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Dynacons Systems & Solutions Ltd.

BSE: 532365 Sector: IT
NSE: DSSL ISIN Code: INE417B01040
BSE 00:00 | 17 Jan 34.50 -2.00






NSE 00:00 | 17 Jan 34.60 -1.10






OPEN 35.00
52-Week high 53.45
52-Week low 27.30
P/E 12.37
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.00
CLOSE 36.50
52-Week high 53.45
52-Week low 27.30
P/E 12.37
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dynacons Systems & Solutions Ltd. (DSSL) - Director Report

Company director report

Your Directors are pleased to present the Twenty Second Annual Report on thebusiness and operations of the Company for

the year ended March 31 2017.

1. Financial Highlights
(Rs. In Lakhs)
Standalone Consolidated
Particulars Year ended 31/03/2017 Year ended 31/03/2016 Year ended 31/03/2017
Gross Income 15882.55 12470.30 15882.55
Profit Before Interest and Depreciation 487.57 445.69 483.97
Finance Charges 261.24 252.06 261.24
Gross Profit 226.32 193.63 222.73
Provision for Depreciation 60.83 62.24 60.83
Net Profit Before Tax 165.49 131.39 161.90
Provision for Tax 40.81 40.19 40.81
Net Profit After Tax 124.68 91.19 121.08
Balance of Profit brought forward 904.09 812.90 904.09
Balance available for appropriation 1028.77 904.09 1025.18

2. Management Analysis and Discussions

Company performance:

Your Company delivered a strong performance during 2016-17 with total revenues of Rs.15882.55 Lakhs as compared with Rs. 12470.30 Lakhs during the previous year reflecting agrowth of 27.36% over the previous year. The profit before tax stood at Rs. 165.49 Lakhsas compared to Rs. 131.39 Lakhs in the previous year. The Company has made a provision oftax totaling to Rs. 40.81 Lakhs and the profit after tax stood at Rs. 124.68 Lakhs for thecurrent year an increase of 36.73% over the previous year.

Your Company posted another stellar performance in 2016-17 and continued to maintainits growth momentum. It is worth noting that in a largely fragmented market landscapeyour Company has historically grown much faster than the market driven by significantmarket share gains on account of a superior execution model. The commitment and passion ofa diverse global employee base helped your Company exhibit strong leadership during thisperiod against the backdrop of immense volatility in key markets and the world economy.

Industry structure and developments:

In today's complex business environment many companies face intense competitivepressure and rapidly changing market dynamics driven by such factors as changes intechnology macroeconomic conditions and government regulations globalization andvirtualization. Across industries and geographies companies are looking for innovativeways to adapt their traditional business models products and services. Technology is nowthe underpinning force behind new smart products customer expectations and theproliferation of behavioral data. As a result businesses are increasingly becomingtechnology intensive. In response to these opportunities many companies are focused onimproving efficiencies and enhancing effectiveness while also driving innovation throughtechnology to favorably impact both the bottom-line and the top-line. Many companies aretransforming their business operating and technology models to ensure their businessesstay competitive in this new digital era. At the same time they continue to view a globalsourcing model as an important means to operate more cost-effectively and productively.

Growth drivers for the industry in FY 2017 remained largely the same as in the prioryears which are efficiency spends and

transformational spends of customers.

Review of operations:

Your Company is in a growth industry where the demand for technology continues toexpand. In earlier decades IT played a key role in supporting business. The Internet erathen saw business strategy being defined by technology strategy. As a result technologywas embedded into business. Today we are entering a new world where technology is nowdefining what the business can or should do.

Dynacons is an IT System Integrator and Managed services organization offering ITInfrastructure solutions as well as outsourcing services to enterprises Dynaconsundertakes all activities related to IT infrastructure including infrastructure design andconsulting services turnkey systems integration of large network and data centreinfrastructures including supply of associated equipment and software; on-site and remotefacilities management of multi- location infrastructure of domestic clients. The Companyhas built a strong customer base variety of talent and a competent service deliveryinfrastructure. Your Company uses its global delivery capability and full servicesportfolio to deliver high quality high impact solutions leveraging the latesttechnologies to customers across multiple regions and industry verticals. Our deep domainexpertise in the industries we serve is central to our ability to understand ourcustomers' challenges and design effective solutions to address them. We hireprofessionals with in-depth industry experience and continually invest in industrytraining for our staff and build out industry-specific services and solutions. Thisapproach is key to our high levels of on-time delivery and customer satisfaction.

