DIGITAL ELECTRONICS LIMITED · Digital Electronics NOTICE is hereby given that the Annual General Meeting of the Members of held on Friday, 27 th September 2013 at 4 p.m Nariman Point,

Digital Electronics

DIGITAL ELECTRONICS LIMITED

A N N U A L R E P O R T


40th

A N N U A L R E P O R T

2012-2013

Digital Electronics

DIRECTORS

MR. KISHORE R. DALAL

MR. SUNIL K. DALAL

MRS. MAMTA S. DALAL

MRS. MAMTA A. MANGALDAS

MR. V. H. SHANBHAG

BANKERS

HDFC BANK LIMITED BRANCH

ICICI BANK

ROYAL BANK OF (FORMERLY KNOW AS ABN AMRO BANK)

AUDITORS

VASANI & THAKKAR

CHARTERED ACCOUNTANTS

3, RADHA APARTMENT, ANDHERI (E)

MUMBAI 069

COMPLIANCE

VIVEKANAND H. SHANBAG (till 20th May

& INVESTOR GRIEVENCE SUDHIR D SAWANT (W.E.F. 20th May

OFFICER

REGD.OFFICE

86 - JOLLY MAKER CHAMBER NO.II,

EIGHTH FLOOR, NARIMAN POINT,

MUMBAI 021

EMAIL

compliance@unidel

WEBSITE www.digitalelectronicsindia.com

MR. KISHORE R. DALAL

MR. SUNIL K. DALAL

MRS. MAMTA S. DALAL

MRS. MAMTA A. MANGALDAS

MR. V. H. SHANBHAG

HDFC BANK LIMITED - FORT BRANCH

ICICI BANK - ANDHERI BRANCH ROYAL BANK OF SCOTLAND- NARIMAN POINT BRANCH

(FORMERLY KNOW AS ABN AMRO BANK)

VASANI & THAKKAR CHARTERED

ACCOUNTANTS 3, RADHA APARTMENT, ANDHERI (E)

MUMBAI - 400

VIVEKANAND H. SHANBAG (till 20th May-2013) SUDHIR D SAWANT (W.E.F. 20th May-2013)

JOLLY MAKER CHAMBER NO.II, EIGHTH FLOOR, NARIMAN POINT, MUMBAI - 400

[email protected]

www.digitalelectronicsindia.com

NARIMAN POINT BRANCH

Digital Electronics

NOTICE is hereby given that the Annual General Meeting of the Members of

held on Friday, 27 th September 2013 at 4 p.m

Nariman Point, Mumbai - 400 021 to transact the following business

1. To receive, consider and adopt the Balance sheet as at 31

ended on that date together with the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Sunil Dalal

re-appointment.

3. To appoint a Director in place of Mrs. Mamta Dalal

for re-appointment.

4. To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual

General Meeting and to fix their remuneration.

By order of the Board of Directors,

For Digital Electronics Limited

Sd/-

Sunil K. Dalal

Director

Date: 28 th May 2013

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote at the

meeting instead of himself and the proxy need not be a member of the Company.

2. The proxy in order to be effective should be duly stamped, completed and signed and must be deposited at

the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid

meeting.

3. The register of members and share transfer books will remain cl

inclusive).

NOTICE is hereby given that the Annual General Meeting of the Members of DIGITAL ELECTRONICS LIMITED

Friday, 27 th September 2013 at 4 p.m. at the registered office of the Company at 86, Jolly Maker Chambers No. II,

to transact the following business :

To receive, consider and adopt the Balance sheet as at 31st March 2013 the Profit and Loss Account for the year

ended on that date together with the Reports of the Directors and Auditors thereon.

Mr. Sunil Dalal, who retires at this meeting, but being eligible offer herself for

Mrs. Mamta Dalal, who retires at this meeting, but being eligible offer himself

To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual

General Meeting and to fix their remuneration.

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote at the

meeting instead of himself and the proxy need not be a member of the Company.

effective should be duly stamped, completed and signed and must be deposited at


The register of members and share transfer books will remain closed from 24/09/2013 to 27

DIGITAL ELECTRONICS LIMITED will be

he registered office of the Company at 86, Jolly Maker Chambers No. II,

the Profit and Loss Account for the year

who retires at this meeting, but being eligible offer herself for

, who retires at this meeting, but being eligible offer himself

To appoint Auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote at the

effective should be duly stamped, completed and signed and must be deposited at


7/09/2013 (both days

Digital Electronics

To:

The Members of:

Digital Electronics Limited

Dear Members,

Your Directors have pleasure in presenting the 40

accounts of the Company for the year ended 31st

FINANCIAL RESULTS:

Total Revenue

Expenses

Earnings before Extraordinary Items, Interest, Tax and Depreciation (EBITDA)

Finance Cost

Depreciation and amortization Expenses

Other income

Profit (Loss) before extraordinary items and tax

Extraordinary items

Profit (Loss) before tax

Tax Expenses :-

Current tax

Deferred tax

Total Profit / (Loss) for the year

Dividend:

In view of the loss for the year, the Directors regret their inability to recommend any dividend to the

Fixed Deposits:

The Company has not invited or accepted any fixed deposit from the public pursuant to section 58A and 58 AA of the Companies

Act, 1956 during the year under review.

DIRECTORS’ REPORT

Your Directors have pleasure in presenting the 40th

Annual Report of the Company together with the audited statement of st March 2013.

31/03/2013

Earnings before Extraordinary Items, Interest, Tax and Depreciation (EBITDA)

Depreciation and amortization Expenses

6,065,414

(5,750,565)

197, 278

3,884,469

Profit (Loss) before extraordinary items and tax

(2,180,945)

31,169,140

(33,350,085)

(33,350,085)

In view of the loss for the year, the Directors regret their inability to recommend any dividend to the shareholders for the


Annual Report of the Company together with the audited statement of

31/03/2013 31/03/2012

---- ----

6,065,414

(5,750,565)

117,571

197, 278

3,884,469

7,611,993

(7,369,762)

(3,872,011)

----

242,231

23,520,713

(2,180,945)

31,169,140

(33,350,085)

----

----

(33,350,085)

(15,908,720)

50,271,381

(34,362,661)

----

(68,239)

(34,430,900)

shareholders for the year.


Digital Electronics

Directors:

In accordance with the provisions of Sections 255/256 of the Companies Act, 1956

Directors retire at the ensuing annual general meeting, they are eligible for re

re-appointment.

Compliance Certificate:

A Compliance Certificate as required under the proviso to sub

the Companies (Compliance Certificate) Rules, 2001 is attached to this report.

Other Information:

Information in accordance with provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of

Particulars in the report of Board of Directors) Rules, 1988:

a) Conservation of Energy and Technology absorption

measures, however, been taken to reduce energy consumption by using energy efficient computer terminals and by the purchase o

energy efficient equipment with latest technology. The Company

same to make the infrastructure more energy-efficient. The research and development of new services, designs, processes, and

methodologies are of prime concern to the Company, but the cost incurred

b) Foreign Exchange: There was no earning in foreign exchange and the foreign exchange out go was of Rs.

financial year.

c) Particulars of Employees:

There was no employee who was in receipt of remuneration over &

Companies Act, 1956 as such no statement is furnished under the said section.

Directors’ Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

a) The Directors state that the financial statements for the year ended are in full conformity with the requirements of the Generally

Accepted Accounting Principles (GAAP) and the accounting standards issued by the Institute of Chartered Accountants of India

till date.

b) The Directors accept the responsibility for the integrity and objectivity of these financial statements as reflected through the

consistent applicability of the accounting policies as well as for the estimates made and the judgment exercised relating to

not concluded to by the year-end. The Director believe that the financial statements reflect fairly the form and substance of the

transactions concluded and reasonably present the Company’s financial condition and true and fair view of the results of the

operations for the year and the state of affairs of the business as at the end of the financial year.

c) The Company has installed a computerized accounting system for maintenance of adequate accounting records. The periodic

internal checks and controls are observed to provide reasonable assurance that the established policies and the procedures of the

Company have been followed for safeguarding the assets of the Company and for preventing any form of fraud and other

irregularities thereto and subject to the inherent li

recognized as proper and sufficient in weighing the assurance provided by any system of internal controls.

d) The accounts have been prepared on going concern basis.

