation given to us, no material discrepancies were notice doing
such verification.
(c) (c) According to the audit process and based on records of the company ,the title deeds
of immovable properties are held in the name of company.
2. In respect of Inventories:
According to information and explanation given to us, Physical verification of inventories has
been conducted in reasonable interval by the Management and no material discrepancies
were noticed on physical verification during the year.
1. According to information and explanation given to us, the Company has granted Unsecured
Loans to company, Limited Liability partnerships which are covered in the Register
maintained under section 189 of the Act. In this respect
(a) In our opinion and according to the information given to us, the terms and conditions of
the loans given by the Company are not prima facie prejudicial to the interest of the
company.
(b) The schedule of repayment of principal and payment of interest has been stipulated and
repayments of principal amounts and/or receipts of interest have been regular as per
stipulations.
(c) There are no overdue amounts as at the year-end in respect of both principal and interest.
2. In our opinion and according to the information and explanations given to us, the company
has complied with the provisions of section 185 and I86 of the Companies Act, 2013 in respect
of loans, investments, guarantees, and security.
3. According to information and explanation given to us, the Company has not accepted any
deposits from the public and hence the directives issued by the Reserve Bank of India and the
provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies
(Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are
not applicable.
4. According to the information and explanation given to us, provisions regarding maintenance
of cost records under sub-section (1) of section 148 of the Companies Act, 2013, are not
applicable to the company.
5. According to information and explanations given to us in respect of statutory dues and on the
basis of our examination of the books of account, and records,
(a) The Company has been generally regular in depositing undisputed statutory dues
including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax,
Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with
the appropriate authorities. According to the information and explanations given to us, no
undisputed amounts payable in respect of the above were in arrears as at March 31, 2018
for a period of more than six months from the date on when they become payable.
(b) According to the information and explanations given to us, there are no dues of income
tax, sales tax, and service tax value added tax, wealth tax, duty of customs and Cess which
have not been deposited with the appropriate authorities on account of any dispute, other
than those specified in table below:
Income tax Act, 1961 Income tax 18,61,000 A.Y. 2013-14 ITAT
Income tax Act, 1961 Income tax 51,40,000 A.Y. 2014-15 ITAT
A.Y. 2013-14 to
Income tax Act, 1961 TDS 35,335 ITAT
2018-19
Dev Information Technology Ltd. Annual Report 2017-18
6. The Company has not defaulted in repayment of loan or borrowing to financial institution,
bank, government or dues to debenture holders.
7. According to the information and explanations given by the management, the company has
raised money by way of initial public offer and term Loans during the year. And the said funds
are used for the purpose the same are raised.
8. According to the information and explanations given by the management, we report that no
fraud by the Company or on the company by its officers or employees has been noticed or
reported during the year and we are not informed of any such cases by the management of
the company.
9. In our opinion, the company has paid the managerial remuneration within the limits as
prescribed as per the provisions of Section 197 read with Schedule V to the Companies Act.
10. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii)
of the Order are not applicable to the Company.
11. In our opinion, all transactions with the related parties are in compliance with section 177 and
188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements
as required by the applicable accounting standards.
12. According to the information and explanations given by the management, the company has
not made any preferential allotment during the year under review. Accordingly, the provisions
of section 42 of companies Act, 2013 has been complied.
13. According to the information and explanations given by the management, the company has
not entered into any non-cash transactions with directors or persons connected with him.
Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the
Company and hence not commented upon.
14. In our opinion, the company is not required to be registered under section 45 IA of the Reserve
Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not
applicable to the Company and hence not commented upon.
BHARAT M. ZINZUVADIA
PARTNER
MEMB. NO. F 109606
PLACE: AHMEDABAD
DATE: 29.05.2018
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 101698W
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 101698W
3,04,14,420 2,02,87,147
Operating Profit Before Working Capital 7,99,08,317 6,36,42,843
Adjusted For :
i) Trade Receivables,Other current
(8,78,51,460) -85234023.47
Assets
ii) Stock
Dev Information (1,93,34,067)
Technology Ltd. Annual Report 2017-18 -12731578
iii) Trade Payable, Provisions and
(17,69,947) 62149108.37
other Current Liabilities
(10,89,55,474) (3,58,16,493)
Cash Generated From Operations (2,90,47,157) 2,78,26,350
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 101698W
CORPORATE INFORMATION
Dev Information Technology Limited (formerly known as Dev Information Technology Private
Limited), incorporated under the Companies Act, 1956 is listed on NSE SME Platform (NSE Emerge).
The Company is engaged in providing Information Technology (IT) services. The company offers tightly
integrated end-to-end IT services to global clientele.
Note No- 1
A. IGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF ACCOUNTS FOR THE YEAR
ENDED MARCH 31, 2018.
A. BASIS OF ACCOUNTING:
The financial statements of the company have been prepared in accordance with the Generally
Accepted Accounting Principles in India (Indian GAAP). The Company has prepared these
financial statements to comply in all material respects with the Companies (Accounts) Rules
2014 and the relevant provisions of the companies Act, 2013. The financial statements have
been prepared on an accrual basis and under the historical cost convention. The accounting
policies adopted in the preparation of financial statements are consistent with those of
previous year.
B. USE OF ESTIMATES:
The preparation of financial statements in accordance with the generally accepted accounting
principles requires management to make judgments, estimates and assumptions that affect
the application
Dev Information Technology of accounting
Ltd. Annual policies and the reported amounts of assets and liabilities,
Report 2017-18
income and expenses. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revision to accounting estimate is recognised in the period in which the estimates are
Revised and in any future period affected.
Property Plant & Equipment are stated at historical cost less accumulated depreciation. Costs
include expenditure directly attributable to the acquisition of the asset. Borrowing costs
directly attributable to the construction or production of qualifying assets are capitalized as
part of the cost.
D. DEPRECIATION:
a) Depreciation on Property Plant & Equipment is provided on the Written Down Value
Method (WDV) Method on the basis of Useful Life prescribed in Schedule II to the
Companies Act, 2013
b) Depreciation on additions to the assets and the assets sold or disposed off, during the year
is provided on pro-rata basis, at their respective rates with reference to the date of
acquisition / installation or date of sale/disposal.
c) Intangible assets are amortized on straight line basis over their respective individual
estimated useful lives as determined by the management.
E. INVESTMENT:
Long Term Investments are carried at cost less provision for permanent diminution, if any, in
value of such investments.
F. IMPAIRMENT OF ASSETS:
The company on an Annual basis makes an assessment of any indicator that may lead to
impairment of Assets. If any such indication exists, the company estimates the recoverable
amount of the assets. If such recoverable amount is less than the carrying amount, then the
carrying amount is reduced to its recoverable amount by creating the difference as
impairment loss & is charged to Profit & Loss Account.
a) Foreign currency transactions are accounted for at the exchange rate prevailing on the
date of the transaction. All monetary foreign currency assets and liabilities are converted
at the exchange rates prevailing on the date of the balance sheet. All exchange differences
other than those relating to the acquisition of Property Plant & Equipment from outside
India are dealt with in the statement of profit and loss. Exchange gain or loss relating to
Property Plant & Equipment acquired from outside India is adjusted in the cost of
respective Property Plant & Equipment.
b) Exchange difference is calculated as the difference between the foreign currency amount
of the contract translated at the exchange rate at the reporting date, or the settlement
date where the transaction is settled during the reporting period, and the corresponding
foreign currency amount translated at the later of the date of inception of the forward
exchange contract and the last reporting date. Such exchange differences are recognized
in the statement of profit and loss in the reporting period in which the exchange rates
change.