Dynacons' customer-centricity deep domain expertise agility in building newcapabilities and focus on constant innovation and execution excellence have resulted inenduring customer relationships. The core business portfolio has performed very well withall key segments posting steady growth led by Banking & Financial Services and globalcustomers. In FY 2017 your Company was the technology partner of choice for many leadingcorporations in their business transformational and journeys. We have helped standardizethe IT operations of a National Telecom operator by providing Managed IT services fortheir IT Infrastructure. We have helped leading Banks like Reserve Bank of India CentralBank UCO Bank etc in their IT Infrastructure augmentation at their various offices andbrances across the country. The key differentiators that enable Dynacons to strategicallypartner with the Global IT players are our deep contextual knowledge of customers'business models functions processes and systems; our proactive approach to innovation;and our commitment to delivery excellence. At the core of all this is our ability toattract develop and retain talent. With technology becoming all pervasive businessesare increasingly focused on optimizing their IT infrastructure and related operations todeliver enhanced service levels while ensuring quality and security. The Company hasformed a wholly-owned foreign subsidiary named Dynacons Systems & Solutions Pte Singapore on 20th March 2017 which is carrying on the business of Systems IntegrationProvider. The Singapore entity will act as a base of the Asia Pacific operations ofDynacons and this will help further grow the business through Asia Pacific. We havereceived many enquiries for our services and solutions from Singapore Hong KongAustralia and Japan. We provide IT Infrastructure management outsourcing services and haveservice capability in redundant global operating centers worldwide through which weprovide significant scale quality and cost savings to our customers. Customers areincreasingly utilizing IT infrastructure services to sharpen their focus on core businessoperations reallocate overhead costs to growth investments enable businesses to respondmore quickly to changing demands decrease time to market ensure that the ITinfrastructure can scale as the business evolves and access skill sets outside theorganization. The major services we provide include data center infrastructure securitynetwork and convergence end-user computing services and mobility. We also have cloudservices offerings that utilize virtualization technologies across delivery solutions forprivate cloud enterprise multi-tenant cloud and public cloud models. We provide servicesthat harness and modernize legacy systems to be digital-ready with agility and speedwithout sacrificing the knowledge those systems contain.

Dynacons' Enterprise Services offerings include a wide spectrum of Enterprise IT andOffice Automation Services including Infrastructure Managed Services Breakfix ServicesManaged Print Services Cloud Computing Systems Integration Services and ApplicationsDevelopment and Maintenance. The Company provides end-to-end technology and technologyrelated services to corporations across industry verticals. The Company has deep domainknowledge across industry sectors and technology expertise across traditional and new agetechnologies.

We have been steadily building solutioning skills as well as solution-sellingcapabilities and developing business-focused solutions for customers. This transformationentailed developing a deep contextual understanding of the business need crafting atechnology solution to address that need and selling a business value proposition to abroader set of stakeholders in the client organization. We have strengthened our businessmodel and are aggressively investing in and scaling our digital capabilities whiledriving efficiencies in our core business through increased automation. We tailor ourservices to specific customer requirements and utilize an integrated delivery model withcustomer service teams typically based on site at customer locations and delivery teamslocated at dedicated delivery centers.

he System Integration (SI) segment was one of the main contributors to the revenuegrowth during the year. Our system integration offerings include consultancy projectmanagement business continuity planning contact centre infrastructure data centersdisaster recovery services enterprise management network integration platformintegration and security infrastructure. Our certified processes and over two decades ofservice experience are reflected in the success we have achieved in executing projects.The scope of services includes supply of associated equipment and software; On-Site andRemote Support Services for multi-locations for the IT infrastructures. Dynacons has anestablished nationwide support network to provide multi location multi-platform supportfor organisations. The Company continues to sustain its commitment to the highest levelsof quality superior service management robust information security practices and maturebusiness continuity management. The Company also achieved enterprise-wide ISOcertification for Quality Management (ISO 9001:2015) IT Service Management (ISO20000-1:2011) and Information Security Management (ISO 27001:2013) Our Service deliverymodel is built on a strong process-driven and customer-centric system and continues todeliver outstanding value and experience to our customers. We are striving to continuallyenhance our capabilities for emerging service offerings new delivery methodologiesindustry best practices and latest technologies.