In accordance with the provisions of Sections 255/256 of the Companies Act, 1956 Mr. Sunil K. Dalal, and

Directors retire at the ensuing annual general meeting, they are eligible for re-appointment. The shareholders may consider their

A Compliance Certificate as required under the proviso to sub-section (1) of section 383A of the Companies Act, 1956 read with

the Companies (Compliance Certificate) Rules, 2001 is attached to this report.


Particulars in the report of Board of Directors) Rules, 1988:

Conservation of Energy and Technology absorption: The operations of your Company are not energy

measures, however, been taken to reduce energy consumption by using energy efficient computer terminals and by the purchase o

energy efficient equipment with latest technology. The Company constantly evaluates new technologies and makes use of the

efficient. The research and development of new services, designs, processes, and

methodologies are of prime concern to the Company, but the cost incurred is not material.

: There was no earning in foreign exchange and the foreign exchange out go was of Rs.

There was no employee who was in receipt of remuneration over & above the limits prescribed under section 217(2AA) of the

Companies Act, 1956 as such no statement is furnished under the said section.

Directors’ Responsibility Statement as per Section 217 (2AA) of the Companies Act, 1956

financial statements for the year ended are in full conformity with the requirements of the Generally


cept the responsibility for the integrity and objectivity of these financial statements as reflected through the

consistent applicability of the accounting policies as well as for the estimates made and the judgment exercised relating to

end. The Director believe that the financial statements reflect fairly the form and substance of the


for the year and the state of affairs of the business as at the end of the financial year.

The Company has installed a computerized accounting system for maintenance of adequate accounting records. The periodic

provide reasonable assurance that the established policies and the procedures of the


irregularities thereto and subject to the inherent limitations in any system, procedure and coverage thereof the same should be


The accounts have been prepared on going concern basis.

and Mrs. Mamta S. Dalal,

appointment. The shareholders may consider their

section (1) of section 383A of the Companies Act, 1956 read with


The operations of your Company are not energy-intensive. Adequate

measures, however, been taken to reduce energy consumption by using energy efficient computer terminals and by the purchase of

constantly evaluates new technologies and makes use of the

efficient. The research and development of new services, designs, processes, and

: There was no earning in foreign exchange and the foreign exchange out go was of Rs. 241,947/- during the

above the limits prescribed under section 217(2AA) of the

financial statements for the year ended are in full conformity with the requirements of the Generally


cept the responsibility for the integrity and objectivity of these financial statements as reflected through the

consistent applicability of the accounting policies as well as for the estimates made and the judgment exercised relating to matters

end. The Director believe that the financial statements reflect fairly the form and substance of the


The Company has installed a computerized accounting system for maintenance of adequate accounting records. The periodic

provide reasonable assurance that the established policies and the procedures of the


mitations in any system, procedure and coverage thereof the same should be


Digital Electronics

Auditors:

M/s Vasani & Thakkar, Chartered Accountants, Mumbai statutory auditors retire at the ensuing annual and they being eligible f

re-appointment, have accorded their consent to act as auditors, if re

Appreciation:

The Directors take the opportunity to express their gratitude for the support and cooperation your company has received from

various departments of Central and State Government, Bankers, Customers, Suppliers and Contractors of the company during the

year under review. In concluding this report, the Board acknowledges their deep sense of gratitude to the shareholders for the

confidence they have reposed in the Directors.

Place : Mumbai

Dated : 28/05/ 2013

M/s Vasani & Thakkar, Chartered Accountants, Mumbai statutory auditors retire at the ensuing annual and they being eligible f

appointment, have accorded their consent to act as auditors, if re-appointed by the shareholders.

The Directors take the opportunity to express their gratitude for the support and cooperation your company has received from


ar under review. In concluding this report, the Board acknowledges their deep sense of gratitude to the shareholders for the

On behalf of the Board of Directors

Sd/- Sd/-

SUNIL K. DALAL V H SHANBHAG

Director Director

M/s Vasani & Thakkar, Chartered Accountants, Mumbai statutory auditors retire at the ensuing annual and they being eligible for

The Directors take the opportunity to express their gratitude for the support and cooperation your company has received from the


ar under review. In concluding this report, the Board acknowledges their deep sense of gratitude to the shareholders for the

On behalf of the Board of Directors

V H SHANBHAG

Director Director

Digital Electronics

COMPLIANCE CERTIFICATE

CIN: U32109MH1973PTC016345

Nominal Capital Rs. 50,00,000/-

To,

The Members,

Digital Electronics Limited,

86, Jolly Maker Chambers No. II,

Nariman Point, Mumbai - 400021

We have examined the registers, records, books and papers of DIGITAL ELECTRONICS LIMITED, (the Company) as

required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the

provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on

st March, 2013 (financial year). In our opinion and to the best of our information and according to the examinations

carried out by us and explanations furnished to us by the co

the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure À’ to this certificate, as per the

provisions of the Act and the rules made there under

2. The Company has filed the forms and returns as stated in Annexure `B’ to this certificate, with the

Registrar of Companies, required under the Act and the rules made there under. The Company was

not required to file any forms and returns with the Regional Director, Central Government, Company

Law Board or other authorities under the Act and the rules made there under.

3. The Company is a Public Limited Company and its shares are listed on the Stock Exchange at

but trading in shares of the Company presently remains suspended.

4. The Board of Directors duly met 06 times

notices were given and the proceedings were properly recorded and signed in th

for the purpose :-

Quarter

April to June

July to September

October to December

January to March

5. The Company closed its Register of Members from 24 th September 2011 to 30 th September 2011 and

compliance of Section 154 of the Act was not made.

6. The Annual General Meeting for the financial year ended on 31/03/2012 was held on 28/09/2012 and the

resolutions passed thereat were recorded in Minutes Book maintained for the purpose.

COMPLIANCE CERTIFICATE



and Articles of Association of the Company for the financial year ended on

(financial year). In our opinion and to the best of our information and according to the examinations

carried out by us and explanations furnished to us by the company, its officers and agents, we certify that in respect of

The Company has kept and maintained all registers as stated in Annexure À’ to this certificate, as per the

provisions of the Act and the rules made there under and all entries therein have been duly recorded.

The Company has filed the forms and returns as stated in Annexure `B’ to this certificate, with the


d to file any forms and returns with the Regional Director, Central Government, Company

Law Board or other authorities under the Act and the rules made there under.

The Company is a Public Limited Company and its shares are listed on the Stock Exchange at

but trading in shares of the Company presently remains suspended.

times on dates indicated below, in respect of which meetings proper

notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained

Dates of Board Meetings

28/05/2012

08/08/2012

25/10/2012 : 10/11/2012 : 27/11/2012

28/01/2013

The Company closed its Register of Members from 24 th September 2011 to 30 th September 2011 and

compliance of Section 154 of the Act was not made.

The Annual General Meeting for the financial year ended on 31/03/2012 was held on 28/09/2012 and the

utions passed thereat were recorded in Minutes Book maintained for the purpose.



and Articles of Association of the Company for the financial year ended on 31

(financial year). In our opinion and to the best of our information and according to the examinations

mpany, its officers and agents, we certify that in respect of

The Company has kept and maintained all registers as stated in Annexure À’ to this certificate, as per the

and all entries therein have been duly recorded.

The Company has filed the forms and returns as stated in Annexure `B’ to this certificate, with the


d to file any forms and returns with the Regional Director, Central Government, Company

The Company is a Public Limited Company and its shares are listed on the Stock Exchange at Mumbai

on dates indicated below, in respect of which meetings proper

e Minutes Book maintained

The Company closed its Register of Members from 24 th September 2011 to 30 th September 2011 and

The Annual General Meeting for the financial year ended on 31/03/2012 was held on 28/09/2012 and the

Digital Electronics

7. No Extra Ordinary General Meeting of the shareholders was held during the financial year.

8. The Company has not made any loans to its directors and/or persons or firms referred to in Section 295 of the

Act,

9. The Company has not entered into any

Act during the year.

10. The Company has made requisite entries in the register maintained under section 301 of the Act.

11. As there were no instances falling within the purview of section 314 of the Act, the company was not required

to obtain any approvals from the Board, Members or Central

12. The Company has not issued any duplicate share certificates during the financial year.

13. The Company:

a) was not required to deliver any share certificates during the financial year as there was no allotment,

transfer/transmission of any securities during the financial year.

b) was not required to deposit any amount in a separate bank account for payment of dividend as no

dividend was declared during the financial year.

c) was not required to post any dividend warrants to i

the financial year.

d) did not have any amounts in unpaid dividend account, application money due for refund, matured

deposits, matured debentures and the interest accrued thereon which have remained unclaimed

unpaid for a period of seven years and were required to transfer to Investor Education and Protection

Fund.

e) complied with the requirements of section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. The appointments of direct

made. There was no appointment of additional directors or alternate directors or directors to fill casual

vacancies during the financial year.