H. REVENUE RECOGNITION:
Income and Expenditure are recognized and accounted on Accrual Basis. Revenue from
Sale of goods is recognized on delivery of the goods, when all significant contractual
obligations have been satisfied, the property in the goods is transferred for a price,
significant risks and rewards of ownership are transferred to customers & no effective
ownership is retained However;
e) Revenue from the fixed price technical maintenance services are recognized rateably
over the period of the service contract.
f) Revenue from the use of the software license are recognized on the transfer of the
title in the user license for software application.
g) In case of software development contract having multiple stages or benchmark of the
completion, the revenue is recognized on percentage of completion method.
h) Revenue from other support services arising out of sale of software products are
recognized when the services are performed.
I. VALUATON OF STOCK:
Trading Goods and project in progress are valued at lover of cost or net realizable value.
The earnings considered in ascertaining the Company’s EPS comprises the net profit after tax
(and include the post tax effect of any extra ordinary item). The number of shares used in
computing Basic EPS is the weighted average number of shares outstanding during the year.
K. TAXATION:
a) Direct Taxes:
Tax expense for the year, comprising Current Tax and Deferred Tax is included in
determining the net profit for the year.
A provision is made for the current tax based on tax liability computed in accordance with
relevant tax rates and tax laws. A provision is made for deferred tax for all timing
differences arising between taxable income and accounting income at currently enacted
Dev Information Technology Ltd. Annual Report 2017-18
tax rates.
Deferred tax assets are recognized only if there is reasonable certainty that they will be
realized and are reviewed for the appropriateness of their respective carrying values at
each balance sheet date.
b) Indirect Taxes:
The liabilities are provided or considered as contingent depending upon the merit of each
B. NOTES ON ACCOUNTS
1. Balances of Sundry Debtors, Creditors, and Loans & Advances Deposits are subject to the
confirmation by the parties.
2. The Company got Listed on the SME platform of National Stock Exchange i.e. NSE Emerge.
3. The Company has come up with IPO of Equity Shares of Rs 10 each at a premium of Rs 32.
The Company opened its IPO on 31/03/2017 which was closed on 06/04/2017.The
Company’s shares got listed on NSE platform on 17/04/2017.
4. There are no Micro and Small Enterprise, to whom company owes dues, which are
outstanding for more than 45 days as at 31st March, 2018. This information as required
to be disclosed under the Micro, Small and Medium Enterprise Development Act (MSMED
Act), 2006 has been determined to the extent such parties have been identified on the
basis of information available with the company.
a) The Company has, with effect from 1st April, 2007, adopted Accounting Standard 15,
Employee Benefits [Revised 2005] [the ‘Revised AS 15’]. In accordance with the
transitional provisions governing gratuity valuation – defined benefit plan – long term
liability based on actuarial valuation is as follows:
From:
From:
01/04/2016
Period 01/04/2017 To:
To:
03/31/2018
03/31/2017
Present value of the obligation at the beginning
1,14,87,646 90,15,798
of the period
Interest cost 8,61,573 6,76,185
Current service cost 30,27,876 23,02,752
Past Service Cost 10,91,696
Benefits paid (if any) (6,96,966) (22,757)
Actuarial (gain)/loss 8,27,753 (4,84,332)
Present value of the obligation at the end of the
1,65,99,578 1,14,87,646
period
As on As on
Period
31/03/2017 31/03/2016
Present value of the obligation at the end of the
1,65,99,578 1,14,87,646
Period
Fair value of plan assets at end of period 1, 18,72,952 71,63,630
Net liability/(asset) recognized in Balance Sheet
47,26,626 43,24,016
and related analysis
Funded Status (47,26,626) (43,24,016)
Present value of the obligation at the end of the
1,65,99,578 1,14,87,646
period
Fair value of plan assets at end of period 1, 18,72,952 71,63,630
Net liability/(asset) recognized in Balance Sheet
47,26,626 43,24,016
and related analysis
As on As on
Period
31/03/2017 31/03/2016
Interest cost 8,61,573 6,76,185
Current service cost 30,27,876 23,02,752
Past Service Cost 10,91,696
Expected return on plan asset (5,37,272) (1 ,42,789
Net actuarial (gain)/loss recognized in the period 7,08,737 (6,24,077)
Dev Information Technology Ltd. Annual Report 2017-18
Expenses to be recognized in P&L 51,52,610 22,12,071
From:
From:
01/04/2016
Period 01/04/2017 To:
To:
03/31/2018
03/31/2017
Fair value of plan assets at the beginning of the
71,63,630 19,03,853
Period
Expected return on plan assets 5,37,272 1,42,789
Contributions 47,50,000 50,00,000
Benefits paid (6,96,966) (22,757)
Actuarial gain/(Loss) on plan Assets 1,19,016 1,39,745
Fair Value of Plan Asset at the end of the Period 1,18,72,952 71,63,630
From: From:
Period 01/04/2017 To: 01/04/2016 To:
03/31/2018 03/31/2017
Fair value of plan assets at the beginning of the
71,63,630 19,03,853
Period
Actual return on plan assets 6,56,288 2,82,534
Contributions 47,50,000 50,00,000
Benefits paid (6,96,966) (22,757)
Fair value of plan assets at the end of the period 1,18,72,952 71,63,630
From: From:
Period 01/04/2017 To: 01/04/2016 To:
03/31/2018 03/31/2017
Actual return on plan assets 6,56,288 2,82,534
Expected return on plan assets 5,37,272 1,42,789
Actuarial gain/(Loss) 1,19,016 1,39,745
From:
From:
01/04/2016
Period 01/04/2017 To:
To:
03/31/2018
03/31/2017
Actuarial gain/(Loss)-obligation 8,27,753 (4,84,332)
Actuarial gain/(Loss)-plan asset (1,19,016) (1,39,745)
Total Actuarial gain/(Loss) 7,08,737 6,24,077
Actuarial gain/(Loss) recognize 7,08,737 6,24,077
Outstanding actuarial gain/ (loss) at the end of
0 0
the period
Experience adjustment:
As on As on
Period
31/03/2017 31/03/2016
Experience Adjustment (Gain ) / loss for Plan
19,19,449
liabilities
Experience Adjustment Gain / (loss ) for Plan assets 1,19,016
Summary of membership data at the date of valuation and statistics based thereon:
As on As on
Period
31/03/2017 31/03/2016
Number of employees 797 677
Total monthly salary 96,94,289 70,41,969
Average Past Service(Years) 2.8 2.8
Average Future Service (yr) 29.0 29.5
Average Age(Years) 29.0 28.5
Weighted average duration (based on discounted cash
22 23
flows) in years
Average monthly salary 12,163 10,402
Number of employees 797 677
Total monthly salary 96,94,289 70,41,969
Benefits valued:
Current Liability (*Expected payout in next year as per schedule III of the Companies Act, 2013) :
As on As on
Period
31/03/2017 31/03/2016
Current Liability (Short Term)* 27,89,658 19,01,361
Non Current Liability (Long Term) 1 ,38,09,920 95,86,285
Total Liability 1,65,99,578 1,14,87,646
Sensitivity Analysis: Significant actuarial assumptions for the determination of the defined
benefit obligation are discount rate and expected salary increase rate. Effect of change in
mortality rate is negligible. Please note that the sensitivity analysis presented below may
not be representative of the actual change in the defined benefit obligation as it is unlikely
that the change in assumption would occur in isolation of one another as some of the
assumptions may be correlated. The results of sensitivity analysis are given below:
7. Following are the Income Tax and TDS demands pertaining to previous years for which
company has not made any provisions in the books.