Dynacons has an established nationwide support network to provide multi location multiplatform support for organisations. Our reach has expanded to over 250 cities and townsacross India. Our ability to align our teams to the customers business goals togetherwith our extensive domain and technology expertise has helped us to remain relevant toour customers. The Company's strategy for longer term growth has been to (a) continuallyexpand its addressable market by investing in newer geographies newer industry verticalsand newer service lines and (b) strengthen and deepen existing client relationshipsthrough a customer centric approach superior execution that gives clients an experienceof certainty a full services capability and as scalable global network delivery model.

Our proven Global Delivery Model our comprehensive end-to-end solutions ourcommitment to superior quality and process execution our long-standing clientrelationships and our ability to scale and to service clients across industries make yourCompany one of the leading service providers in India.


Your company has unique end to end servicing and solution capabilities thatdifferentiate it from the traditional vendors in the market place. The Company providesdynamic technology solutions and has the capability to address the increased complexitycost and risk associated with these technology platforms. The Company maintains acompetitive edge through a wide spectrum of technology skills including niche areas. TheCompanys' market strategy is to offer the full range of IT services have presence in allindustry segments through a diverse range of products and service offerings and continueexpanding geography presence. The Company is not dependent on any single technology orplatform. Our rich portfolio of service offerings span across the infrastructure lifecycleof Plan-Build-Run-Monitor and includes infra consulting data center end user computingenterprise networking enterprise security IT infrastructure operation management andtransformation services. All of our services and operations are fully aligned with theworld's most respected standards and frameworks. Our processes are based on the ITInfrastructure Library (ITIL) service management framework with a focus on continuousservice improvement and customer satisfaction. Your Company has developed and refined itsService Delivery Model to ensure a consistent and controlled service process.

We are continually investing in improving our customer-centric execution capabilitiesby focusing on delivery excellence deepening domain expertise and offering a fullservices capability delivered through an agile distributed delivery model. Awell-defined and scalable organizational structure based on product territory and processknowledge experienced and stable management team strong relationships with publicprivate as well as foreign banks institutions and investors helps Dynacons achieve itsbusiness goals. Dynacons has a team of specialists with experience in leveragingtechnology to help improve efficiency. The Company provides dynamic technology solutionsand has the capability to address the increased complexity cost and risk associated withthese technology platforms. The Company's relentless focus on delivery excellence andcustomer satisfaction has won the Company multiple awards and recognitions in themarketplace. Your Company has won awards for work undertaken in the Managed Services DataCentre Storage and Security domain. These awards are testimony to the commitment of ourteam for the hard work and dedication which ensures that we deliver an extraordinaryexperience to our customer.


Dynacons has an enduring focus on operational and delivery excellence and towardssustainable growth on the path of business Excellence. Sustained commitment to highestlevels of quality best-in-class service management robust information security practicesand mature business continuity processes helped the Company attain significant milestonesduring the year. Your Company continues to strive towards process improvement for ensuringhigh quality delivery and high levels of customer satisfaction. Customer satisfaction andexcellence in quality are key elements for succeeding in the competitive global market. Astrong emphasis is based on quality in every aspect of the company's activities. In linewith this philosophy we have designed our quality management program and have definedseveral key parameters for measurement of quality levels to ensure improvement in thequality of the deliverables. Your Company continues to strive towards maintainingsustainable growth through the philosophy of business excellence Recognizing thatworkforce competency is a powerful growth engine competency mapping and development wascompleted for the workforce with appropriate interventions through a learning anddevelopment plan. Our customer-centricity process rigor and focus on delivery excellencehave resulted in consistent improvements in customer satisfaction levels. Moving forwardyour company shall continue to further strengthen its processes by adopting best in classstandards.