15. The Company has not appointed Managing Director and the provisions of Section 269 read with S

of the Act were not attracted.

16. The Company has not appointed any sole

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board,

Regional Director, Registrar and/or such other authorities prescribed under the various provisions of the Act

during the financial year.

18. The Directors have disclosed their interest in other firms/companies by notices addressed to the Board of

Directors pursuant to the provisions of th

19. The Company has not issued any shares / debentures or other securities during the financial year.

20. The Company has not bought back any shares during the financial year.

No Extra Ordinary General Meeting of the shareholders was held during the financial year.

The Company has not made any loans to its directors and/or persons or firms referred to in Section 295 of the

into any transactions in respect of the matters specified in section 297 of the

ny has made requisite entries in the register maintained under section 301 of the Act.

As there were no instances falling within the purview of section 314 of the Act, the company was not required

to obtain any approvals from the Board, Members or Central Government during the financial year.

The Company has not issued any duplicate share certificates during the financial year.

was not required to deliver any share certificates during the financial year as there was no allotment,

ransmission of any securities during the financial year.

was not required to deposit any amount in a separate bank account for payment of dividend as no

dividend was declared during the financial year.

was not required to post any dividend warrants to its members as no dividend was declared during

did not have any amounts in unpaid dividend account, application money due for refund, matured

deposits, matured debentures and the interest accrued thereon which have remained unclaimed


complied with the requirements of section 217 of the Act.

The Board of Directors of the Company is duly constituted. The appointments of directors have been duly


The Company has not appointed Managing Director and the provisions of Section 269 read with S

The Company has not appointed any sole-selling agents during the financial year.

The Company was not required to obtain any approvals of the Central Government, Company Law Board,

nd/or such other authorities prescribed under the various provisions of the Act

The Directors have disclosed their interest in other firms/companies by notices addressed to the Board of

Directors pursuant to the provisions of the Act and the rules made there under.

The Company has not issued any shares / debentures or other securities during the financial year.

The Company has not bought back any shares during the financial year.

No Extra Ordinary General Meeting of the shareholders was held during the financial year.

The Company has not made any loans to its directors and/or persons or firms referred to in Section 295 of the

transactions in respect of the matters specified in section 297 of the

ny has made requisite entries in the register maintained under section 301 of the Act.

As there were no instances falling within the purview of section 314 of the Act, the company was not required

Government during the financial year.

was not required to deliver any share certificates during the financial year as there was no allotment,

was not required to deposit any amount in a separate bank account for payment of dividend as no

ts members as no dividend was declared during

did not have any amounts in unpaid dividend account, application money due for refund, matured

deposits, matured debentures and the interest accrued thereon which have remained unclaimed or


ors have been duly


The Company has not appointed Managing Director and the provisions of Section 269 read with Schedule XIII

The Company was not required to obtain any approvals of the Central Government, Company Law Board,

nd/or such other authorities prescribed under the various provisions of the Act

The Directors have disclosed their interest in other firms/companies by notices addressed to the Board of

The Company has not issued any shares / debentures or other securities during the financial year.

Digital Electronics

21. There was no redemption of any preference

22. There were no transactions/events necessitating the company to keep in abeyance rights to dividend, rights

shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited or accepted any public deposits and as such the provisions of Sections 58A and

58AA of the Act were not attracted.

24. The Company did not have any borrowing

the Act were not attracted.

25. The Company has made investments in shares/debentures of other bodies corporate in compliance with

provisions of section 372A of the Act. The Company has not made loans or given guarantees to other bodies

corporate.

26. The Company has not altered the provis

registered office from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the company

during the year under scrutiny

28. The Company has not altered the provisions of the Memorandum with respect to name of the company during

the year under scrutiny

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the compa

during the year under scrutiny.

30. The Company has not altered its Articles of Association during the financial year.

31. As informed by the Company, there was/were no prosecution(s) initiated against or show cause notice(s)

received by the company and no fines or penalties or any other punishment imposed on the company during

the financial year, for the offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Company has not deducted any contribution towards Provident Fund and the provisions of Section 418 of

the Act were not attracted.

MUMBAI

DATED: 28/05/2013

There was no redemption of any preference shares/debentures during the financial year

There were no transactions/events necessitating the company to keep in abeyance rights to dividend, rights

shares and bonus shares pending registration of transfer of shares.

cepted any public deposits and as such the provisions of Sections 58A and

borrowings during the financial year and the provisions of Section 293(1)

The Company has made investments in shares/debentures of other bodies corporate in compliance with


The Company has not altered the provisions of the Memorandum with respect to situation of the company’s

registered office from one state to another during the year under scrutiny.

The Company has not altered the provisions of the Memorandum with respect to the objects of the company

The Company has not altered the provisions of the Memorandum with respect to name of the company during

The Company has not altered the provisions of the Memorandum with respect to share capital of the compa

The Company has not altered its Articles of Association during the financial year.

As informed by the Company, there was/were no prosecution(s) initiated against or show cause notice(s)

fines or penalties or any other punishment imposed on the company during

the financial year, for the offences under the Act.

The Company has not received any money as security from its employees during the financial year.

contribution towards Provident Fund and the provisions of Section 418 of

COMPANY SECRETARIE

FCS 3407 = CP 1973

There were no transactions/events necessitating the company to keep in abeyance rights to dividend, rights

cepted any public deposits and as such the provisions of Sections 58A and

Section 293(1) (d) of

The Company has made investments in shares/debentures of other bodies corporate in compliance with


ions of the Memorandum with respect to situation of the company’s

The Company has not altered the provisions of the Memorandum with respect to the objects of the company

The Company has not altered the provisions of the Memorandum with respect to name of the company during

The Company has not altered the provisions of the Memorandum with respect to share capital of the company

As informed by the Company, there was/were no prosecution(s) initiated against or show cause notice(s)

fines or penalties or any other punishment imposed on the company during

The Company has not received any money as security from its employees during the financial year.

contribution towards Provident Fund and the provisions of Section 418 of

For APS & CO

COMPANY SECRETARIE

Sd/-

CS A.P.SOJ

PROPRIETOR

FCS 3407 = CP 1973

Digital Electronics

Annexure A

Registers as maintained by the Company

STATUTORY REGISTERS

Name of Register

Register of Charges

Register of Members

Minute Books of Board & General Meetings

Register of Contracts

Register of Directors

Register of Directors’ Shareholdings

Register of Investments/Loans/Guarantees

Annexure B

Forms and Returns as filed by the Company with the Registrar of Companies, Maharashtra during the financial year

ended on 31st

March 2013.

1. Form No. 20B with Annual Return made up to 28/09/2012 being the date of Annual General Meeting, filed on

10/11/2012 under Section 159 of the Act, vide SRN No.

2. Form No. 23AC-XBRL and Form No. 23ACA

31/03/2012, filed on 16/01/2013 under Section 220 of the Act, vide SRN No Q05947486 with normal filing

fees.

3. Form No. 66 with Compliance Certificate

2012 in terms of proviso to sub-section (1) of Section 383A of the Act read with the Rule 3 (2) of the

Companies (Compliance Certificate) Rules, 2001

filing fees including additional fees.

MUMBAI

DATED: 28/05/2013

Under Section

143

150

193

301

303

307

372A


made up to 28/09/2012 being the date of Annual General Meeting, filed on

under Section 159 of the Act, vide SRN No. P95432993 with normal fees.