Period to
Forum where
Nature of Amount which the
Name of the Statute the dispute is
dues (Rs.) amount
pending
relates
Income tax Act, 1961 Income tax 3,38,000 A.Y.2011-12 ITAT
Income tax Act, 1961 Income tax 18,61,000 A.Y. 2013-14 ITAT
Income tax Act, 1961 Income tax 51,40,000 A.Y. 2014-15 ITAT
A.Y. 2013-14
Income tax Act, 1961 TDS 35,335 ITAT
to 2018-19
ii) Enterprises having common Key Management Personnel and/or their Relatives:
Transactions taking place during the year
b) During the year following transactions were carried out with related parties in the
ordinary course of business and at arm’s Length.
Enterprise/
Key Relatives of O/S Balance
Sr Nature Of Associate
Managerial Key as on
No Transactions Company
Personnel Management 31.3.2018
Personnel
Remuneration 90,52,384 25,00,000
1 N.A N.A
Paid (82,98,502) (26,19,606)
Nil Nil 2,70,000
2 Rent Paid N.A
(Nil) (Nil) (2,49,692)
25,54,649
Nil Nil
3 Loan Taken (45,70,515)
(Nil) (Nil )
(Nil )
Nil 20,15,864 Nil Nil
4 Loan Repaid
(Nil ) (56,20,000) (Nil) ( Nil )
Service 25,55,291 Nil Nil
5 N.A
Charges Paid (17,42,361) (Nil) (Nil)
Service
33,007 Nil Nil
6 Charges N.A
(1,45,286) (Nil) (Nil)
Received
4,26,818 Nil
7 Interest Paid Nil (Nil) N.A
(9,61,926) (Nil)
Interest 76,828 Nil Nil
8 N.A
Received (Nil) (Nil) (Nil)
10,49,70,788 Nil Nil 3,76,06,063
9 Sales
(7,05,75,307) (Nil) (Nil) (2,25,47,250)
10. In the opinion of the Board, the Current Assets are approximately of the value stated if
realized in ordinary course of business. Provisions for known liabilities are adequate and
not excess of the amount reasonably necessary.
Figures of previous year has been regrouped or rearranged wherever necessary to make
them comparable with those of the current years as per our separate report of even date.
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
CHARTERED ACCOUNTANTS
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
FIRM REGN. NO. 101698W
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 101698W
PLACE : AHMEDABAD
DATE : 29/05/2018
Note No. 2
Authorised
Issued
Equity Shares of Rs 10/- each 55,20,500 5,52,05,000 40,32,500 4,03,25,000
The company has issued 56,500 shares to Hi Tech LLP for as part of Prefrential Allotement for other than cash
in pursuant to contract. The comapny has not bought back any share during the period of 5 years immediately
preceding balance sheet date.Bonus Issue of 2,50,000 Eq. Shares of Face Value Rs10 Each in the Ratio of 1:2
i.e. 1 Bonus equity share for every 2 eq. shares held by shrareholders in the year 2016-17. Bonus Issue of
32,26,000 eq. Shares of Face Value Rs. 10 each in the Ratio of 4:1 i.e. 4 Bonus equity shares for every 1 equity
share held in the year 2016-17.
Note No. 2.5
Equity shares rank pari pasu & subject to right, preference and restrictions under the Companies Act.
Note No. 3
As at 31 March As at 31 March
Reserves & Surplus 2018 2017
Rs Rs
Note No. 4
As at 31 March As at 31 March
Long Term Borrowings 2018 2017
Rs Rs
Secured
93,19,993 1,76,42,118
Unsecured
Dev Information Technology
- FromAnnual
Ltd. Report 2017-18
Directors 25,54,650 45,70,514
Note No. 5
As at 31 March As at 31 March
Deferred Tax (Assets)/Liabilities (Net) 2018 2017
Rs Rs
Note No. 6
As at 31 March As at 31 March
Other Long Term Liabilities 2018 2017
Rs Rs
Note No. 7
As at 31 March As at 31 March
Short Term Borrowings 2018 2017
Rs Rs
Secured
Term loans
Vehicle Loan from HDFC Bank & Axis Bank **
(Against Hypothecation of Vehicles of Company )
The Kalupur commercial cop Bank Ltd **
(Against Equitabale Mortgage of immovable
properties situtated at 14-Aryans Corporate Park
, Shilaj Railway Crossing , Thaltej, Ahmedabad &
guaranteed by directors .Repayable in 84 monthly
instalments starting from 07-01-2012)
Other
Inter-Corporate Deposits
(Unsecured)
** There is no default as on the balance sheet date in repayment of loans and interest.
Note No. 8
As at 31 March As at 31 March
Trade Payable 2018 2017
Rs Rs
Note No. 9
As at 31 March As at 31 March
Other Current Liabilities 2018 2017
Rs Rs
As at 31 March As at 31 March
Current maturities of long-term borrowings 2018 2017
Rs Rs
Note No. 10
As at 31 March As at 31 March
Short Term Provisions 2018 2017
Rs Rs
A Tangible Assets
Office Building 4,53,31,015 21,78,234 — 4,75,09,249 1,21,32,398 16,54,082 — 1,37,86,480 3,37,22,769 3,31,98,617
Furniture 1,04,20,406 33,78,042 — 1,37,98,448 50,42,760 16,77,407 — 67,20,166 70,78,281 53,77,646
Office Equipments 67,20,967 17,16,700 — 84,37,667 48,36,596 10,80,451 — 59,17,047 25,20,620 18,84,371
Computer 1,40,21,211 37,87,073 — 1,78,08,284 1,07,15,013 25,73,830 — 1,32,88,842 45,19,442 33,06,198
Vehicle 1,62,10,864 4,74,860 21,47,732 1,45,37,992 85,86,582 23,34,076 19,81,255 89,39,403 55,98,589 76,24,282
Plant & Machinery 3,78,000 3,96,130 — 7,74,130 48,553 63,333 — 1,11,886 6,62,244 3,29,447
Computer software — 3,27,796 — 3,27,796 — 12,840 — 12,840 3,14,957 —
Trademark 40,000 — — 40,000 460 10,232 — 10,692 29,308 39,540
Sub total 9,31,22,463 1,22,58,835 21,47,732 10,32,33,566 4,13,62,362 94,06,251 19,81,255 4,87,87,358 5,44,46,209 5,17,60,101
B Intangible Assets
Total 13,31,22,463 1,22,58,835 21,47,732 14,32,33,566 4,18,22,636 1,74,99,339 19,81,255 5,73,40,720 8,58,92,847 9,12,99,828
Prev. Year Figures 7,57,53,643 5,73,68,820 - 13,31,22,463 3,43,21,195 75,01,436 4,18,22,631 9,12,99,828 4,14,32,448
8,58,92,846
131
132
Note :12
F.Y. 2017-18
As at 31 March
As at 31 March 2018
Non - Current Investments 2017
Rs. Rs.
Other Investment
(a) Investment in Equity instruments 26,86,830 26,72,350
(b) Investment in Other Corporate Entities* 1,43,148
Total 28,29,978 26,72,350
* It includes profit for the current year.
