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Dynacons Systems & Solutions Ltd.

BSE: 532365 Sector: IT
NSE: DSSL ISIN Code: INE417B01040
BSE 14:33 | 26 May 268.05 -0.10
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NSE 14:19 | 26 May 268.65 1.50
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OPEN 276.85
PREVIOUS CLOSE 268.15
VOLUME 10388
52-Week high 368.00
52-Week low 101.20
P/E 22.99
Mkt Cap.(Rs cr) 302
Buy Price 268.05
Buy Qty 22.00
Sell Price 268.50
Sell Qty 4.00
OPEN 276.85
CLOSE 268.15
VOLUME 10388
52-Week high 368.00
52-Week low 101.20
P/E 22.99
Mkt Cap.(Rs cr) 302
Buy Price 268.05
Buy Qty 22.00
Sell Price 268.50
Sell Qty 4.00

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

Company director report

Your Directors are pleased to present the Twenty Sixth Annual Report on thebusiness and operations of the Company for the year ended March 31 2021.

1. Financial Highlights

(` in Lakhs)

Standalone

Consolidated

Particulars Year ended 31/03/2021 Year ended 31/03/2020 Year ended 31/03/2021 Year ended 31/03/2020
Gross Income 43781 33018 43725 33058
Pro t Before Finance Cost and
Depreciation and Amortisation Expenses 2041 1667 1977 1617
Provision for Depreciation and Amortisation Expenses 126 103 126 103
Pro t Before Finance Cost 1915 1564 1851 1515
Finance Cost 706 758 706 758
Net Pro t Before Tax 1209 806 1145 757
Provision for Tax 287 194 292 185
Net Pro t After Tax 922 612 854 571
Balance of Pro t brought forward 2200 1636 2276 1751
Balance available for appropriation 3077 2200 3083 2276

2. Management Analysis and Discussions

Company performance:

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges businesses & businessmodels have transformed to create a new work order. On the business front your companyweathered the pandemic very well. It adapted quickly and embraced a new operating modelthat prioritized the health and wellbeing of its employees while enabling it to continuesupporting its customers not just in their mission-critical operations but also in theirgrowth and transformation journeys.

In this current business environment the Company delivered exceptional results.Dynacons has historically grown much faster than the market. This was largely an outcomeof greater demand for our services and solutions during the year driven by expandingparticipation in our customers’ growth and transformation initiatives. After theinitial impact from lockdown-related disruptions we have swiftly returned to a sharpgrowth trajectory over the next nine months ending the year with a growth of 33% over thelast year.

As we look back at scal 2021 our strategic direction has yielded strong results. OurStandalone revenues of Rs. 43781 Lakhs as compared with Rs. 33058 Lakhs during theprevious year. The profit before tax stood at Rs. 1209 Lakhs as compared to Rs. 806 Lakhsin the previous year. The Company has made a provision of tax totaling to Rs. 287 Lakhsand the profit after tax stood at Rs. 922 Lakhs for the current year an increase of 51%over the previous year. On a consolidated basis the revenue from operations for FY 2021at Rs. 43725 Lakhs was higher by 32% over the previous year (Rs. 33058 Lakhs in FY20).The profit before tax stood at Rs. 11458 Lakhs as compared to Rs. 757 Lakhs in theprevious year. The Company has made a provision of tax totaling to Rs. 292 Lakhs and theprofit after tax stood at Rs. 854 Lakhs for the current year an increase of 49% over theprevious year.

Our business performance in the year gone by is also a reflection of that innateresilience and adaptability. In the early months of the pandemic when the worldwidelockdown disrupted economic activity across virtually all sectors your company respondedwith speed and agility. One reason for the out performance is market share gains onaccount of superior capabilities and higher customer satisfaction. The second reason hasbeen greater participation in our customers’ growth and transformation initiativeswhich represent the expanding part of their technology spending. Our responsivenessagility and adaptability to change have been the key to our success.

Industry Overview

The year 2021 will be the year of transition. Barring any unexpected catastrophesindividuals businesses and society can start to look forward to shaping their futuresrather than just grinding through the present. The next normal is going to be different.Today the world is simultaneously seeing three major transitions the pandemic-inducedmodel for hybrid work which requires new ways to collaborate orchestrate and deliver thetechnology transformation driven by cloud and the digital acceleration of business modelsthat are changing the way we live and work.