XBRL and Form No. 23ACA-XBRL with copy of Annual Accounts for the Financial Year ended


with Compliance Certificate dated 28/05/2012 in respect of the financial year ended 31

section (1) of Section 383A of the Act read with the Rule 3 (2) of the

Companies (Compliance Certificate) Rules, 2001 filed on 20/11/2012, vide SRN No P97265367

COMPANY SECRETARIE

FCS 3407 = CP 1973


made up to 28/09/2012 being the date of Annual General Meeting, filed on

for the Financial Year ended


respect of the financial year ended 31st

March

section (1) of Section 383A of the Act read with the Rule 3 (2) of the

P97265367 with requisite

For APS & CO

MPANY SECRETARIE

Sd/-

CS A.P.SOJ

PROPRIETOR

FCS 3407 = CP 1973

Digital Electronics

To the Members of


Report on the Financial Statements

We have audited the accompanying financial statements

comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for

the year then ended, and a summary of significant accounting policies and other explanat

Management’s Responsibility for the Financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Comp

Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility

includes the design, implementation and maintenance of internal control relevant to the preparation a

presentation of the financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on o

in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 disclosures in the financial

statements. The procedures selected depend on the audito

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the Company’s preparation and fair

statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates

made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flow

AUDITORS’ REPORT

We have audited the accompanying financial statements of Digital Electronics Limited (“the Company”), which


the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial statements


financial position, financial performance and cash flows of the Company in accordance with the Accounting

section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility

includes the design, implementation and maintenance of internal control relevant to the preparation a


Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit



surance about whether the financial statements are free from material misstatement.


statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of


the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial



de by management, as well as evaluating the overall presentation of the financial statements.


of our information and according to the explanations given to us, the financial


conformity with the accounting principles generally accepted in India:

in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

of Digital Electronics Limited (“the Company”), which


ory information.


any in accordance with the Accounting

section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility

includes the design, implementation and maintenance of internal control relevant to the preparation and


ur audit. We conducted our audit




r’s judgment, including the assessment of the risks of


presentation of the financial



de by management, as well as evaluating the overall presentation of the financial statements.


of our information and according to the explanations given to us, the financial


in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

s for the year ended on that date.

Digital Electronics

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“theOrder”) issued by the Central

Government of India in terms of sub

a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge an

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 appears from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Fl

Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 o

Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and

taken on record by the Board of Directors, none of the directors is disqualified as on March 31,

2013, from being appointed as a direct

of the Companies Act, 1956.

PLACE : MUMBAI

DATED: 28-May-2013

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 (“theOrder”) issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure

a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:

we have obtained all the information and explanations which to the best of our knowledge an

belief were necessary for the purpose of our audit;

in our opinion proper books of account as required by law have been kept by the Company so

far as appears from our examination of those books

the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this

Report are in agreement with the books of account.

in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 o

on the basis of written representations received from the directors as on March 31, 2013, and


2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274

FOR VASANI & THAKKAR


Firm Regi no: 111296W

Sd/-

(R. N. VASANI)

PARTNER

M No. 12217

As required by the Companies (Auditor’s Report) Order, 2003 (“theOrder”) issued by the Central

the Act, we give in the Annexure

we have obtained all the information and explanations which to the best of our knowledge and

in our opinion proper books of account as required by law have been kept by the Company so

ow Statement dealt with by this

in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement

comply with the Accounting Standards referred to in subsection (3C) of section 211 of the

on the basis of written representations received from the directors as on March 31, 2013, and


section (1) of section 274

Digital Electronics

Annexure to Auditors’ Report

On the basis of such checks as we considered appropriate and according to the information and explanation given

to us during the course of our audit, we report that:

1. In respect of fixed assets:

(a) The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically

intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has

written of generator and we have been explain

it does not affect the going concern assumption.

2. In respect of inventories:

As explained to us, during the year no trading activity was carried out, and hence clause 4(ii) of the order

is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or

other parties covered in the register maintained under section 301 of the Companies Act, 1956.

1. According to the information and explanation give

secured or unsecured to companies, firm or other parties covered in the register maintained u/s 301

of the Act.

(e) According to the information and explanations given to us and on the basis of our examinati

books of account, the Company has not taken loans from companies, firms or other parties listed in the

register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not

applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an

adequate internal control procedure commensurate with the size of the company and the nature of its

business, for the purchase of fixed assets and payment f

major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.


our audit, we report that:

The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable

intervals; no material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, the company has

written of generator and we have been explained that it is not in existence with the company. However

does not affect the going concern assumption.


In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or


According to the information and explanation given to us, the company has not granted any loans,


According to the information and explanations given to us and on the basis of our examinati



In our opinion and according to the information and explanations given to us, there is generally an


business, for the purchase of fixed assets and payment for expenses. During the course of our audit, no



The company has maintained proper records showing full particulars including quantitative details

verified by the management at reasonable

c) In our opinion and according to the information and explanations given to us, the company has

ed that it is not in existence with the company. However


In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or


n to us, the company has not granted any loans,


According to the information and explanations given to us and on the basis of our examination of the



In our opinion and according to the information and explanations given to us, there is generally an


or expenses. During the course of our audit, no


Digital Electronics

5. In respect of the contracts or arrangements referred to in section 301 of the Companies

a) Based on the audit procedures applied by us and according to the information and explanations

provided by the management,

the Act have been entered in the register

b) As per information & explanations given to us and in our opinion, the transaction entered into by the

company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year

therefore requirement of reasonableness of transactions does not arises.

6. According to the information and explanations given to us, the Company has not accepted any

deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

Therefore, the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the

company.

7. In our opinion and as per information & explanations given by the management, t

internal audit system commensurate with its size and the na

8. As per information & explanation given by the management, maintenance of cost records has not been

prescribed by the Central Government under clause (d) of sub

9. In respect of statutory dues:

a) According to the records of the company, undi

Investor Education and Protection Fund, Employees’ State Insurance, Income

Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess, to the extent a

statutory dues have generally been regularly deposited with the appropriate authorities.

According to the information and explanations given to us there were no outstanding statutory

dues as on 31st of March, 2013 for a period of mo

payable.

b) According to the information and explanations given to us and as per the records of the

Company, the following dues of sales tax, income tax, wealth tax, service tax, customs duty,

excise duty and cess have not be deposited on account of some dispute or are partly deposited

under protest

In respect of the contracts or arrangements referred to in section 301 of the Companies

Based on the audit procedures applied by us and according to the information and explanations

provided by the management, the particulars of contracts or arrangements referred to in section 301 of

the Act have been entered in the register required to be maintained under that section.

As per information & explanations given to us and in our opinion, the transaction entered into by the


erefore requirement of reasonableness of transactions does not arises.

According to the information and explanations given to us, the Company has not accepted any


efore, the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the

s per information & explanations given by the management, t

internal audit system commensurate with its size and the nature of its business.

As per information & explanation given by the management, maintenance of cost records has not been

prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

According to the records of the company, undisputed statutory dues including

Investor Education and Protection Fund, Employees’ State Insurance, Income

Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess, to the extent applicable and any other



of March, 2013 for a period of more than six months from the date they became

According to the information and explanations given to us and as per the records of the


s have not be deposited on account of some dispute or are partly deposited

In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956.

Based on the audit procedures applied by us and according to the information and explanations

the particulars of contracts or arrangements referred to in section 301 of

required to be maintained under that section.

As per information & explanations given to us and in our opinion, the transaction entered into by the


According to the information and explanations given to us, the Company has not accepted any


efore, the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the

s per information & explanations given by the management, the Company has an

As per information & explanation given by the management, maintenance of cost records has not been

section (1) of section 209 of the Act.

sputed statutory dues including Provident Fund,

Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax,

pplicable and any other



re than six months from the date they became

According to the information and explanations given to us and as per the records of the


s have not be deposited on account of some dispute or are partly deposited

Digital Electronics

Sr

No

Period to

which

relates

Name of

the Statute

1 AY 2005-06 Income Tax Income tax

2 AY 2007-08 Income Tax Income tax

3 AY 2007-08 Income Tax Income tax [Penalty

U/s 271 (1C)]

10. The Company does not have any accumulated loss and has incurred cash loss during the financial year

covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the

management, we are of the opinion that, the Company has not defaulted in repayment of dues

to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans

and advances on the basis of security by way of pledge of shares, debentures and other

securities.

13. The Company is not a chit fund or a

of this clause of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to

the Company.

14. According to the information and explanations given to us the Company is

trading in shares, securities, debentures and other investments. The company has invested

surplus funds in marketable securities and mutual funds. According to the information and

explanations given to us proper records have been maintained

and contracts and timely entries have been made therein. The marketable securities and mutual

fund have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has n

guarantee for loan taken by others from a bank or financial institutions.

Nature of the dues

Amount

(Rs.)

Forum where

dispute is

pending

Income tax 39,85,596 High Court

Income tax 93,43,650 ITAT

Income tax [Penalty

U/s 271 (1C)]

70,93,850 CIT(A)

The Company does not have any accumulated loss and has incurred cash loss during the financial year

our audit and in the immediately preceding financial year.