If Answer
Subsidiary / Whether
to Column
Associate / JV/ Quoted / Partly Paid / stated at
Sr. No. Name of the Body Corporate No. of Shares / Units Extent of Holding (%) Amount (Rs.) (9) is 'No' -
Controlled Entity / Unquoted Fully paid Cost
Basis of
Others Yes / No
Valuation
2 Eq share of Anjani Infra P.Ltd (Shares of Rs.10 Each) Others 8,000 8,000 Unquoted Fully Paid up - - 80,000 80,000 Yes N.A
3 Eq share of Kalupur commercial co-op Bank Ltd. (Shares of Rs.25 Each) Others 50,000 50,000 Unquoted Fully Paid up - - 12,50,000 12,50,000 Yes N.A
4 Dev Infotech North America Ltd. Subsidiary 8,000 8,000 Unquoted Fully Paid up 74.42% 74.42% 4,04,080 3,89,600 Yes N.A
5 Eq Share Of GESIA IT Association Others 5 5 Unquoted Fully Paid up 100 100 Yes N.A
6 Ep Share of Kesari Nandan Co-op Housing Society (Shares of Rs.50 Each) Others 5 5 Unquoted Fully Paid up - - 250 250 Yes N.A
Note No. 13
As at 31 March As at 31 March
Long Term Loans and Advances 2018 2017
Rs Rs
As at 31 March As at 31 March
Name of the Company 2018 2017
Rs Rs
Note No. 14
As at 31 March As at 31 March
Inventories 2018 2017
Rs Rs
Note : *Stock in Trade valued at cost or Net Realisable value , Whichever is Lower
** Software Development Project in Progress are Valued At Cost
Note No. 15
As at 31 March As at 31 March
Trade receivables 2018 2017
Rs Rs
There is Trade Receivable due from Directors, Officers Or Company in which Directors are Director.
Dev Information Technology Ltd. Annual Report 2017-18
As at 31 March As at 31 March
Name of the Company 2018 2017
Rs Rs
Note No. 16
As at 31 March As at 31 March
Cash and cash equivalents 2018 2017
Rs Rs
Note No. 17
As at 31 March As at 31 March
Short-term loans and advances 2018 2017
Rs Rs
Note No. 18
2017-18 2016-17
Revenue from Operations
Rs Rs
Note No. 19
2017-18 2016-17
Other Income
Rs Rs
2017-18 2016-17
Cost Of Goods & Services
Rs Rs
Note No. 21
Opening Stock
i)Products 21,51,078 32,15,308
ii)Projects in process 4,40,29,222 3,02,33,414
4,61,80,300 3,34,48,722
Less :
Closing Stock
i)Products 25,92,109 21,51,078
ii)Projects in process 6,29,22,258 4,40,29,222
6,55,14,367 4,61,80,300
Note No. 22
2017-18 2016-17
Employee Benefits Expenses
Rs Rs
Note No. 23
2017-18 2016-17
Finance Cost
Rs Rs
Note No. 24
2017-18 2016-17
Other Expenses
Rs Rs
TO THE MEMBERS OF
DEV INFORMATION TECHNOLOGY LTD.
We have audited the accompanying Consolidated financial statements of Dev Information Technology
Ltd. (hereinafter referred to as “the Holding Company”) and its subsidiary (the Holding Company and
its Subsidiary together referred to as “the Group”) which comprise the Consolidated Balance Sheet as
at March 31, 2018, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and other
explanatory information.
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these Consolidated financial
statements that give a true and fair view of the Consolidated financial position, financial performance
and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Holding Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies;
makingTechnology
Dev Information judgments Ltd.
andAnnual
estimates that2017-18
Report are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free from material misstatement,
whetherdue to fraud or error. Which have been used for the purpose of preparation of the
consolidated financial statements by the Directors of the Holding Company, as aforesaid.
AUDITOR’S RESPONSIBILITY:
Our responsibility is to express an opinion on these consolidated financial statements based on our
audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the
Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)
of the Act. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the auditor considers internal
financial control relevant to the Holding Company’s preparation of the consolidated financial
statements that give a true and fair view in order to design audit procedures that are appropriate in
the circumstances,
An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Holding Company’s Directors, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the consolidated financial statements
OPINION:
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the consolidated state of affairs of the Company as at 31 March 2018 and its consolidated
Profit and its consolidated cash flows for the year ended on that date.
OTHER MATTERS:
We did not audit the financial statements of the two subsidiaries named 1. DEV INFO-TECH NORTH
AMERICA LIMITED, 2. DEV ACCELERATOR LLP included in the consolidated year to date results as one
of the subsidiary company is Canadian company which is not subject to audit under the Canadian Laws
and other LLP’s do not come under the purview of Audit, whose total Assets are of Rs. 490.92 Lacs as
at year ended on 31st March, 2018 as well as Total Revenue are of Rs. 1202.36 Lacs.
Our opinion on the consolidated financial statements, and our report on other Legal and Regulatory
Requirements below is not modified in respect of above matters with respect to our reliance on the
work done and the reports of the other auditors and the financial statements / consolidated financial
statements certified by the management.
a. we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit of the aforementioned
Consolidated Financial Statements;
b. in our opinion proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books;
c. the Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the
Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of
account maintained for the purpose of the consolidated financial statements.
d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
e. On the basis of written representations received from the directors as on March 31, 2018 taken
on record by the Board of Directors, none of the directors of the Holding company is disqualified
as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to adequacy of Internal Financial Controls over financial reporting of the company
and the operating effectiveness of such controls , refer to our separate report in “Annexure A”
g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i. The Consolidated Financial Statements disclose the impact of pending litigations on its financial
position in its financial statements – Refer Note (6) of Part B to Notes to accounts ;
ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
Dev Information Technology Ltd. Annual Report 2017-18
iii. There has been no delay in transferring the amounts, required to be transferred, to the
Investor Education and Protection Fund by the Holding Company.
iv. The disclosure requirement relating to holding as well as dealing with specified bank notes
were applicable for the period from 8th November to 30th December,2016,which is not
relevant to this financial statement and hence reporting under this clause is not applicable
BHARAT M. ZINZUVADIA
PARTNER
MEMB.NO. F 109606
PLACE: AHMEDABAD
DATE: 29.05.2018
ANNEXURE ‘A’
Annexure to the Independent Auditor’s report of even date on the Consolidated financial
statements of Dev Information Technology Limited.
We have audited the internal financial controls with reference to financial statements DEV
INFORMATION TECHNOLOGY LIMITED (hereinafter referred to “the Holding Company”) and its
subsidiary (together referred to as “the Group”) as of March 31, 2018 in conjunction with our audit of
the financial statements of the Company for the year ended on that date.
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
controls issued by the Institute of Chartered Accountants of India. These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information, as required under the Act.
AUDITOR’S RESPONSIBILITY:
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to
financial statements based on our audit. We conducted our audit in accordance with the Guidance Note
on Audit of Internal Financial Controls (the “Guidance Note”) and the Standards on Auditing, issued by ICAI
and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of
internal financial controls, both applicable to an audit of internal Financial Controls and, both issued by the
Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to financial statements was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls systems with reference to financial statements and their operating effectiveness.
Our audit of internal financial controls included obtaining an understanding of internal financial
controls , assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. The procedures selected depend
on the auditor’s Judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls system .
A company’s internal financial control with reference to financial statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purpose in accordance with generally accepted accounting principles. A company’s
internal financial control with reference to financial statements includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company. (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles , and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company, and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal financial controls with reference to financial statements ,
including the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls with reference to financial statements to future periods are subject to the risk that the
internal financial control with reference to financial statements may become inadequate because of changes
in conditions, or that the degree of compliance with the policies of procedures may deteriorate.
Dev Information Technology Ltd. Annual Report 2017-18
OPINION:
In our opinion, the Company has, in all material respects, an adequate internal financial control system
with reference to financial statements and such internal financial controls with reference to financial
statements was operating effectively as on March 31,2018, based on the internal control with
reference to financial statements criteria established by the Company considering the essential
components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reports issued by the Institute of Chartered Accountants of India.