The global business is transitioning to a new age where technology is playing a centralrole in the growth of every industry by delivering a superior customer experience anytimeanywhere. The power of a business now depends on its ability to manage the transition fromprocess maturity to data maturity. The Internet of Things (IoT) is about capturing datafrom machines and sensors; cloud is helping make the data available at scale as and whenneeded; automation and artificial intelligence are helping sift through enormousquantities of data; and analytics is helping derive insights and make useful predictionsfrom that data. Businesses have to change and understand the impact and influence of thesetechnologies. Indian IT industry would continue its growth path and will weather anyvolatility in the global economy on the back of strong domestic market which is stilllargely unserved and has unmet needs. The IT skills supply is marked by some very highlevels of skills and cutting edge web technologies. Further to make sense of voluminousand unstructured data that is increasing exponentially Smart Enterprises are usingArtificial Intelligence technologies for developing machine learning and deep learningcapabilities. With our technology expertise industry knowledge and strategic insightdelivered by an exceptionally skilled and talented workforce we are well positioned toguide clients through this unprecedented shift. The business opportunity for us is hugeand we are well placed in terms of industry expertise technology capabilities customerrelationships people and execution model to participate in this opportunity and continueto create value for all our stakeholders.

Opportunities and threats


Analyst forecasts point to a modest acceleration in worldwide IT spend forecasts. Asignificant part of our innovation effort this year was focused on harnessing the power ofartificial intelligence (AI) and automation IoT platforms and robotics. Thesetechnologies will redefine the IT landscape and the business models of enterprises in thetimes to come. The Government of India has a strong focus on "Digital India" and"Make in India" and "Smart Cities". These initiatives have led to thecreation of many opportunities for your company to participate in. Software robots areplaying a bigger role in our lives – from algorithmic trading and advisory servicesin financial markets to mapbots which give us daily driving directions. Additionallycloud-based models are enabling ‘anywhere-anytime-any device' access to data whichis creating a significant shift in business models and enterprise IT architectures.


In the IT industry the ability to execute projects build and maintain clientpartnerships and to achieve forecasted operating and financial results are significantlyinfluenced by the organization's success in hiring training and retaining highly skilledIT professionals. Competition is the main threat to most tech outfits considering therelentless product cycles the typically rapid move towards commoditization in the sectorand also changes in technology and markets changes in government policy or regulations /legislation etc. also brings challenges and treats to the smooth functioning of theCompany.

Risks and Concerns

The Company is exposed to variety of risks such as credit risk economy risk interestrate risk liquidity risk and cash management risk among others. The Company hasEnterprise Risk Management Framework which involves risk identification risk assessmentand risk mitigation planning for the Company.The Company's objectives and expectations maybe forward looking within the meaning of applicable laws and regulations. The competitionfrom large international and Indian IT companies is increasing in the domestic marketspace. Technology investments by corporates have shown strong correlations with GDPgrowth. Uncertainties in economic outlook in these markets can impact technology spendand thereby constrain the Company's growth potential.

Rapidly evolving technologies are changing technology consumption patterns creatingnew classes of buyers within the enterprise giving rise to entirely new business modelsand therefore new kinds of competitors. This is resulting in increased demands on theCompany's agility to keep pace with the changing customer expectations. Since providerswith new technologies and cloud-enabled delivery models are further adding to thecompetition. All this making it imperative for the IT service providers to continuouslyinnovate and adapt to the changing buying behavior of their consumers. Actual results maydiffer materially from those expressed. Important factors that could influence theCompany's operations include change in government regulations tax laws increasedcompetition economic and political developments.

Internal control systems and their adequacy

In any industry the processes and internal control systems play a critical role in thehealth of the Company. Dynacons Systems & Solutions Limited have a well-defineddelegation of power with authority limits for approving revenue as well as expenditure andprocessing payments. Your Company has an effective internal control and risk mitigationsystem which are constantly assessed and strengthened with new/revised standardsoperating procedures. The Company's internal control system is commensurate with its sizescale and complexities of its operations.

Understanding employee engagement and views on the employment experience periodicallyin our view is not reflective of the needs of the workforce today. Dynacons Systems &Solutions Limited has an audit committee the details of which have been provided in thecorporate governance report.The Audit Committee of the Board of Directors actively reviewsthe adequacy and effectiveness of the internal control systems and suggest improvements tostrengthen the same. The Company has the robust Management Information System which is anintegral part of the control mechanism. The company uses RAMCO system to record data foraccounting consolidation and management information purposes and connects to differentlocations for efficient exchange of information. It has continued its efforts to align allits processes and controls with best practices in the group and industry. The Company hasmade the employees responsible for establishing expectations and seeking feedback at everyrole that is assigned. The employees have been enabled to influence their network of peersto co-own goals. This has helped enable cross functional collaboration and interlock. TheCompany has in material respect an adequate internal financial control over financialreporting and such controls are operating effectively

3. Dividend

With a view to plough back the profits of the Company and keeping in mind the expansionof business activities the Board of Directors consider it prudent and recommend notdeclaring any dividend for the year ended March 31 2017.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The Provisions of Sec.125 (2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.

5. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report

During the year under review Company had offered issued and allotted 455000 EquityShares of Rs. 20 each including a premium of Rs. 10 each to promoter & promoter groupand issue of warrants convertible into Equity shares of Rs. 20 each including a premium ofRs. 10 each to promoters/promoter group and others on a preferential basis as on 31stMarch 2017.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

• There are no significant and material orders passed by the Regulators or courtsor tribunals impacting the going concern status and company's operations in future.

• There was no change in the nature of business of the Company.

• During the year under review there were no cases filed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

6. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

During the year under review Company had incorporated wholly-owned subsidiary atSingapore named "Dynacons Systems & Solutions Pte. Ltd." The same wasincorporated on 20th March 2017 at Singapore with the object to run a business ofInformation technology solutions and services.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient features of the financial statement of Dynacons Systems & Solutions Pte. Ltdis given as Annexure-V [Performance and financial position of subsidiary Company isincluded in the consolidated financial statement]

7. Directors and Key Managerial Personnel

Pursuant to Section 149 of the Companies Act 2013 the Board recommended theappointment of Mr. Viren Shah and Mr. Dilip Palicha whose term expires on 30th September2017 for a period of 5 Years as an Independent Directors of the Company not liable toretire by rotation from the date of its 22nd Annual General Meeting subject to approval ofthe Members of the Company. The Directors have given the declaration to the Board thatthey met the criteria of independence as provided under Section 149(6) of the said Act andalso confirmed that they will abide by the provisions as mentioned in Schedule IV of theCompanies Act 2013.

On recommendation of Nomination & Remuneration Committee the Board of Directors inits meeting held on April 26 2016 and November 11 2016 had re-appointed Mr. Viren Shahand Mr. Dilip Palicha for a period of Five years subject to approval of Members.

Mr. Parag Dalal Whole Time Director retires by rotation and being eligible hasoffered himself for re-appointment. The Board recommends the resolutions for your approvalfor the above appointments.

Pursuant to the provisions of Section 203 of the Act the Key managerial personnel ofthe Company are- Mr. Shirish M. Anjaria Chairman cum Managing Director Mr. Parag J.Dalal and Mr. Dharmesh S. Anjaria- Whole-time Directors and Mr. Ravi Singh CompanySecretary & Compliance officer of the Company. There has been no change in the keymanagerial personnel during the year.

8. Remuneration to Director and Employees

Details/Disclosures of ratio of remuneration to each Director to median employee`sremuneration as required pursuant to Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given as Annexure-IV

9. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Palan & Co. Chartered Accountants (ICAI Firm Registration No. 133811W) thestatutory auditors of the Company hold office till the conclusion of the 22nd AnnualGeneral Meeting of the Company. The Board has recommended the appointment of M/s. MSP& Co. Chartered Accountants (ICAI Firm Registration No. 107565W) as the statutoryauditors of the Company in their place for a term of five consecutive years from theconclusion of the 22nd Annual General Meeting of the Company scheduled to be held in theyear 2017 till the conclusion of the 27th Annual General Meeting to be held in the year2022 for approval of shareholders of the Company based on the recommendation of theAudit Committee.

10. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

11. Corporate Governance

As required under Regulation 27 of Securities & Exchange Board of India (ListingObligations & Disclosure Requirements) Regulations 2015 with the Stock Exchanges thereport on Management Discussion and Analysis Corporate Governance as well as theStatutory Auditors' Certificate regarding compliance of conditions of Corporate Governanceforms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessaryactions at appropriate time for meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of corporate governance.

12. Code of Conduct for Directors and Senior Management

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. The copies of Code ofConduct as applicable to the Executive Directors (including Senior Management of theCompany) and Non-Executive Directors are uploaded on the website of the Company –

13. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the Independentdirectors as detailed in the Corporate

Governance Report which forms part of the Annual Report.

14. Relationship Between Directors Inter-Se

The Directors Mr. Shirish M. Anjaria & Mr. Dharmesh S. Anjaria having father andson relationship are related to each other within the meaning of the term"relative" as per Section 2(77) of the Act and per SEBI(Listing Obligations andDisclosure Requirements) Regulations 2015. Other than these none of the Directors arerelated.