Based on our audit procedures and on the information and explanations given by the


ution, bank or debenture holders.

According to the information and explanations given to us, the Company has not granted loans


und or a nidhi /mutual benefit fund/society. Therefore, the provision


According to the information and explanations given to us the Company is



explanations given to us proper records have been maintained of the transactions funds have


fund have been held by the company in its own name.

According to the information and explanations given to us, the Company has n

guarantee for loan taken by others from a bank or financial institutions.

Forum where

dispute is

pending

The Company does not have any accumulated loss and has incurred cash loss during the financial year

Based on our audit procedures and on the information and explanations given by the


According to the information and explanations given to us, the Company has not granted loans


mutual benefit fund/society. Therefore, the provision


According to the information and explanations given to us the Company is not dealing or



of the transactions funds have


According to the information and explanations given to us, the Company has not given any

Digital Electronics

16. Based on our audit procedures and on the information given by the management, we report

that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the

Balance Sheet of the Company as at 31

term basis have been used for long

18. Based on the audit procedures performed and the information and explanations given to us by

the management, we report that the Company has not made any preferential allotment of

shares during the year.

19. The Company has no outstanding debentures during the

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we

report that no fraud on or by the Company has been noticed or

have we been informed of such case by the management.

PLACE : MUMBAI

DATED: 28-May-2013

Based on our audit procedures and on the information given by the management, we report

that the company has not raised any term loans during the year.

Based on the information and explanations given to us and on an overall examination of the

Balance Sheet of the Company as at 31st

March, 2013, we report that no funds raised on short

term basis have been used for long-term investment by the Company.

Based on the audit procedures performed and the information and explanations given to us by


The Company has no outstanding debentures during the period under audit.

The Company has not raised any money by public issue during the year.

Based on the audit procedures performed and the information and explanations given to us, we

report that no fraud on or by the Company has been noticed or reported during the year, nor

have we been informed of such case by the management.




Sd/-

(R. N. VASANI)

PARTNER

M No. 12217

Based on our audit procedures and on the information given by the management, we report

Based on the information and explanations given to us and on an overall examination of the

March, 2013, we report that no funds raised on short-

Based on the audit procedures performed and the information and explanations given to us by


period under audit.

Based on the audit procedures performed and the information and explanations given to us, we

reported during the year, nor

Digital Electronics

Balance Sheet as at March 31, 2013

Particulars

A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital

(b) Reserves and surplus

2 Current liabilities

(a) Trade payables

(b) Other current liabilities

(c) Short-term provisions

B ASSETS

1 Non-current assets

(a) Fixed assets

(i) Tangible assets

(b) Non-current investments

(c) Deferred tax assets (Net)

(d) Long-term loans and advances

2 Current assets

(a) Current investments

(b) Cash and cash equivalents

(c) Other current assets

See accompanying notes forming parts of the financial

statements




Sd/-

(R. N. VASANI)

Partner

M. No. 12217

Place : Mumbai

Date : 28-May-2013

Note 31-Mar-13

Rs.

2 2,376,000

3 173,509,704

175,885,704

4 1,375,355

5 1,016,631

6 49,863

2,441,849

TOTAL 178,327,554

7 1,621,875

7,200,506

8,822,381

8 95,712,337

136,283

9 5,249,137

109,920,138

10 67,642,183

11 711,681

12 53,553

68,407,416

TOTAL 178,327,554

See accompanying notes forming parts of the financial

For and on behalf of board of directors

Sd/- Sd/-

Sunil Dalal Mamta Dalal

Director Director Director

31-Mar-12

Rs.

2,376,000 2,376,000

173,509,704 206,859,789

175,885,704 209,235,789

1,375,355 1,593,688

1,016,631 31,770

49,863 49,863

2,441,849 1,675,321

178,327,554 210,911,110

1,621,875 1,876,184

7,200,506 -

8,822,381 1,876,184

95,712,337 132,512,261

136,283 136,283

5,249,137 5,448,216

109,920,138 139,972,944

67,642,183 70,000,000

711,681 778,084

53,553 160,082

68,407,416 70,938,167

178,327,554 210,911,110


Sd/-

V.H.Shanbhag

Director Director

Digital Electronics

DIGITAL ELECTRONICS LIMITED Statement of Profit and Loss for the year ended 31

Particulars

1 Revenue from operations 2 Other Income

3 Total revenue (1+2)

4 Expenses (a) Finance Cost

(b) Depreciation and amortisation Expenses (c) Other expenses

Total expenses

5 Profit / (Loss) before exceptional and extraordinary

items and tax (3-4)

6 Extraordinary items

7 Profit / (Loss) before tax (5-6)

8 Tax expense: (a) Current tax

(b) Deferred tax

9 Profit / (Loss) for the year (7-8)

10 Earnings per share (of ` 100/- each):

(a) Basic (b) Diluted

See accompanying notes forming part of the

financial statements




Sd/-

(R. N. VASANI)

Partner

M. No. 12217

Place : Mumbai

Date : 28-May-2013

Statement of Profit and Loss for the year ended 31-March-2013

Note

31-Mar-13

Rs.

-

13 3,884,469

3,884,469

14 117,571

Expenses 7 197,278 15 5,750,565

6,065,414

Profit / (Loss) before exceptional and extraordinary (2,180,945)

16 31,169,140

(33,350,085)

-

-

-

(33,350,085)

each):

(140) (140)

notes forming part of the


Sd/- Sd/-



31-Mar-12

Rs.

-

23,520,713

23,520,713

-

242,231 7,369,762

7,611,993

15,908,720

50,271,381

(34,362,661)

-

(68,239)

(68,239)

(34,430,900)

(145) (145)


Sd/-

V.H.Shanbhag

Director Director

Digital Electronics

1. Significant Accounting Policies

I. AS-1 Disclosures of Accounting Policies

Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention in accordance with the

accounting standards issued by the Institute of Chartered Accountants of India and the provisions of the

Companies Act, 1956.

The preparation of the accounts, in conformity with generally accepted principles, requires that the

management of the company makes estimates and assumption that affect the reported amounts of income

& expenses of the period, reported

liabilities as of that date of the accounts.

All Significant items of income and expenditure are accounted on accrual basis except for claims/refunds

which are not ascertainable with reasonable accuracy, are accounted on cash basis.

II. AS-3 Cash flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects

of transactions of a non-cash nature and any deferrals or accru

payments. The cash flows from regular revenue generating, investing and financing activities of the company

are segregated.

III. AS-5 Net Profit / (Loss) for the period, prior period items and changes in accounting polic

All items of income & expenses, which are recognized in a period, are included in the determination of net

profit or loss for the period. This includes items and the effect of changes in accounting estimates.

The net profit or loss for the period com

face of the statement of profit and loss:

(a) Profit or loss from ordinary activities; and

(b) Exceptional and Extra-ordinary items.

IV. AS-6 Depreciation Accounting

Depreciation on fixed assets is provided on the written down value of the assets at the rates prescribed

under Schedule XIV of The Companies Act, 1956.

Depreciation on addition to fixed assets is provided pro

sale/deduction from fixed assets is provided for up to the date of sale, deduction or discernment as the case

may be.

Assets costing Rs. 5,000/- or below are depreciated in full in year of its acquisition.

Significant Accounting Policies

1 Disclosures of Accounting Policies

Basis of Preparation of Financial Statements





& expenses of the period, reported balance of assets & liabilities & disclosure relating to contingent assets &

liabilities as of that date of the accounts.


e with reasonable accuracy, are accounted on cash basis.


cash nature and any deferrals or accruals of past or future cash receipts or


5 Net Profit / (Loss) for the period, prior period items and changes in accounting polic



The net profit or loss for the period comprises the following components, each of which is disclosed on the

face of the statement of profit and loss:

(a) Profit or loss from ordinary activities; and

ordinary items.

assets is provided on the written down value of the assets at the rates prescribed

under Schedule XIV of The Companies Act, 1956.

Depreciation on addition to fixed assets is provided pro-rata from the date of capitalization. Depreciation on

deduction from fixed assets is provided for up to the date of sale, deduction or discernment as the case

or below are depreciated in full in year of its acquisition.





balance of assets & liabilities & disclosure relating to contingent assets &



als of past or future cash receipts or


5 Net Profit / (Loss) for the period, prior period items and changes in accounting policies



prises the following components, each of which is disclosed on the

assets is provided on the written down value of the assets at the rates prescribed

rata from the date of capitalization. Depreciation on

deduction from fixed assets is provided for up to the date of sale, deduction or discernment as the case

Digital Electronics

V. AS-9 Revenue recognition

a. Dividend income is recognised when shareholders’ right to receive payment is establish by the balance

sheet date.

b. Interest income is recognized on the time proportionate basis.