BHARAT M. ZINZUVADIA
PARTNER
MEMB. NO. F 109606
PLACE: AHMEDABAD
DATE: 29.05.2018
FORM AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)
Part A Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
NOTE:
1. AOC-1 Part: B
“Associates & Joint Ventures” is not applicable as the Company does not have any associates or joint
ventures.
FOR CHANDULAL
FOR CHANDULAL M M SHAH
SHAH &
& CO.
CO. FOR,FOR,
DEV DEV INFORMATION
INFORMATION TECHNOLOGY
TECHNOLOGY LTD. LTD.
CHARTERED ACCOUNTANTS
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 101698W
PRANAV N. PANDYA JAIMIN.J. SHAH
(DIN: 00021744) (DIN : 00021880)
CHAIRMAN MANAGING DIRECTOR
BHARAT M ZINZUVADIA
PARTNER
MEMBERSHIP
BHARAT NO. 109606
M ZINZUVADIA JAIMIN
HARSHIL SHAH
H. SHAH PRANAV PANDYA
KRISA R. PATEL
PARTNER (DIN : 00021880)
CHIEF FINANCIAL OFFICER (DIN : 00021744)
COMPANY SECRETARY
MANAGING DIRECTOR CHAIRMAN
PLACE : AHMEDABAD
DATE : Technology
Dev Information 29/05/2018Ltd. Annual Report 2017-18
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 101698W
BHARAT M ZINZUVADIA PRANAV N. PANDYA JAIMIN.J. SHAH
PARTNER (DIN: 00021744) (DIN : 00021880)
CHAIRMAN MANAGING DIRECTOR
MEMBERSHIP NO. 109606 HARSHIL H. SHAH KRISA R. PATEL
PLACE : AHMEDABAD CHIEF FINANCIAL OFFICER COMPANY SECRETARY
DATE : 29/05/2018
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
CHARTERED ACCOUNTANTS
FIRM REGN. NO. 101698W
FOR CHANDULAL M SHAH & CO. FOR, DEV INFORMATION TECHNOLOGY LTD.
CHARTERED ACCOUNTANTS
FIRM REGN.
Dev Information NO. 101698W
Technology Ltd. Annual Report 2017-18
Dev Information Technology Limited (formerly known as Dev Information Technology Private
Limited), incorporated under the Companies Act, 1956 is listed on NSE SME Platform (NSE Emerge).
The Company is engaged in providing Information Technology (IT) services. The company offers tightly
integrated end-to-end IT services to global clientele.
Note No- 1
(A) SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE CONSOLIDATED
ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2018.
The consolidated Financial statements relate to DEV INFORMATION TECHNOLOGY LTD (‘the
Company’) and its subsidiary companies. The consolidated Financial statements have been
prepared on the following basis:
a) The Financial statements of the Company and its subsidiaries company are combined on
a line-by-line basis by adding together the book values of like items of assets, liabilities,
income and expenses, after fully eliminating intra-group balances and intra group
transactions.
b) In case of foreign subsidiary, being non-integral foreign operations, revenue items are
consolidated at the average rate prevailing during the year. All assets and liabilities are
converted at rates prevailing at the end of the year. Any exchange difference arising on
consolidation is recognized in the Exchange Fluctuation Reserve.
c) The difference between the cost of investment in the subsidiary, over the net assets at the
time of acquisition of shares in the subsidiary is recognized in the consolidated Financial
statements as Goodwill or Capital Reserve, as the case may be.
d) The difference between the proceeds from disposal of investment in subsidiaries and the
carrying amount of its assets less liabilities as of the date of disposal is recognized in the
consolidated Profit and Loss Statement being the profit or loss on disposal of investment
in subsidiary.
e) Minority Interest share of net profit of consolidated subsidiaries for the year is identified
and adjusted against the income of the group in order to arrive at the net income
attributable to shareholders of the Company.
g) As far as possible, the consolidated Financial statements are prepared using uniform
accounting policies for like transactions and other events in similar circumstances and are
presented in the same manner as the Company’s standalone Financial statements .
A. BASIS OF ACCOUNTING:
The financial statements of the company have been prepared in accordance with the Generally
Accepted Accounting Principles in India (Indian GAAP). The Company has prepared these
financial statements to comply in all material respects with the Companies (Accounts) Rules
2014 and the relevant provisions of the companies Act, 2013. The financial statements have
been prepared on an accrual basis and under the historical cost convention. The accounting
policies adopted in the preparation of financial statements are consistent with those of
previous year.
B. USE OF ESTIMATES:
The preparation of financial statements in accordance with the generally accepted accounting
principles requires management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and liabilities,
income and expenses. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revision to accounting estimate is recognized in the period in which the estimates are
Revised and in any future period affected.
Property Plant & Equipment are stated at historical cost less accumulated depreciation. Costs
include expenditure directly attributable to the acquisition of the asset. Borrowing costs
Dev Information Technology
directlyLtd. Annual Report
attributable to the2017-18
construction or production of qualifying assets are capitalized as
part of the cost.
D. DEPRECIATION:
a. Depreciation on Property Plant & Equipment is provided on the Written Down Value
Method (WDV) Method on the basis of Useful Life prescribed in Schedule II to the
Companies Act, 2013
b. Depreciation on additions to the assets and the assets sold or disposed off, during the
year is provided on pro-rata basis, at their respective rates with reference to the date of
acquisition / installation or date of sale/disposal.
c. Intangible assets are amortized on straight line basis over their respective individual
estimated useful lives as determined by the management.
E. INVESTMENT:
Long Term Investments are carried at cost less provision for permanent diminution, if any, in
value of such investments.
F. IMPAIRMENT OF ASSETS:
The company on an Annual basis makes an assessment of any indicator that may lead to
impairment of Assets. If any such indication exists, the company estimates the recoverable
amount of the assets. If such recoverable amount is less than the carrying amount, then the
carrying amount is reduced to its recoverable amount by creating the difference as
impairment loss & is charged to Profit & Loss Account.
a. Foreign currency transactions are accounted for at the exchange rate prevailing on the
date of the transaction. All monetary foreign currency assets and liabilities are converted
at the exchange rates prevailing on the date of the balance sheet. All exchange differences
other than those relating to the acquisition of Property Plant & Equipment from outside
India are dealt with in the statement of profit and loss. Exchange gain or loss relating to
Property Plant & Equipment acquired from outside India is adjusted in the cost of
respective Property Plant & Equipment.
b. Exchange difference is calculated as the difference between the foreign currency amount
of the contract translated at the exchange rate at the reporting date, or the settlement
date where the transaction is settled during the reporting period, and the corresponding
foreign currency amount translated at the later of the date of inception of the forward
exchange contract and the last reporting date. Such exchange differences are recognized
in the statement of profit and loss in the reporting period in which the exchange rates
change.
H. REVENUE RECOGNITION:
Income and Expenditure are recognized and accounted on Accrual Basis. Revenue from Sale
of goods is recognized on delivery of the goods, when all significant contractual obligations
have been satisfied, the property in the goods is transferred for a price, significant risks and
rewards of ownership are transferred to customers & no effective ownership is retained
However;
I. VALUATON OF STOCK:
Trading Goods and project in progress are valued at lover of cost or net realizable value.
The earnings considered in ascertaining the Company’s EPS comprises the net profit after tax
(and include the post tax effect of any extra ordinary item). The number of shares used in
computing Basic EPS is the weighted average number of shares outstanding during the year.
K. TAXATION:
a. Direct Taxes:
Tax expense for the year, comprising Current Tax and Deferred Tax is included in
determining the net profit for the year.
