Dynamic Microsteppers Ltd.
|BSE: 531330||Sector: Others|
|NSE: N.A.||ISIN Code: INE443N01017|
|BSE LIVE 12:39 | 17 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Dynamic Microsteppers Ltd. (DYNAMICMICRO) - Director Report
Company director report
Dynamic Microsteppers Limited
Your Directors present 30th Annual Report of the Company together with theAudited Statement of Accounts for the financial year ended 31st March 2015.
1. FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL RESULTS:
The Company's performance during the year ended 31st March 2015 as comparedto the previous financial year is summarized below:
During the year under review your Company has not carried out any activities. Howeverthere was no change in nature and business activities of the Company.
During the year under the review the total expenditure incurred during the yearamounted to Rs. 564368/- as against Rs. 630524/- incurred in the previous year. Thenet loss amounted to Rs. 564368/- as against Rs. 630524/- in the previous year.
Presently your directors are taking effective steps to consider various options tocommence activities in the field of Infrastructure and for adoption of and to revamp theoperations with activities wherein the promoters have core competency.
c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended any dividend for the financial year under review.
e. TRANSFER TO RESERVES:
In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.
f. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
g. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are in place and has been operating satisfactorily. During theyear under review no material or serious observation has been received from the InternalAuditor of the Company for inefficiency or inadequacy of such controls.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a) Board of Directors & Key Managerial Personnel:
During the Financial Year 2014-15 Mr. Ashwin Shah and Mr. Chetas Shah were appointedas Key Managerial Person designated as Chief Executive Officer and Chief Financial Officerof the Company with effect from 13th February 2015.
Mr. Chetas Shah (DIN: 06783061) was further appointed as an Additional Director of theCompany with effect from 18th April 2015 to hold office till the ensuingAnnual General Meeting. The Company has received a notice from a shareholder along withrequisite deposit proposing the candidature of Mr. Chetas Shah as a Director of theCompany.
Mr. John Puthusseri (DIN: 01613753) Mr. Vrushabh Patil (DIN: 02306524) and Mr. HarshadShah (DIN: 03108547) resigned as Director of the Company with effect from 15thMay 2014 15th April 2015 and 15th April 2015 respectively. TheBoard places on record contributions received from them by the Company during their tenureas directors of the Company. The said directors have resigned due to their othercommitments and personal reasons.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Ashwin Shah(DIN: 03115009) will retire by rotation at the ensuing Annual General Meeting. Mr. AshwinS. Shah being eligible has offered himself for re-appointment. The Board of Directorsrecommends his approval.
b. Declarations given by Independent Directors:
The Company has received and taken on record the declarations received from all theIndependent Directors of the Company in accordance to Section 149(6) of the Companies Act2013 confirming their independence vis-a-vis the Company.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:
a. Meetings of the Board:
The Board of Directors met Five times during the financial year ended 31stMarch 2015 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.
The dates on which the Board of Directors met during the financial year under revieware as under:
b. Director's Responsibility Statement:
In terms of Section 134(5) of the Companies Act 2013 in relation to the audited
financial statements of the Company for the year ended 31st March 2015 theBoard
of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2015 and of the loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;
c. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
*Mr. Vrushabh Patil resigned as a Director of the Company with effect from 15th April2015.
#Mr. Chetas Shah was nominated as member with effect from 18th April 2015
During the year two meetings of Nomination & Remuneration Committee were held on 29thMay 2014 & 12th February 2015.
The Board on recommendation of the Nomination and Remuneration Committee has approved apolicy setting out the criteria for determining qualifications positive attributesindependence of a Director and policy relating to remuneration for Directors KeyManagerial Personnel and other employees in accordance with the provisions of Section 178of the Act.
Major criteria defined in the policy framed for appointment of the Directors includingcriteria for determining qualifications positive attributes Independence etc are asunder:
I Selection of Directors and Key Managerial Personnel:
In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:
a) by way of recruitment from outside;
b) from within the Company hierarchy; or
c) Upon recommendation by the Chairman or other Directors.
The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment.
In case of Non-Executive Directors the selection can be made in either of the waysgiven below:
a) By way of selection from the data bank of Independent Directors maintained by theGovernment.
b) Upon recommendation by Chairman or other Directors.
II Qualifications Experience And Positive Attributes Of Directors
a) While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.
b) In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the job description to the Committee shall be provided and along withjustifications that the qualifications experience and expertise of the recommendedcandidate are satisfactory for the relevant appointment.
c) The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.
III Independence of Directors:
While making appointment of directors following principles shall be observed by theBoard as far as practicable:
a) There shall be a proper mix of Executive and Non-Executive Directors and Independentand non-independent directors on the Board. The Company shall always be in compliance ofthe provisions of Section 149 of the Companies Act 2013 as amended from time to time inthis regard.
b) There shall be a workable mix of directors drawn from various disciplines liketechnical finance commercial legal etc.
c) While appointing a director to fill in a casual vacancy caused by death resignationetc. of a director an effort shall be made as far as possible to appoint such a personin his place who has the relevant experience in the fields or disciplines in which theoutgoing director had with relevant expertise as requisite to Business of the Company.
d) No preference on the basis of gender religion or cast shall be given whileconsidering the appointment of directors.
While appointing independent directors the criteria for the independent directors aslaid down in Section 149 (6) of the Companies Act 2013 shall be followed.
d. Audit Committee:
The Audit Committee of Directors was reconstituted in accordance with the provisions ofSection 177 of the Companies Act 2013. The composition of the Audit Committee is inconformity with the provisions of the said section. The Audit Committee comprises of:
*Mr. Vrushabh Patil resigned as a Director of the Company with effect from 15th April2015.