VI. AS-10 Fixed Assets

Fixed Assets are stated at historical cost, less accumulated depreciation.

Historical cost includes original cost of acquisition or revaluation cost and incidental expenses related to such

acquisition and installation.

During the year under review, the Company has entered in to a memorandum of Understanding with one of

the Directors Mrs Shreya K. Dalal for developing a Managerial Training Center at Alibaug. The work is not

completed, hence the same expenses are shown as work in progress in the Balance Sheet and accordingly no

depreciation is charged on the same.

VII. AS-11 Effects of changes in Foreign Exchange Rates

The Company has recorded the transactions denominated in foreign currency at the exchange rate prevailing

at the date of the transaction.

VIII. AS-13 Investments

Trade investments are the investments made to enhance the company’s business interest. Investmen

either classified as current or long term based on the managements intention at the time of purchase.

Current investments are carried at the lower of cost and fair value. Long term investments are carried at cost

and provisions recorded to recognize

investment.

Cost includes original cost of acquisition, brokerage and stamp duty.

IX. AS-15 Employee’s Benefits

From 31st March, 2008 all the employees of the company have resigned, hence no

actually payable, are made in the books of accounts towards retirement benefits of employees.

X. AS- 17 Segment Reporting

During the year under review there is no specific business activities carried out by the company and hence

the clause relating to segment reporting is not applicable.

XI. AS-18 Related Party Disclosure

Disclosure in respect of related party transaction purs

of Chartered Accountants of India for the year ended.

recognised when shareholders’ right to receive payment is establish by the balance

Interest income is recognized on the time proportionate basis.

Fixed Assets are stated at historical cost, less accumulated depreciation.



ectors Mrs Shreya K. Dalal for developing a Managerial Training Center at Alibaug. The work is not


on the same.

ffects of changes in Foreign Exchange Rates


Trade investments are the investments made to enhance the company’s business interest. Investmen



and provisions recorded to recognize any decline, other than temporary, in the carrying value of each

Cost includes original cost of acquisition, brokerage and stamp duty.

March, 2008 all the employees of the company have resigned, hence no provisions, except those



the clause relating to segment reporting is not applicable.

Disclosure in respect of related party transaction pursuant to Accounting Standard 18 issued by The Institute

of Chartered Accountants of India for the year ended.

recognised when shareholders’ right to receive payment is establish by the balance



ectors Mrs Shreya K. Dalal for developing a Managerial Training Center at Alibaug. The work is not



Trade investments are the investments made to enhance the company’s business interest. Investments are



any decline, other than temporary, in the carrying value of each

provisions, except those



uant to Accounting Standard 18 issued by The Institute

Digital Electronics

List of Related Parties

Group entities

Key Management Personnel (KMP)

Transactions with related parties:

Nature of Transaction

Income

OFCD Interest received

SoftDEL Systems Pvt. Ltd

Outstanding Payable balance as on

March 31, 2013

UniDEL Advisors Pvt Ltd

Outstanding Receivable balance as

on March 31, 2013

SoftDEL Systems Pvt Ltd

Note: Figures in brackets are for the previous year

XII. AS-20 Earning Per Share:

In determining earning per share, the company considers the net profit after tax and includes the post tax

effect of any extra ordinary / exceptional item. The number o

share is the weighted average number of shares outstanding during the period. The number of shares used

in computing diluted earnings per share comprises the weighted average shares consider for deriving basic

earning per share, and also the weighted average number of equity shares that could have been issued on

the conversion of all diluted potential equity shares. The diluted potential equity shares are adjusted for the

proceeds receivable, had the shares been

outstanding shares). Diluted potential equity shares are deemed converted as of the beginning of the period,

unless issued at the later date. The number of shares and potentially diluted equit

any stock splits and bonus shares issues affected prior to the approval of the financial statements by the

board of directors.

SoftDEL Systems Pvt. Ltd.

UniDEL Advisors Pvt. Ltd.

Asset Vantage Systems Pvt. Ltd.

Rasiklal Maneklal Capital Advisors Pvt. Ltd.

Spring Consultants

Kimasu Investments

Sumaki Investments

Key Management Personnel (KMP) Mr. Kishore R. Dalal, Director

Mr. Sunil K. Dalal, Director

Associate KMP Total

6,02,961

(4,13,838)

-

-

6,02,961

(4,13,838)

Outstanding Payable balance as on

61,560

( - )

-

-

61,560

( -)

Outstanding Receivable balance as

_

(1,34,647)

-

-

(1,34,647)

Figures in brackets are for the previous year


effect of any extra ordinary / exceptional item. The number of shares used in computing basic earning per



arning per share, and also the weighted average number of equity shares that could have been issued on


proceeds receivable, had the shares been actually issued at fair value (i.e. the average market value of


unless issued at the later date. The number of shares and potentially diluted equity shares are adjusted for


6,02,961

(4,13,838)

61,560

)

_

(1,34,647)


f shares used in computing basic earning per



arning per share, and also the weighted average number of equity shares that could have been issued on


actually issued at fair value (i.e. the average market value of


y shares are adjusted for


Digital Electronics

Earnings per share is computed in accordance with Accounting Standard 20.

Particulars

Weighted average number of shares (A)

Net Profit after tax for the year excluding extraordinary

items (B)

Basic / Diluted EPS (B/A)

XIII. AS- 22 Deferred Tax Assets / (Liability):

Deferred tax expenses or benefits is recognized on timing differences being the difference between taxable

incomes and accounting income that originates in one period and are capable of reversal in one or more

subsequent periods. Deferred tax assets & lia

been enacted or substantively enacted by the balance sheet date. Deferred tax charges/credits have not

been recognized in view of unabsorbed depreciation and brought forward losses on conside

prudence. Deferred Tax asset is recognized and carried forward only to the extent that there is a virtual

certainty that the asset will be realized in future.

XIV. AS - 28 Impairment of Assets:

The management periodically accesses, using internal

may be impaired. An impairment occurs where the carrying value exceed the present value of future cash

flows expected to arise from the continuing use of assets and its eventual disposal. The impairmen

be expensed is determined as the excess of carrying amount over the higher of the assets net sales price or

present value as determined above.

XV. AS - 29 Provision, Contingent Liability and Contingent Assets:

Provision are recognized for liabilities that can be measured only by using a substantial degree of estimation

if,

a. The company has a present obligation as a result of past events

b. The probable outflow of resources is expected to settle the obligation

c. The amount of obligation can be reliably estimated.

Contingent liability is disclosed in case of

a. Present obligation arising out of past event, when it is not probable that an outflow of resources will be

required to settle obligation.

b. A possible obligation, when the probability of outflow of resources is remote

Contingent liability not provided for:

1. Disputed arrears towards society maintenance Rs.14.63 Lacs (previous year Rs 10.52 lacs)

2. Contracts remaining to be executed on capital and current account and

Year Nil).

3. Liabilities to Encad Inc. for suit filed against company for compensation. Amount is unascertainable.

Contingent assets are neither recognized nor disclosed. Provisions, contingent liabilities and contingent

assets are reviewed on each balance sheet date.

Earnings per share is computed in accordance with Accounting Standard 20.

Particulars 31-Mar-13

Weighted average number of shares (A) 237,600

Net Profit after tax for the year excluding extraordinary (3,33,50,085)

(140.36)

22 Deferred Tax Assets / (Liability):



subsequent periods. Deferred tax assets & liabilities are measured using the tax rates and tax laws that have


been recognized in view of unabsorbed depreciation and brought forward losses on conside


certainty that the asset will be realized in future.

The management periodically accesses, using internal sources, whether there is an indication that an asset


flows expected to arise from the continuing use of assets and its eventual disposal. The impairmen


present value as determined above.

29 Provision, Contingent Liability and Contingent Assets:


The company has a present obligation as a result of past events

The probable outflow of resources is expected to settle the obligation

mount of obligation can be reliably estimated.

Contingent liability is disclosed in case of

Present obligation arising out of past event, when it is not probable that an outflow of resources will be

when the probability of outflow of resources is remote

Contingent liability not provided for:

Disputed arrears towards society maintenance Rs.14.63 Lacs (previous year Rs 10.52 lacs)

Contracts remaining to be executed on capital and current account and not provided for Nil (Previous

Liabilities to Encad Inc. for suit filed against company for compensation. Amount is unascertainable.


s are reviewed on each balance sheet date.