A provision is made for the current tax based on tax liability computed in accordance
with relevant tax rates and tax laws. A provision is made for deferred tax for all timing
differences arising between taxable income and accounting income at currently enacted
tax rates.
Deferred tax assets are recognized only if there is reasonable certainty that they will be
realized and are reviewed for the appropriateness of their respective carrying values at
each balance sheet date.
b. Indirect Taxes :
The liabilities are provided or considered as contingent depending upon the merit of
Dev Information Technologyeach
Ltd. case and/or
Annual receiving
Report 2017-18the actual demand from the department.
a. The Company has, with effect from 1st April, 2007, adopted Accounting Standard 15,
Employee Benefits [Revised 2005] [the ‘Revised AS 15’]. In accordance with the
transitional provisions governing gratuity valuation – defined benefit plan – long term
liability based on actuarial valuation is as follows :
From: From:
Period 01/04/2017 To: 01/04/2016
31/03/2018 To: 31/03/2017
Present value of the obligation at the beginning of 1,14,87,646 90,15,798
the period
Interest cost 8,61,573 6,76,185
Current service cost 30,27,876 23,02,752
Past Service Cost 10,91,696
Benefits paid (if any) (6,96,966) (22,757)
Actuarial (gain)/loss 8,27,753 (4,84,332)
Present value of the obligation at the end of the 1,65,99,578 1,14,87,646
period
As on: As on:
Period
31/03/2018 31/03/2017
Present value of the obligation at the end of the
1,65,99,578 1,14,87,646
period
Fair value of plan assets at end of period 1, 18,72,952 71,63,630
Net liability/(asset) recognized in Balance Sheet and
47,26,626 43,24,016
related analysis
Funded Status (47,26,626) (43,24,016)
From: From:
Period 01/04/2017 To: 01/04/2016
31/03/2018 To: 31/03/2017
Interest cost 8,61,573 6,76,185
Current service cost 30,27,876 23,02,752
Past Service Cost 10,91,696
Expected return on plan asset (5,37,272) (1 ,42,789
Net actuarial (gain)/loss recognized in the period 7,08,737 (6,24,077)
Expenses to be recognized in P&L 51,52,610 22,12,071
From: From:
Period 01/04/2017 To: 01/04/2016
31/03/2018 To: 31/03/2017
Fair value of plan assets at the beginning of the
71,63,630 19,03,853
Period
Expected return on plan assets 5,37,272 1,42,789
Contributions 47,50,000 50,00,000
Benefits paid (6,96,966) (22,757)
Actuarial gain/(Loss) on plan Assets 1,19,016 1,39,745
Fair Value of Plan Asset at the end of the Period 1,18,72,952 71,63,630
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Fair value of plan assets at the beginning of the
71,63,630 19,03,853
Period
Actual return on plan assets 6,56,288 2,82,534
Contributions 47,50,000 50,00,000
Benefits paid (6,96,966) (22,757)
Fair value of plan assets at the end of the period 1,18,72,952 71,63,630
Actuarial Gain)/Loss
Dev Information Technology Ltd. Annualon Planned
Report Assets:
2017-18
From: From:
Period 01/04/2017 To: 01/04/2016
31/03/2018 To:
31/03/2017
Actual return on plan assets 6,56,288 2,82,534
Expected return on plan assets 5,372,72 1,42,789
Actuarial gain/(Loss) 1,19,016 1,39,745
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Actuarial gain/(Loss)-obligation 8,27,753 (4,84,332)
Actuarial gain/(Loss)-plan asset (1,19,016) (1,39,745)
Experience adjustment:
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Experience Adjustment (Gain ) / loss for Plan 19,19,449
liabilities
Experience Adjustment Gain / (loss ) for Plan 1,19,016
assets
Summary of membership data at the date of valuation and statistics based thereon:
As on: As on:
Period
31/03/2018 31/03/2017
Number of employees 797 677
Total monthly salary 96,94,289 70,41,969
Average Past Service(Years) 2.8 2.8
Average Future Service (yr) 29.0 29.5
Average Age(Years) 29.0 28.5
Weighted average duration (based on discounted
22 23
cash flows) in years
Average monthly salary 12,163 10,402
Benefits valued:
Current Liability (*Expected payout in next year as per schedule III of the Companies Act,
2013) :
As on: As on:
Period
03/31/2018 03/31/2017
Current Liability (Short Term)* 27,89,658 19,01,361
Non Current Liability (Long Term) 1 ,38,09,920 95,86,285
Total Liability 1,65,99,578 1,14,87,646
Sensitivity Analysis: Significant actuarial assumptions for the determination of the defined
benefit obligation are discount rate and expected salary increase rate. Effect of change in
mortality rate is negligible. Please note that the sensitivity analysis presented below may not
be representative of the actual change in the defined benefit obligation as it is unlikely that
the change in assumption would occur in isolation of one another as some of the assumptions
may be correlated.
Dev Information Technology TheReport
Ltd. Annual results2017-18
of sensitivity analysis are given below:
1. Balances of Sundry Debtors, Creditors, and Loans & Advances Deposits are subject to the
confirmation by the parties.
2. The holding Company got Listed on the SME platform of National Stock Exchange i.e. NSE
Emerge.
3. The Company has come up with IPO of Equity Shares of Rs 10 each at a premium of Rs 32.
The Company opened its IPO on 31/03/2017 which was closed on 06/04/2017.The
Company’s shares got listed on NSE platform on 17/04/2017.
4. There are no Micro and Small Enterprise, to whom company owes dues, which are
outstanding for more than 45 days as at 31st March, 2018. This information as required
to be disclosed under the Micro, Small and Medium Enterprise Development Act (MSMED
Act), 2006 has been determined to the extent such parties have been identified on the
basis of information available with the company.