COVID-19 pandemic has come as a "time machine to the future. In many ways thelast year saw faster adoption of technology by enterprises and consumers than at any othertime. Global impact of the Covid 19 pandemic has lead to two major resets - anacceleration in the pace of digital transformation and a novel hybrid work model that hasrede ned the dimensions of an already evolving workplace and work culture.

India’s technology Industry is expected to record a positive growth in FY 2021.India’s IT sector market is projected to reach US$ 100 billion by 2025. While thespending showed a decline on a full year basis technology was center-stage inenterprises’ response to the pandemic-related lockdowns and thereafter. After theinitial contraction due to dislocations the need for business continuity operationalresilience and the switch to digital transactions drove strong demand for IT services overthe rest of the year.

Business Overview

Dynacons undertakes all activities related to IT infrastructure includinginfrastructure design and consulting services turnkey systems integration and set up oflarge Network and Data Centre infrastructures including supply of associated equipment andsoftware; HyperConverged Infrastructure (HCI) solutions Setup of Private and PublicCloud Software Defined Network (SD WAN) and Software Defined Storage (SDS) solutionsNetwork Infrastructure design and setup for ISPs VDI Solutions onsite 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.

Dynacons provides all service models such as IaaS (Infrastructure as a Service) PaaS(Platform as a Service) and Saas (Software as a Service). Dynacons' Enterprise Servicesofferings include a wide spectrum of Enterprise IT Services including InfrastructureManaged Services Break x Services Managed Print Services Cloud Computing SystemsIntegration Services and Applications Development and Maintenance. The Company providesend-to-end technology and technology related services to corporations across industryverticals. The Company has deep domain knowledge across industry sectors and technologyexpertise across traditional and new age technologies. The company leverages all these andits deep contextual knowledge of its customers’ businesses to craft unique highquality high impact solutions designed to deliver differentiated business outcomes.

Our rich portfolio of service offerings span across the IT infrastructure lifecycle ofPlan-Build-Run-Monitor. The name of our company de nes everything we do at Dynacons;it’s about being dynamic. Our growth trajectory which is driven by our 3C approachConcept Capability & Culture is dynamic at its very core. Ever evolving andvalue-creating concept expanding capabilities and constant improvisation for a healthycompany culture are the cornerstones of everything we do at Dynacons. We continually lookfor new areas in the customer’s business where we can add value proactively investin building innovative capabilities and launch new offerings to participate in thoseopportunities. The objective is to boost the top line embrace new technology- enabledbusiness models create new revenue streams address new customer segments and deepenexisting customer relationships.

Software and computing technology are transforming businesses in every industry aroundthe world in a profound and fundamental way. Companies are rapidly adopting digitaltechnologies to reimagine their cost structures increase business resilience and agilitypersonalize experiences for their customers and employees and launch new and disruptiveproducts and services. While these trends have been unfolding for a few years now theyhave been accelerated because of the COVID-19 pandemic and resulting shifts. The fast paceof technology change and the need for technology professionals who are highly skilled inboth traditional and digital technology areas are driving businesses to rely on thirdparties to realize their business transformation. Our clients have been expanding theirwork with us especially in the areas of digital and cloud. The capabilities that we havebuilt over the past several years are what large enterprises are looking for. Ourmarket-leading capabilities in the technology space are enabling us to be a criticalpartner for our clients.

Our strategic objective is to build a sustainable and resilient organization thatremains relevant to the agenda of our clients while creating growth opportunities for ouremployees generating pro table returns for our investors and contributing to thecommunities that we operate in. Enterprise Customers embarked on significant operatingmodel transformations as they sought out strategic partners with strong capabilities andshared values.

Dynacons helps build impactful customized technology and business solutions thataddress the customer’s business problems. Further its ability to stitch togethercomplex holistic solutions that address the needs of all stakeholders in the enterprisealong with the high levels of trust engendered in customer relationships helps it winlarge deals. These deals bring in high quality revenues powering growth and margins.These solutions create immense value for its customers by helping them embrace newbusiness models pursue new revenue streams deliver superior customer experiences orbuild resilience and efficiency into their operations and gain competitivedifferentiation.

The company’s strong service orientation willingness to invest in therelationship commitment to deliver impactful outcomes and track record of executionexcellence have resulted in consistently high customer satisfaction levels and longenduring customer relationships. The relationship translates into a very high level ofrepeat business that lends greater visibility and predictability to the business model.