31-Mar-12

237,600

(3,44,30,900)

(144.91)



bilities are measured using the tax rates and tax laws that have


been recognized in view of unabsorbed depreciation and brought forward losses on considerations of


sources, whether there is an indication that an asset


flows expected to arise from the continuing use of assets and its eventual disposal. The impairment loss to



Present obligation arising out of past event, when it is not probable that an outflow of resources will be

Disputed arrears towards society maintenance Rs.14.63 Lacs (previous year Rs 10.52 lacs)

not provided for Nil (Previous

Liabilities to Encad Inc. for suit filed against company for compensation. Amount is unascertainable.


Digital Electronics

Note 2: Share capital

Particulars

Authorised

Equity shares of Rs.10 each with voting rights

Issued, Subscribed and paid up

Equity shares of Rs. 10 each with voting rights, fully

paid

Total

Reconciliation of no. of Shares

Opening Share Capital

Fresh issued during the year

Closing Share Capital

Name of shareholders holding more than 5%

shares

Equity shares with voting rights

Kishore Rasiklal Dalal

Nirmala Rasiklal Dalal

Sunil Kishore Dalal

Shreya Kishore Dalal

Central Bank of India

Note 3: Reserves and surplus

Particulars

Capital reserve

Opening balance

Add: Additions during the year

Closing balance

General reserve

Opening balance

Add: Transferred from surplus in Statement of Profit and Loss

Closing balance

Surplus / (Deficit) in Statement of Profit and Loss

Opening balance

Add: Profit / (Loss) for the year

Closing balance

Total

31-Mar-13

No. Rs. No.

Equity shares of Rs.10 each with voting rights 500,000 5,000,000 500,000

Equity shares of Rs. 10 each with voting rights, fully

237,600

2,376,000 237,600

237,600 2,376,000 237,600

31-Mar-13

No. Rs. No.

237,600 2,376,000 237,600

- -

237,600 2,376,000 237,600

than 5% 31-Mar-13

No % Holding No

136,825 57.59% 136,825

- 0.00% 25,670

35,450 14.92%

34,200 14.39% 34,200

20,675 8.70% 20,675

31-Mar-13

Rs.

82,730,368

-

82,730,368

2,478,027

Add: Transferred from surplus in Statement of Profit and Loss -

2,478,027

Surplus / (Deficit) in Statement of Profit and Loss

121,651,394

(33,350,085)

88,301,309

173,509,704

31-Mar-12

No. Rs.

500,000 5,000,000

237,600

2,376,000

237,600 2,376,000

31-Mar-12

No. Rs.

237,600 2,376,000

- -

237,600 2,376,000

31-Mar-12

No % Holding

136,825 57.59%

25,670 10.80%

9,630 4.05%

34,200 14.39%

20,675 8.70%

31-Mar-12

Rs.

82,730,368

-

82,730,368

2,478,027

-

2,478,027

156,082,294

(34,430,900)

121,651,394

206,859,789

Digital Electronics

Note 4: Trade payables

Particulars

Other than Acceptances

Total

Note 5: Other current liabilities

Particulars

Statutory dues payable

Contractually reimbursable expenses

Total

Note 6: Short-term provisions

Particulars

Provision for bonus

Total

Note 8: Non-current investments

Particulars

Unquoted Non Trade investments

Investment in equity shares:

Of Subsidiaries

Others

SoftDEL Systems Limited (Rs. 10/- each, fully paid)

UNIDEL Advisors Pvt Ltd (Rs. 10/- each ,fully paid)

Investment in debentures or bonds:

SoftDEL Systems Limited (Optionally Fully

Convertible Debentures of Rs. 10/- each, fully Paid)

Nabard Bhavishya Nirman Bond

Nabard Bhavishya Nirman Bond

Other non-current investments:

Total - Other investments

Less: Provision for diminution in value of

investments

Total

31-Mar-13

Rs.

1,375,355

1,375,355

31-Mar-13

Rs.

54,548

962,083

1,016,631

31-Mar-13

Rs.

49,863

49,863

31-Mar-13

No. Rs. No.

- - -

- -

-

- -

each, fully paid)

- - 1,025,804

each ,fully paid) 867 82,745,613

each, fully Paid)

-

- 500,000

571

5,000,533

847

7,966,191

-

95,712,337

-

95,712,337

31-Mar-12

Rs.

1,593,688

1,593,688

31-Mar-12

Rs.

31,770

-

31,770

31-Mar-12

Rs.

49,863

49,863

31-Mar-12

No. Rs.

-

-

-

1,025,804

31,799,924

867

82,745,613

500,000

5,000,000

571

5,000,533

847

7,966,191

-

132,512,261

-

132,512,261

Digital Electronics

Note 7: Fixed assets

Tangible

assets

Gross block

01-Apr-12 Additions Disposals

Rs Rs Rs

1 Buildings 3,050,860 -

2 Plant and

Equipment

1,143,347 - 364,000

3 Furniture and

Fixtures

374,101 9,731.00

4 Office

equipment

1,230,439 -

5 Computers 1,081,392 -

Total 6,880,139 9,731 364,000

Previous year 6,880,139 -

Accumulated Depreciation

Disposals 31-Mar-13 01-Apr-12 Depr for the

year

Reversal on

disposal

Rs Rs Rs Rs

- 3,050,860 2,171,992 43,943

364,000 779,347 791,455 43,958 297,237

- 383,832 235,372 25,163

- 1,230,439 776,386 63,159

- 1,081,392 1,028,749 21,055

364,000 6,525,870 5,003,955 197,278 297,237

- 6,880,139 4,761,724 242,231 -

Accumulated Depreciation Net Asset Value

Reversal on

31-Mar-13 31-Mar-13 31-Mar

Rs Rs Rs

- 2,215,935 834,925 878,868

297,237 538,176 241,171 351,892

- 260,535 123,297 138,729

- 839,545 390,894 454,053

- 1,049,804 31,588 52,643

297,237 4,903,995 1,621,875 1,876,183

- 5,003,955 1,876,183 2,118,414

Digital Electronics

Note 9: Long-term loans and advances

Particulars

Unsecured, considered good

Security deposits

Loans and advances to employees

Loans and advances to others

Advance income tax

{net of provisions Rs. 25,922,000 (As at 31 March, 2001 Rs. 25,922,000)}

Total

Note 10: Current investments

Particulars

Investment in equity instruments (refer to note 10.1)

in mutual funds ( refer to note 10.1)

Less: Provision for diminution in value of investments

Total

Aggregate amount of quoted investments

Aggregate market value of listed and quoted investments

Note 10.1 Details of Investments

Details of current investments in mutual fund quoted as at March 31, 2013 is as follows

Particulars

DSP Blackrock- FMP Series

IDFC FMP 365 days

IDFC FMP Quarterly Series 71

IDFC FMP Quarterly Series 70

UTI FMP 366 days

UTI FMP

HDFC FMP 92D March-2012 (1)

SBIMF -SDFS 90 days

SBIMF -SDFS 366 days

SBI Magnum Insta Cash Fund Daily Div

Birla Sun Life Cash management Daily Div Reinvest

UTI Treasury Adavtage fund Daily Div reinvest

HDFC Cash Management Fund Saving Plus Plan Wh

Weekly Dividend

HDFC CMF Tre Adv Ret WK Div

31-Mar-13

Rs.

825,800

-

-

{net of provisions Rs. 25,922,000 (As at 31 March, 2001 Rs. 25,922,000)}

4,423,337

5,249,137

31-Mar-13

Rs.

Investment in equity instruments (refer to note 10.1) -

67,642,183

67,642,183

diminution in value of investments -

67,642,183

67,642,183

quoted investments 70,042,208

Details of current investments in mutual fund quoted as at March 31, 2013 is as follows

31-Mar-13

No. Rs.

- 11,250,000

- 1,250,000

- - 1,000,000

- - 3,000,000

- 1,250,000

- - 1,000,000

- - 1,000,000

- - 1,000,000

- 10,003,841

- 1,307,908

Birla Sun Life Cash management Daily Div Reinvest - 5,234,278

fund Daily Div reinvest - 10,537,247

HDFC Cash Management Fund Saving Plus Plan Wh- - 5,733,907

- 11,075,001

- 67,642,183 7,000,000

31-Mar-12

Rs.