a. The Company has, with effect from 1st April, 2007, adopted Accounting Standard 15,
Employee Benefits [Revised 2005] [the ‘Revised AS 15’]. In accordance with the
transitional provisions governing gratuity valuation – defined benefit plan – long term
liability based on actuarial valuation is as follows :
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Present value of the obligation at the beginning of 1,14,87,646 90,15,798
the period
Interest cost 8,61,573 6,76,185
Current service cost 30,27,876 23,02,752
Past Service Cost 10,91,696
Benefits paid (if any) (6,96,966) (22,757)
Actuarial (gain)/loss 8,27,753 (4,84,332)
Present value of the obligation at the end of the 1,65,99,578 1,14,87,646
period
As on: As on:
Period
31/03/2018 31/03/2017
Present value of the obligation at the end of the
1,65,99,578 1,14,87,646
period
Fair value of plan assets at end of period 1, 18,72,952 71,63,630
Net liability/(asset) recognized in Balance Sheet and
47,26,626 43,24,016
related analysis
Funded Status (47,26,626) (43,24,016)
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Interest cost 8,61,573 6,76,185
Current service cost 30,27,876 23,02,752
Past Service Cost 10,91,696
Expected return on plan asset (5,37,272) (1 ,42,789
Net actuarial (gain)/loss recognized in the period 7,08,737 (6,24,077)
Expenses to be recognized in P&L 51,52,610 22,12,071
From: From:
Dev Information Technology Ltd. Annual Report
Period2017-18 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Fair value of plan assets at the beginning of the
71,63,630 19,03,853
Period
Expected return on plan assets 5,37,272 1,42,789
Contributions 47,50,000 50,00,000
Benefits paid (6,96,966) (22,757)
Actuarial gain/(Loss) on plan Assets 1,19,016 1,39,745
Fair Value of Plan Asset at the end of the Period 1,18,72,952 71,63,630
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Fair value of plan assets at the beginning of the
71,63,630 19,03,853
Period
Actual return on plan assets 6,56,288 2,82,534
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Actual return on plan assets 6,56,288 2,82,534
Expected return on plan assets 5,37,272 1,42,789
Actuarial gain/(Loss) 1,19,016 1,39,745
From:
From:
01/04/2016
01/04/2017 To:
Period To:
31/03/2018
31/03/2017
Actuarial gain/(Loss)-obligation 8,27,753 (4,84,332)
Actuarial gain/(Loss)-plan asset (1,19,016) (1,39,745)
Total Actuarial gain/(Loss) 7,08,737 6,24,077
Actuarial gain/(Loss) recognize 7,08,737 6,24,077
Outstanding actuarial gain/ (loss) at the end of the
0 0
period
Experience adjustment:
From: From:
Period 01/04/2017 To: 01/04/2016 To:
31/03/2018 31/03/2017
Experience Adjustment (Gain ) / loss for Plan
19,19,449
liabilities
Experience Adjustment Gain / (loss ) for Plan
1,19,016
assets
Summary of membership data at the date of valuation and statistics based thereon:
As on: As on:
Period
31/03/2018 31/03/2017
Number of employees 797 677
Total monthly salary 96,94,289 70,41,969
Average Past Service(Years) 2.8 2.8
Average Future Service (yr) 29.0 29.5
Benefits valued:
As on:
Period As on: 31/03/2018
31/03/2017
Sensitivity Analysis: Significant actuarial assumptions for the determination of the defined
benefit obligation are discount rate and expected salary increase rate. Effect of change in
mortality rate is negligible. Please note that the sensitivity analysis presented below may not
be representative of the actual change in the defined benefit obligation as it is unlikely that
the change in assumption would occur in isolation of one another as some of the assumptions
may be correlated. The results of sensitivity analysis are given below:
7. Following are the Income Tax and TDS demands pertaining to previous years for which
company has not made any provisions in the books.
Forum
Period to which
Name of the Amount where the
Nature of dues the amount
Statute (Rs.) dispute is
relates
pending
Income tax 3,38,000 A.Y.2011-12 ITAT
Income tax
Act, 1961
Income tax ITAT
Income tax 18,61,000 A.Y. 2013-14
Act, 1961
Income tax ITAT
Income tax 51,40,000 A.Y. 2014-15
Act, 1961
Income tax A.Y. 2013-14 to
TDS 35,335 ITAT
Act, 1961 2018-19
Basic earnings per share of Rs.10/- each (in Rs) 7.24 7.41
b. During the year following transactions were carried out with related parties in the
ordinary course of business and at Arms Length.
(Brackets figure are of previous year.)
Dev Information Technology Ltd. Annual Report 2017-18
Enterprise/
O/S
Key Relatives of
Nature Of Associate Balance as
Sr Managerial Key
Transactions Company on
No Personnel Management
31.3.2018
Personnel
Remuneration 90,52,384 25,00,000
1 N.A N.A
Paid (82,98,502) (26,19,606)
Nil Nil 2,70,000
2 Rent Paid N.A
(Nil) (Nil) (2,49,692)
Nil Nil 25,54,649
3 Loan Taken
( Nil) ( Nil ) (45,70,515)
Nil 20,15,864 Nil Nil
4 Loan Repaid
( Nil ) (56,20,000) (Nil) ( Nil )
25,55,291
Service Nil Nil
5 N.A
Charges Paid (17,42,36 (Nil) (Nil)
1)
Service 33,007
Nil Nil
6 Charges (1,45,286 N.A
(Nil) (Nil)
Received )
4,26,818 Nil
7 Interest Paid Nil (Nil) N.A
(9,61,926) ( Nil)
Interest 76,828 Nil Nil
8 N.A
Received (Nil) (Nil) (Nil)
Nil
Nil Nil
9 Sales (4,84,536 N.A
(Nil) ( Nil)
)
10. In the opinion of the Board, the Current Assets are approximately of the value stated if
realized in ordinary course of business. Provisions for known liabilities are adequate and
not excess of the amount reasonably necessary
Sr
Particular 2017-18 (Rs) 2016-17 (Rs)
No
1 Auditors remuneration 1,00,000 1,00,000
2 C.I.F. value of imported of capital goods NIL NIL
Remittance in Foreign Currency on account of
3 NIL NIL
dividend
4 Earning in Foreign Exchange 13,05,59,000 7,05,48,126
5 Expenditure in foreign currency
5.1 Foreign Traveling 9,55,188 9,38,175
5.2 Foreign Subscription NIL NIL
Figures of previous year has been regrouped or rearranged wherever necessary to make them
comparable with those of the current years as per our separate report of evedate
CO.
FOR CHANDULAL M SHAH & CO. FOR,FOR,
DEVDEV INFORMATION
INFORMATION TECHNOLOGY
TECHNOLOGY LTD.LTD.
CHARTERED ACCOUNTANTS
ACCOUNTANTS
FIRM REGN. NO. 101698W
101698W
BHARAT M ZINZUVADIA
PARTNER
BHARAT M ZINZUVADIA
MEMBERSHIP NO. 109606 PRANAV
JAIMINN. PANDYA
SHAH JAIMIN.J.
PRANAV SHAH
PANDYA
PARTNER (DIN:(DIN
00021744)
: 00021880) (DIN : 00021880)
(DIN : 00021744)
CHAIRMAN MANAGING DIRECTOR
MANAGING DIRECTOR CHAIRMAN
PLACE : AHMEDABAD
DATE : 29/05/2018
Note No. 2
Authorised
Issued
Equity Shares of Rs 10/- each 55,20,500 5,52,05,000 40,32,500 4,03,25,000
2017-18 2016-17
Dev Information Technology Ltd. Annual Report 2017-18
Particulars
Number Rs. Number Rs.
Note No. 3
As at 31 March As at 31 March
Reserves & Surplus 2018 2017
Rs Rs
Note No. 4
As at 31 March As at 31 March
Long Term Borrowings 2018 2017
Rs Rs
Secured
(a) Term loans
- Vehicle Loan from HDFC Bank & Axis Bank ** 34,86,813 53,08,898
(Against Hypothecation of Vehicles of Company,
Repayable in 36 to 60 Monthly Installment, Rate
of Interest 9.30 % to 10.54%
- The Kalupur commercial cop Bank Ltd ** 58,33,180 1,23,33,220
(Against Equitabale Mortgage of immovable
properties situtated at 14-Aaryans Corporate
Park , Shilaj Railway Crossing , Thaltej,
Ahmedabad & guaranteed by directors
Repayable in 84 monthly instalments starting
from 07-01-2012)
93,19,993 1,76,42,118
Unsecured
- From Directors 25,54,650 45,70,514
Note No. 5
As at 31 March As at 31 March
Deferred Tax (Assets)/Liabilities (Net) 2018 2017
Rs Rs
Note No. 6
As at 31 March As at 31 March
Other Long Term Liabilities 2018 2017
Rs Rs
Dev Information Technology Ltd. Annual Report 2017-18
- Security Deposit 13,68,572 37,47,823
Note No. 7
As at 31 March As at 31 March
Short Term Borrowings 2018 2017
Rs Rs
Secured
Loans repayable on demand
- The Kalupur Commercial Co-operative Bank Ltd - 25,57,500
(OD)**
(Secured against hypothecation of Fixed
Deposits)
Secured
- The Kalupur Commercial Co-operative Bank Ltd 7,08,35,793 4,19,66,273
**
(Secured against hypothecation of stock in
trade & book debts,and further guaranteed by
Director )