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Companies Act 2013.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
The dates on which the Audit Committee met during the financial year under review areas under:
e. Stakeholders Relationship Committee (Shareholders/ Investors Grievance Committee):
During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company renamed Shareholders/Investors Grievance Committee toStakeholder's Relationship Committee. The said Committee comprising of following members:
*Mr. Vrushabh Patil resigned as Director of the Company with effect from 15thApril 2015.
The Stakeholder Relationship Committee met 4 times during the Financial Year underreview- on 29th May 2014 11th August 2014 28thNovember 2014 and 20th March 2015
f. Vigil Mechanism policy for the Directors and Employees:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right / option to report their concern /grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Whistle Blower Policy is hosted on the Company'swebsite at www.dynamicmicrosteppers.com.
g. Risk Management Policy:
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A Risk Management Policy has been formulated by the Audit Committee of theCompany to analyze and deal with various risks posing potential threats to the Company.The Board has also adopted a Risk Management Policy. Key business risks and theirmitigation are considered in day-to-day working of the Company.
h. Annual Evaluation of Directors Committee and Board:
Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman. The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman and other non-independent Directors. The Boardsubsequently evaluated performance of the Board the Committees and Independent Directors;without participation of the concerned Director.
As stipulated by the Code of Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held on 26th March2015 to review the performance of Non-independent Directors (including the Chairman) andthe Board as whole.
Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination Remuneration and CompensationCommittee is as below:
Ethics and values
knowledge and proficiency
Behavioral traits and
Efforts for personal development
Similarly performance evaluation of the Chairman and Non - Independent Directors wascarried out by the Independent Directors.
i. Internal Control Systems:
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
j. Disclosure under Section 197(12) of the Companies Act 2013 and other Disclosures asper Rule 5 of Companies (Appointment & Remuneration) Rules 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the media of thepermanent employee's remuneration.
However since there is no permanent employee in the Company no disclosure under thesaid provision has been furnished.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. Observations of Statutory Auditors on accounts for the year ended 31stMarch 2015:
The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2015 read with the explanatory notes therein areselfexplanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
b. Secretarial Audit Report for the year ended 31st March 2015:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi andAssociates Company Secretaries were appointed to issue Secretarial Audit Report for thefinancial year 2014-15.
The Secretarial Audit Report issued by M/s Rathi and Associates Company Secretaries inForm MR-3 for the financial year 2014-15 forms part to this report. Pursuant to theSection 134(3) of the Companies Act 2013 and with respect to the observation made by theSecretarial Auditors of the Company on the compliance of Laws/Acts the Board of Directorsstates as under;
i. No Appointment of Company Secretary:
Management Response: The Company is in process of appointing the Company Secretary asper the requirements of Section 203 of the Companies Act 2013.
ii. Not Complied with the Listing Agreement of Regional Stock Exchanges: ManagementResponse: The Company is in process of delisting its shares from all the Regional StockExchanges.
c. Ratification of Appointment of Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. P. Jasani & Associates_Chartered Accountantsthe Statutory Auditors of the Company have been appointed for a term of 5 years. Howevertheir appointment as Statutory Auditors of the Company shall be required to be ratified bythe Members at the ensuing Annual General Meeting. The Company has received a confirmationfrom the said Auditors that they are not disqualified to act as the Auditors and areeligible to hold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.
d. INTERNAL AUDIT:
Ms. Rachana Thakkar Internal Auditor of the Company has carried out audit on variousexpense heads of the Company. The findings of the Internal Auditor are discussed on anon-going basis in the meetings of the Audit Committee and corrective actions are taken asper the directions of the Audit Committee.
5. OTHER DISCLOSURES:
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. Extract of Annual Return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2015 made under theprovisions of Section 92(3) of the Act is attached as Annexure which forms part of thisReport.
b. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thefact that the Company has not undertaken any activities by the Company during the yearunder review.
During the year under review the Company has neither earned nor used any foreignexchange.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on the following items during the year underreview:
1. Deposits covered under Chapter V of the Act;
2. No material changes and/or commitments which could affect the Company's financialposition have occurred between the end of the financial year of the Company and the dateof this report;
3. There were no significant or material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and Company's operations in future;
4. There was no issue of equity shares with differential rights as to dividend votingor otherwise;
5. During the year under review the Company has neither made any investments norprovided any loans guarantees and securities.
6. There was no issue of shares (including sweat equity shares) to employees of theCompany under any scheme;
7. There were no instances of non-exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuant to Section 67(3) of the Act readwith Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 as the Company didnot create any such scheme during the year;
8. The Company does not have any holding/subsidiary company hence none of themanagerial personnel are in receipt of remuneration or commission from theholding/subsidiary company;
9. The Company was not required to appoint Cost Auditors during the year under theprovisions of Section 148 of the Companies Act 2013 read with the Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time;
10. There are no transactions/contracts/arrangements entered by the Company withrelated party (ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review that are required to be reported in FormAOC-2 and as such does not form part of the Report.
Your directors further state pursuant to the provisions of Sexual Harassment of womenat workplace (Prevention Prohibition and Redressal) Act 2013 no case pertaining tosexual harassment at workplace has been reported to the Company during financial year2014-15.
7. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
For and on behalf of the Board of Directors
Ashwin Shah Chairman DIN:03115009