We are constantly investing in building newer capabilities and expanding our offerings.By cross-selling and up- selling these new offerings customer engagements continuallyexpand over the years covering newer and newer areas of the enterprise’s operations.Our business model and strategy have resulted in deep and enduring customer relationshipsa vibrant and engaged workforce a steady expansion of its addressable market a strongreputation and a proven track record in brand value. Customer-centricity is at the heartof our strategy organization structure and investment decisions. The company invests inbroadening and deepening customer relationships by continually looking for new areas intheir value chain where the company can add value proactively investing in building newercapabilities reskilling its workforce and launching newer services solutions productsand platforms.

Enterprises are working to improve their agility and flexibility increase automationand move to more realtime operations. Accelerating digital transformation efforts willlikely take a rededication to improving cloud infrastructure data and analyticscapabilities and cybersecurity. It will also likely require a renewed focus on businessmodel transformation and ecosystem development.

Rising competitive pressures are placing a premium on speed agility and flexibilitywith an emphasis on boosting automation enabling real-time operations and reimaginingbusiness models. This can be accomplished through digital transformation which beginswith a move to the cloud while also embracing critical capabilities in the areas of dataand analytics arti cial intelligence and edge computing.

Digital transformation and the cloud are synergistic. The cloud enables digitaltransformation and digital transformation fuels the importance of moving to the cloud.The impetus to move to the cloud is the promise of enhanced flexibility processoptimization and cost reduction. As a result cloud investments are expected to double asa percentage of IT budgets over the next three years as industries seek platforms foradvanced innovation including analytics cloud and blockchain. We are Helping clientsleverage the full breadth of cloud offerings with success tied to specific customeroutcomes.

The future of enterprise cloud strategy will be shaped by three key factors businessagility scaled innovation and security of the ecosystem. That’s why we seek todeliver for organizations the cloud’s full value potential by driving these threefactors through their end-to-end cloud transformation. We enable businesses to redesignthe enterprise from the core and also build new cloud- first capabilities. Hyperscalercloud has rami cations that go beyond the current year extending to the medium and thelonger term as well. This is a decadal technology shift that goes far beyond just theserver and storage aspects of the IT infrastructure and represents a crystallization oftechnology choices at a much broader level.

Your Company has won one of the prestigious contract worth Rs. 24.51 Crore for SupplyInstallation and Maintenance of Hyper- Converged Infrastructure and Implementation ofPrivate Cloud from one of the largest Government owned bank Union Bank of India. Thescope of Contract includes Design and Deployment of the Private Cloud Solution along withthe supply installation & con guration of Hyper Converged Infrastructure at theirDatacenter at Mumbai & DR site at Bengaluru. The Private Cloud solution will deliverservice models such as IaaS (Infrastructure as a Service) PaaS (Platform as a Service)and Saas (Software as a Service). The solution components broadly include Hypervisorsolution with Hyper Converged nodes TOR L3 switches Private Cloud Suites for proposedHCI nodes Software defined Networking & Security solution for proposed hardware andDR Automation . Web-based dashboards with continuous realtime / near real-time statusupdates as well as relevant statistics form are also included in the scope.

As the digital transformation imperative increases adoption of cloud and AI solutionsit’s essential that companies take proactive steps to manage their risk. Cloudsecurity is a major concern for enterprises as key challenges that should be addressed aspart of digital transformation. Dynacons plays an active and collaborative role inpartnering with customers over the long term leveraging its contextual knowledge andtechnology expertise to help them grow and achieve their purpose-led transformationgoals. The focus is on delivering customer centric solutions while enabling hybrid workand digital transformation. The company is investing in designing and developing the rightsolutions required for accelerating digital transformation.

Enterprises are increasingly moving to adopt Next Generation Data Centre Services. Ourdata center infrastructure management solutions ensure enhanced agility therebyfacilitating the delivery of more automated and responsive business service. With strongautomation and process frameworks end users can be assured of pro cient and veri edreference data center architecture-based solutions. We have a wide range of serviceofferings across data center management portfolio comprising data center operations datacenter transformation data center automation and cloud services. We help in making theData centers ready for Digital Transformation and supports the entire lifecycle from DCtransformation to modern data centers by enabling latest technology & solutions likeSoftware Defined Infrastructure Hybrid Cloud architecture and Hyper ConvergedInfrastructure.