15. Particulars of the Employees

The information as required under Section 197 of the Act and rules made there-under isnot applicable as none of the

employees are in receipt of remuneration which exceeds the limits specified under thesaid rules.

16. Documents placed on the Website of the Company:

The following documents have been placed on the website in compliance with the Act:

• Financial statements of the Company and consolidated financial statements alongwith relevant documents as per third proviso to Section 136(1).

• Details of Vigil mechanism for directors and employees to report genuineconcerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directors as per ScheduleIV to the act.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Corporate Governance

• Nomination and Remuneration Policy

17. Human Resource Management (Material developments in Human Resources / IndustrialRelations front including

number of people employed)

There are many things that go into creating an empowering environment that values andfosters talent and enables individuals to realize their potential. The Company's variousemployee engagement platforms and initiatives have resulted in a vibrant productive andenjoyable work environment. Many initiatives have been taken to support business throughorganizational efficiency process change support and various employee engagementprogrammes which has helped the Organization achieve higher productivity levels. Asignificant effort has also been undertaken to develop leadership as well as technical/functional capabilities in order to meet future talent requirement. The HR processes arecontinuously evolving and aligning with the changing business requirements. The effort istowards developing competencies in technology domain and processes to meet customerrequirements and help our employees to stay relevant and realise their potential. Astructured approach to career development leadership development and mentoring helpsemployees grow their careers and realize their potential. Investment in human capital byequipping employees with skills – soft skills design skills multi-technologyskills and domain skills – has been one of the biggest drivers of value creation.Your Company has made significant progress in reskilling the workforce on newertechnologies. The Company's people centric focus providing an open work environmentfostering continuous improvement and development helped several employees realize theircareer aspirations during the year. Your Company maintained the momentum during the yearimplementing Human Resource practices for effective staf?ng retention training and staffdevelopment facilitating delivery excellence for our customers. Human Resource departmentsalso strive to offer benefits that will appeal to workers thus reducing the risk oflosing corporate knowledge.

18. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Ms.Shruti Shah Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for the F.Y 2016-17. The Company has provided all theassistance and facilities to the Secretarial Auditor for conducting their audit. Report ofSecretarial Auditors for the F.Y 2016-17 in Form MR-3 is annexed to this report asAnnexure-II.

19. Explanation or comments on Qualifications reservations or adverse remarks made byAuditors and the Practicing

Company Secretary in their Reports:

The Auditors' Report to the members on the Accounts of the Company for the financialyear ended 31st March 2017 does not contain any qualifications reservations or adverseremarks. The Secretarial Audit Report does not contain any qualification reservation oradverse remark from Secretarial Auditor.

20. Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2016 was Rs.59230800 divided into 5923080 Equity shares of Rs.10/- each which has increased toRs. 63780800 divided into 6378080 Equity shares of Rs. 10 each as on 31st March 2017since the Company has issued & allotted 455000 Equity shares of Rs. 20 eachincluding a premium of Rs. 10 each and 2795000 Warrants convertible into Equity sharesof Rs. 20 each including a premium of Rs. 10 each through preferential issue.

21. Shares: a. Buyback of Securities: The Company has not bought back any of thesecurities during the year under review. b. Sweat Equity: The Company has not issued anysweat equity shares during the year under review. c. Employee Stock Option Plan: TheCompany has not provided any stock options to the employees.

22. Credit Rating

Your Directors have pleasure to inform that CARE Ratings has assigned CARE BB+ ratingto your Company for working capital facilities for a total amount of Rs. 21.00 Crores.CARE has also assigned CARE BB+;Stable/A4+ rating for the Long-term/short term bankfacilities of the Company up to Rs. 12.95 Crores. CARE had carried out a credit ratingassessment of the Company both for short term and long term bank facilities in compliancewith BASEL II norms implemented by Reserve Bank of India for all banking facilities. Thisenables the Company to access banking services at low costs.

23. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no amount of principalor interest was outstanding as on

the date of the Balance Sheet.

24. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 the Directors confirm that to the best of their knowledge andbelief: (a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with no material departures; (b) They have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; (c) They have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of this Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; (d) They have prepared the annualaccounts on a going concern basis; and (e) They have laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate andwere operating effectively (f) They have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

25. Conservation of Energy Technology Absorption Research & Development andForeign Exchange Earnings and


Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)the Companies (Accounts) Rules 2014 forming part of Directors' Report for the year ended31st March 2017 is as under : Conservation of Energy: The Company's operations involvelow energy consumption. However efforts to conserve and optimize the use of energy throughimproved operational methods and other means will continue.