825,800

261,750

-

4,360,666

5,448,216

31-Mar-12

Rs.

-

70,000,000

70,000,000

-

70,000,000

70,000,000

70,397,200

31-Mar-12

No. Rs.

- -

- -

,000,000 10,000,000

3,000,000 30,000,000

- -

1,000,000 10,000,000

1,000,000 10,000,000

1,000,000 10,000,000

- -

- -

- -

- -

- -

- -

7,000,000 70,000,000

Digital Electronics

Note 11: Cash and Bank Balance

Particulars

Cash on hand

Balances with banks

In current accounts

In deposit accounts

Total

Note 12: Other current assets

Particulars

Interest accrued on deposits

Interest accrued on investments

Prepaid Expenses

Contractually reimbursable expenses

Total

Note 13: Other income

Particulars

Interest from banks on:

deposits

Interest on loans and advances

Interest income from long term investments

associates

others

Dividend income from Current investments

from current investments

Net gain on sale of:

current investments

Adjustments to the carrying amount of investments

reversal of reduction in the carrying amount of:

current investments

Other non-operating income

Sundry Balances writte back

Misc. Income

Total

Note 14: Finance Cost

Particulars

Interest on Loan

Financial Charges

Total

31-Mar-13

Rs.

188,358

76,527

446,795

711,681

31-Mar-13

Rs.

-

-

53,553

-

53,553

31-Mar-13

Rs.

23,734

-

Interest income from long term investments

602,961

-

Dividend income from Current investments

3,246,621

11,153

Adjustments to the carrying amount of investments -

reversal of reduction in the carrying amount of:

-

-

3,884,469

Rs.

Rs.

115,726

1,845

117,571

31-Mar-12

Rs.

262,492

115,592

400,000

778,084

31-Mar-12

Rs.

25,435

134,647

-

-

160,082

31-Mar-12

Rs.

25,435

1,109,589

413,838

308,599

3,674,426

16,314,586

1,509,634

164,606

23,520,713

Rs.

Rs.

-

-

-

Digital Electronics

Note 15: Other expenses

Particulars

Repairs and maintenance - Buildings

Repairs and maintenance - Others

Insurance

Rates and taxes

Telephone Charges

Travelling and conveyance

Sundry Balance W.off

Printing and stationery

Donations and contributions

Business Prmotion Expenses

Legal and professional

Payments to auditors (Refer Note (i) below

Prior Period Items

Net loss on sale of investments

from current investments

Portfolio Management fees

Listing fees

Adviosry Fees

Miscellaneous expenses

Total

Note 15: Other expenses (contd.)

Particulars

(i) Payments to the auditors comprises

(net of service tax input credit, where applicable):

As auditors - statutory audit

For Tax Matters

For other services

Total

Note 16: Extraordinary items

Particulars

Net loss on sale of Long Term investments

Art Works

Loss on sale of Shares of SoftDEL Systems Pvt Ltd

Sundry Balance W.off

Loss on Shares of Del Automation Private Limited

Total

31-Mar-13

Rs.

46,564

400,058

13,561

9,750

328,314

982,288

573

8,130

-

1,527,839

726,183

Refer Note (i) below) 213,931

514,356

-

-

39,064

278,807

661,147

5,750,565

31-Mar-13

Rs.

(net of service tax input credit, where applicable):

44,944

28,090

140,897

213,931

31-Mar-13

Rs.

Net loss on sale of Long Term investments

-

Loss on sale of Shares of SoftDEL Systems Pvt Ltd

31,102,377

66,763

Limited

-

31,169,140

31-Mar-12

Rs.

46,564

93,614

4,041

4,080

-

5,464

-

15,899

35,000

-

1,036,328

57,835

-

3,497,070

612,249

839,334

982,824

139,461

7,369,762

31-Mar-12

Rs.

56,180

-

1,655

57,835

31-Mar-12

Rs.

44,596,381

-

-

5,675,000

50,271,381

Digital Electronics

17. The company sold stake in one of the group companies

sale, the company incurred a loss on sale of investment of Rs. 3,11,02,377/

18. Sundry debtors, deposits and loans and advances, creditors, other liabilities are subject to confirmation,

reconciliation and verification.

19. In the opinion of the board of directors sundry debtors, deposits, loans and advances are realizable in the course

of business as stated in the balance sheet.

20. The company is in the process of obtaining information from vendors regarding their stat

and Medium Enterprises Development Act, 2006 and hence disclosure relating to amount unpaid as at the

yearend together with interest paid/payable under this Act have not been given.

21. As the company has temporarily discontinued its di

respective manufacturers have taken over the warranty and service obligations for the machines in the field no

warranty provision has been made in the books during the year. Also for the same reasons n

were made by the customers during the year.

22. Expenditure in foreign currency:

Traveling Expenses

23. The Company is presently exploring various business opportunities. The Company has in the meanwhile invested

its surplus funds in financial assets. The Comp

under section 45-IA of RBI Act, 1934 though as on 31st March, 2013, the total investment in financial assets

exceeded 50% of total assets and income from Financial Assets exceeded 50% of total

is of the opinion that the Registration is required only in case the principal business activity is of Investing

whereas the investment by the Company was only out of its surplus funds.

24. Deposits include Rs.1.50 Lacs (previous y

renovation purpose of the office premises. The said society has raised arrears of dues of Rs.14.63 Lacs (previous

year Rs. 10.52 lacs). The company has raised a dispute against such

been provided for.

The company sold stake in one of the group companies- Softdel Systems Pvt Ltd during the year. Pursuant to this

sale, the company incurred a loss on sale of investment of Rs. 3,11,02,377/- .

Sundry debtors, deposits and loans and advances, creditors, other liabilities are subject to confirmation,

In the opinion of the board of directors sundry debtors, deposits, loans and advances are realizable in the course

of business as stated in the balance sheet.

The company is in the process of obtaining information from vendors regarding their stat


yearend together with interest paid/payable under this Act have not been given.

As the company has temporarily discontinued its distributorship business in graphic arts systems and the


warranty provision has been made in the books during the year. Also for the same reasons n

were made by the customers during the year.

March 31, 2013 Rs. March 31, 2012 Rs.

2,41,947 Nil

----------------- ------------------

2,41,947 Nil

========== ===========

The Company is presently exploring various business opportunities. The Company has in the meanwhile invested

its surplus funds in financial assets. The Company has not applied for registration with Reserve Bank of India

IA of RBI Act, 1934 though as on 31st March, 2013, the total investment in financial assets

exceeded 50% of total assets and income from Financial Assets exceeded 50% of total income. As the Company


whereas the investment by the Company was only out of its surplus funds.

Deposits include Rs.1.50 Lacs (previous year Rs. 1.50 lacs) given to Backbay premises co-operative society for the


year Rs. 10.52 lacs). The company has raised a dispute against such arrears and hence the said deposit has not

Ltd during the year. Pursuant to this

Sundry debtors, deposits and loans and advances, creditors, other liabilities are subject to confirmation,

In the opinion of the board of directors sundry debtors, deposits, loans and advances are realizable in the course

The company is in the process of obtaining information from vendors regarding their status under Micro, Small


stributorship business in graphic arts systems and the


warranty provision has been made in the books during the year. Also for the same reasons no warranty claims

March 31, 2013 Rs. March 31, 2012 Rs.

------------------

===========

The Company is presently exploring various business opportunities. The Company has in the meanwhile invested

any has not applied for registration with Reserve Bank of India

IA of RBI Act, 1934 though as on 31st March, 2013, the total investment in financial assets

income. As the Company


operative society for the


arrears and hence the said deposit has not

Digital Electronics

25. Previous year’s figures have been regrouped / restated to conform to the current year’s classification and

requirements of Revised Schedule VI to the Companies Act, 1956.




Sd/-

(R. N. VASANI)

Partner

M. No. 12217

Place : Mumbai

Date : 28-May-2013

Previous year’s figures have been regrouped / restated to conform to the current year’s classification and

requirements of Revised Schedule VI to the Companies Act, 1956.


Sd/- Sd/-



Previous year’s figures have been regrouped / restated to conform to the current year’s classification and


Sd/-

V.H.Shanbhag

Director Director

Documents

DIGITAL ELECTRONICS LIMITED · Digital Electronics NOTICE is hereby given that the Annual General Meeting of the Members of held on Friday, 27 th September 2013 at 4 p.m Nariman Point,