Our Company has also won one of the contract worth Rs.30.31 Crores for SupplyInstallation Testing and Commissioning of Software for Locomotive Asset Management (SLAM)from Centre for Railway Information Systems (CRIS). The System for Locomotive AssetManagement (SLAM) project is for management of Electric Locomotive for maintenanceoperation schedules planning & their execution monitoring. This software system alsoenvisages development of software for interlinking sheds (including out pits)divisional/Zonal headquarter workshops CLW RDSO and Railway Board (Ministry ofRailways). Besides management at loco sheds it aims to provide a portal based custombuilt application module for providing specified functionalities to outside usersincluding headquarters divisions Divisional and Headquarters power controllers (TractionLoco Controller) Research Design and Standards Organization (RDSO) POH workshopsChittranjan locomotive Works (CLW) and Railway Board (Ministry of Railways).

Workforces have been beset with multiple recent shifts and challenges rede ning howpeople interact and how work gets done. In the name of improving efficiency more and morecompanies are also harnessing AI technologies and RPA both to streamline tasks andaugment capabilities. There is an increased focus on creating more support and developmentopportunities for employees including reskilling key portions of their workforces. Withso many employees working from home due to the pandemic the challenges of data securityand privacy have become even more pronounced. Remote work also introduces challenges interms of increased IT workloads potential lost productivity and a lack of camaraderiewith colleagues.

Our managed IT workplace services ensure right-sized infrastructure and support. Thisimproves the monitoring of the next generation workplace environment and reduces incidentand problem tickets. Our Workplace Solutions cover the entire lifecycle including sourcingand logistics integration user pro ling and enablement service desk and global eldsupport remote/branch site optimization hybrid messaging enterprise mobile enablementmanaged print services virtualization and desktop as a service and operating systemmigration. Our solutions comprising workplace technologies aim at enhancing usersatisfaction freedom and productivity while optimizing the ROI in workplacetechnologies. End users can consequently look forward to increased automation andcollaboration by adopting workplace technology services.

We have actively worked with and helped many large Enterprises with a complete bouquetof Workplace solutions to help them have a smooth work from home experience. The Companyhas won several contracts with large BFSI and Global enterprises such as Life InsuranceCorporation Facebook Standard and Poor Uber Coinbase etc for their workplacerequirements.

Given the current business environment IT infrastructure services have now grown inimportance. They are now expected to help businesses become agile secureservice-oriented and capable of delivering uni ed experiences to end customers.Technology today is very different from what it used to be a few years ago. Digitisationtoday has made consumers more powerful and transformed the expectations of enterprisesfrom IT. Dynacons offers Infrastructure Management Services (IMS) managing the mission-critical IT environments for some of the largest and most forward-looking organizationsDynacons' Enterprise Services offerings include a wide spectrum of Enterprise IT and O ceAutomation Services including Infrastructure Managed Services Break x Services ManagedPrint Services Cloud Computing Systems Integration Services and Applications Developmentand Maintenance. The Company provides end-to-end technology and technology relatedservices to corporations across industry verticals.

Our IT infrastructure management services offer the experience talent and toolsrequired to help you create run and manage next-generation IT infrastructure. Our ITinfrastructure management services have impressive credentials. We have not only executedcomplex IT transformation projects and have also helped run efficient IT infrastructureservices for enterprise customers. We have also have a proven track record of successfulhigh-complexity delivery customer satisfaction and innovative IT solutions.Dynacons’ IMS offerings caters to enterprises spread across a broad spectrum ofindustries. We are building capabilities in Automation and AI which will help us improveour service delivery a strength our client’s value and leverage to make them moreefficient.

Customer Engagement and Value Creation

We use our domain expertise to build impactful customized technology and businesssolutions that address the customer’s business problems. These solutions createimmense value for our customers by helping them embrace new business models pursue newrevenue streams deliver superior customer experiences or build resilience and efficiencyinto their operations and gain competitive differentiation. The Company’s strongservice orientation willingness to invest in the relationship commitment to deliverimpactful outcomes and record of accomplishment of execution excellence have resulted inconsistently high customer satisfaction levels and long enduring customer relationships.The resultant expansion in relationship capital translates into an extremely high level ofrepeat business that lends greater visibility and predictability to the business model.

Your company has been guided by a set of strong beliefs right from the time it wasfounded. Belief in our core values belief in putting the customer above all belief ininvesting in people and empowering them belief in constantly trying out new ideas andmodels and belief in doing right by all the stakeholder communities we work with. Ourvision is to build a globally respected organization delivering the best-ofbreed businesssolutions leveraging technology delivered by the best-in-class people. We are guided byour value system which motivates our attitudes and actions.