Technology Absorption: The Technology available and utilized is continuously beingupgraded to improve overall

performance and productivity.

Research & Development: Your Company believes that research & development is acontinuous process for sustained corporate excellence. Our research & developmentactivities help us in product and service improvement effective time management and arefocused to provide unique benefits to our customers. Such methods do not involve anyspecific cost burden to the Company.

Foreign Exchange Earnings : Rs. 1122.85 Lakhs (previous year 424.51 Lakhs)

Foreign Exchange Outgo : Rs. 51.93 Lakhs (previous year 31.39 Lakhs)

26. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committee.The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

27. Number of Meetings of the Board

During the year Twelve Board Meetings were held. The details of the Board and variousCommittee meetings are given in the Corporate Governance Report.

28. Declaration by an Independent Director(s)

The Board has received the declaration from all the Independent Directors as per theSection 149(7) of the Companies Act 2013 and the Board is satisfied that all theIndependent Directors meet the criterion of independence as mentioned in Section 149(6) ofthe Companies Act 2013.

29. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' remuneration and appointment and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of this report.

30. Internal Financial Control System

The Company's well defined organizational structure defined authority matrix andinternal financial controls ensure efficiency of operations protection of resources andcompliance with the applicable laws and regulations. Moreover the Company continuouslyupgrades its systems and undertakes review of policies. The internal financial control issupplemented by extensive internal audits regular reviews by management and standardpolicies and guidelines to ensure reliability of financial and all other records toprepare financial statements and other data. The Audit Committee of the Board reviewsinternal audit reports given along with management comments. The Audit Committee alsomonitors the implemented suggestions.

30. Composition of Audit Committee

The Audit Committee comprises of three directors namely Mr. Jitesh Jain Mr. VirenShah and Mr. Dilip Palicha.

31. Vigil Mechanism (Whistle Blower Policy):

Your Company has established a mechanism called ‘Vigil Mechanism' for directorsand employees to report the unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy and provides safeguards againstvictimization of employees who avail the mechanism. The Vigil Mechanism Policy has beenuploaded on the website of the Company at

32. Risk Management Policy:

Risk Management Policy identifies communicate and manage material risks across theorganization. The policy also ensures that responsibilities have been appropriatelydelegated for risk management. Key Risk and mitigation measures are provided in theManagement Discussion and Analysis annexed to the Annual Report.

33. Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within the purview of Section 135(1) of the Companies Act 2013 andhence it is not required to formulate policy on corporate social responsibility.

34. Particulars of Employee:

None of the employees have received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

35. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 as a part of this Annual Report annexed as Annexure-I.

36. Particulars of Loans Guarantees or investments:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are

given in the notes to the Financial Statements.

37. Particulars of contracts or arrangements with related parties:

During the year under review the Company has entered into following related partytransactions

a. The names of related parties and the nature of relationship are as under:

S. P. Corporation Firm in which Wholetime Directors have substantial interest.
Shirish M. Anjaria Chairman cum Managing Director
Parag J. Dalal Wholetime Director
Dharmesh S. Anjaria Wholetime Director
Trigem Infosolutions Limited Company in which Wholetime Directors have substantial interest

b. The transactions with the related parties are as under :

2017 2016
Party Nature of Payment
(`/lakhs) ` ( /lakhs)
M/s S.P. Corporation Rent for Premises 1.80 0.60
M/s S.P. Corporation Reimbursement of Expenses 1.87 2.79

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto have beendisclosed in Form No. AOC-2 as Annexure - III.

38. Acknowledgements

Your Directors thank the Company's Investors Clients Vendors Bankers Business andvarious governmental as well as regulatory agencies for their continued support andconfidence in the management.

Your Directors wish to place on record their deep sense of appreciation of thededicated and sincere services rendered by employees at all levels during the year. YourCompany's consistent growth was made possible by their hard work solidarity cooperationand support.

For and on behalf of the Board of Directors

Shirish Anjaria Parag Dalal
Chairman cum Managing Director Executive Director
Din no.: 00444104 Din no.: 00409894

Place : Mumbai

Date : September 01 2017