Unsecured
From Directors & Partners 18,91,922 4,13,854
** There is no default as on the balance sheet date in repayment of loans and interest.
Note No. 8
As at 31 March As at 31 March
Trade Payable 2018 2017
Rs Rs
Note No. 9
As at 31 March As at 31 March
Other Current Liabilities 2018 2017
Rs Rs
As at 31 March As at 31 March
Current maturities of long-term borrowings 2018 2017
Rs Rs
Note No. 10
As at 31 March As at 31 March
Short Term Provisions 2018 2017
Rs Rs
A Tangible Assets
Office Building 4,53,31,015 21,78,234 — 4,75,09,249 1,21,32,398 16,54,082 — 1,37,86,480 3,37,22,769 3,31,98,617
Furniture 1,04,20,406 33,78,042 — 1,37,98,448 50,42,760 16,77,407 — 67,20,166 70,78,281 53,77,646
Office Equipments 67,20,967 17,16,700 — 84,37,667 48,36,596 10,80,451 — 59,17,047 25,20,620 18,84,371
Computer 1,40,21,211 37,96,073 — 1,78,17,284 1,07,15,013 25,73,908 — 1,32,88,920 45,28,364 33,06,198
Vehicle 1,62,10,864 4,74,860 21,47,732 1,45,37,992 85,86,582 23,34,076 19,81,255 89,39,403 55,98,589 76,24,282
Plant & Machinery 3,78,000 3,96,130 — 7,74,130 48,553 63,333 — 1,11,886 6,62,244 3,29,447
Computer software — 3,27,796 — 3,27,796 — 12,840 — 12,840 3,14,957 —
Trademark 40,000 — — 40,000 460 10,232 — 10,692 29,308 39,540
Sub total 9,31,22,463 1,22,67,835 21,47,732 10,32,42,566 4,13,62,362 94,06,329 19,81,255 4,87,87,436 5,44,55,131 5,17,60,101
B Intangible Assets
Total 13,31,22,463 1,22,67,835 21,47,732 14,32,42,566 4,18,22,636 1,74,99,417 19,81,255 5,73,40,798 8,59,01,769 9,12,99,827
Prev. Year Figures 7,57,53,643 5,73,68,820 - 13,31,22,463 3,43,21,195 75,01,436 — 4,18,22,631 9,12,99,828 4,14,32,448
173
174
Note :12 F.Y. 2017-18
As at 31 March
As at 31 March 2018
Non - Current Investments 2017
Rs. Rs.
Other Investment
(a) Investment in Equity instruments 22,82,750 22,82,750
Total 22,82,750 22,82,750
If Answer
Subsidiary / Whether
to Column
Associate / JV/ Quoted / Partly Paid / stated at
Sr. No. Name of the Body Corporate No. of Shares / Units Extent of Holding (%) Amount (Rs.) (9) is 'No' -
Controlled Entity / Unquoted Fully paid Cost
Basis of
Others Yes / No
Valuation
1 Eq share of Digi Corp P.Ltd (Shares of Rs.10 Each) Others 700 700 Unquoted Fully Paid up - - 17,00,000 17,00,000 Yes N.A
2 Eq share of Anjani Infra P.Ltd (Shares of Rs.10 Each) Others 8,000 8,000 Unquoted Fully Paid up - - 80,000 80,000 Yes N.A
5 Eq Share Of GESIA IT Association Others 5 5 Unquoted Fully Paid up 100 100 Yes N.A
6 Ep Share of Kesari Nandan Co-op Housing Society (Shares of Rs.50 Each) Others 5 5 Unquoted Fully Paid up - - 250 250 Yes N.A
Total 30,30,350 30,30,350
Note No. 13
As at 31 March As at 31 March
Long Term Loans and Advances 2018 2017
Rs Rs
Note No. 14
As at 31 March As at 31 March
Inventories 2018 2017
Rs Rs
Note No. 15
As at 31 March As at 31 March
Trade Receivables 2018 2017
Rs Rs
Note No. 16
As at 31 March As at 31 March
Dev Information Technology Ltd.
CashAnnual Report
and cash 2017-18
equivalents 2018 2017
Rs Rs
Note No. 17
As at 31 March As at 31 March
Short-term loans and advances 2018 2017
Rs Rs
Note No. 18
2017-18 2016-17
Revenue from Operations
Rs Rs
Note No. 19
2017-18 2016-17
Other Income
Rs Rs
Note No. 20
2017-18 2016-17
Cost Of Goods & Services
Rs Rs
Note No. 21
Opening Stock
i)Products 21,51,078 32,15,308
ii)Projects in process 4,40,29,222 3,02,33,414
4,61,80,300 3,34,48,722
Less :
Closing Stock
i)Products 25,92,109 21,51,078
ii)Projects in process 6,29,22,258 4,40,29,222
Dev Information Technology Ltd. Annual Report 2017-18
6,55,14,367 4,61,80,300
Note No. 22
2017-18 2016-17
Employee Benefits Expenses
Rs Rs
Note No. 23
2017-18 2016-17
Finance Cost
Rs Rs
Note No. 24
2017-18 2016-17
Other Expenses
Rs Rs
ATTENDANCE SLIP
This attendance slip duly filled in is to be handed over at the entrance of the meeting hall.
Folio No *DP ID
No. of Shares *Client ID
I hereby record my presence at the 21ST ANNUAL GENERAL MEETING being at Block-12 Aaryans Corporate
Park, Nr. Shilaj Railway Crossing, Thaltej, Ahmedabad-380059, Gujarat, India on Saturday, 29th
September, 2018 at 4:00 P.M.
Notes:-
------------------------------------------------------------------------------------------------------------------------
DP ld/Ciient ld:______________________________________________________________________________
I/We, being the member(s) of________________________ shares of the above named Company,
hereby appoint
1. Name: ________________________________________________________________________________
Address: ______________________________________________________________________________
2. Name: ________________________________________________________________________________
Address: ______________________________________________________________________________
3. Name: ________________________________________________________________________________
Address: ______________________________________________________________________________
As my/our proxy to attend and vote (on a poll) for me/ us and my/our behalf at the 21st Annual General
Meeting of the Company, to be held on Saturday, the 29th day of September, 2018 at 04:00 p.m. at 12,
Aaryans Corporate Park Nr. Shilaj Railway Crossing, Thaltej Ahmedabad, Gujarat 380059 India and at
any adjournment thereof in respect of such resolutions as are indicated below:
ORDINARY BUSINESS
2 Declaration of Dividend @ 5%
Re-appointment of Mr. Pranav N. Pandya, as an Executive director,
3 retire by
rotation
Modification to the resolution related to appointment of Statutory
4 Auditors (M/s. Chandulal M. Shah & Co.), passed at 19th AGM held on
September 30th, 2016
SPECIAL BUSINESS
To extend the approval of Dev Information Technology Employee
5 Stock Option Plan — 2018 (‘ESOP 2018’ or ‘Plan’)
Signed this
Dev Information _______Ltd.
Technology dayAnnual
of ___________ 2018
Report 2017-18 Affix revenue
Stamp of not
less than Re. 1
Signature of Shareholder
Note:
1. This form of proxy in order to be effective should be duly completed deposited at the Registered Office of the
Company not less than 48 hours before the commencement of the Meeting.
2. A proxy need not be a member of the Company.
3. For, the resolutions, statement setting out material facts concerning items of Special business, please refer the
Notice convening 21st Annual General Meeting.
------------------------------------------------------------------------------------------------------------------------
SG HIGHWAY
Near Shilaj Baghban
Railway Crossing Party
Plot