Awards Certifications and Recognitions

In Fiscal 2021 we won multiple awards and recognitions.

Dynacons’ has been ranked 59th in Economic Times India’s Growth Champions2021 list of the fastest growing companies among all Industries in India. The EconomicTimes India’s Growth Champions 2021 list is an initiative that aims to highlight trueaccelerators of the Indian economy. India’s Growth Champions reflects Company’smercurial growth and rising stature which will act as a multiplier effect to furtherspeed up growth. Given the current slowdown of global economies a place in this rankingrepresents a high-pro le acknowledgement of a Company’s performance that extends farbeyond its specific industry. The Company has delivered a solid performance in the pastfew years with revenues in line with expectations. Its outstanding achievements havecontributed to India’s growth wave making it one of the changemakers of the nation.This one-of-a-kind ranking underlines the gold standard for growth and excellence.

Strengths

In our history spanning three decades many moments have become the de ning moments ofour Company. We continually look for new areas in the customer’s business where wecan add value proactively invest in building newer capabilities and launch new offeringsto participate in those opportunities. Our goal is to support our clients with thesystems tools and the skills required to excel their equities. The objective is to boostthe top line embrace new technology-enabled business models create new revenue streamsaddress new customer segments or deepen existing customer relationships.

The most recent pivotal moment came when the pandemic hit India enforced one of thelargest lockdowns globally keeping 1.3 billion people indoors. The city of Mumbai whichis also the headquarters of our Company was severely hit. During these crucial timesDynacons continued to partner with Mumbai Municipal Corporation. We helped them set uptheir critical infra for Covid monitoring including Installing VCs at various locationssetting up COVID command centre infra and providing onsite support. It was our Proudestmoment our little contribution to the big cause.

We have built specific industry domain and technology expertise. These give us theability to articulate and demonstrate long-term value to our clients around the worldwith whom we have deep enduring and expansive relationships. We have nurtured premierecosystem alliances with technology majors and global companies to be able to offerholistic solutions to our clients.

We typically compete with other large technology service providers in response torequests for proposals. Clients often cite our industry expertise comprehensiveend-to-end service capability and solutions ability to scale superior quality andproject execution established delivery model experienced management team talentedprofessionals and track record as reasons for awarding us contracts.

Your Company provides dynamic technology solutions and has the capability to addressthe increased complexity cost and risk associated with these technology platforms. YourCompany has a well-de ned and scalable organizational structure based on productterritory and process knowledge experienced and stable management team strongrelationships with banks and investors. This helps Dynacons achieve its business goals.Dynacons has a team of specialists with experience in leveraging technology to helpimprove efficiency.

The Company has built specific industry domain and technology expertise. These give usthe ability to articulate and demonstrate long-term value to our clients around the worldwith whom we have deep enduring and expansive relationships. We offer end-to-end serviceoffering capabilities in consulting software application development integrationmaintenance validation enterprise system implementation infrastructure management andbusiness process management.We have perfected sophisticated service delivery and qualitycontrol processes standards and frameworks that have resulted in a track record ofperformance excellence and client satisfaction. We have the ability to attract and retainhigh-quality management technology professionals and sales personnel.

Over the years we have invested in building differentiated capabilities such as Specic industry domain and technology expertise and end-to-end service offering capabilitiesin systems integration and infrastructure management. Our work across industries valuechains and geographies gives us keen insights into the pattern of changes impacting thefundamental wiring across a diverse set of businesses and we believe with thisunderstanding we can help our clients pick up the right signals and work out what's next.Our Service Delivery Model divides projects into components that can be executedsimultaneously at client sites and at our o ces in India. Our processes are based on theIT Infrastructure Library (ITILR) service management framework with a focus on continuousservice improvement and customer satisfaction.

Your Company has developed and re ned its Service Delivery Model to ensure a consistentand controlled service process. We have taken several steps to build a sophisticatedservice delivery model and quality control processes standards and frameworks. Our Salesand client engagement teams have ensured deep enduring and expansive relationships withour customers around the world. All of our services and operations are fully aligned withthe world’s most respected standards and frameworks.

We have been leveraging this contextual knowledge products and solutions andpartnerships and alliances with leading technology providers to craft unique solutionsthat transform our customers’ businesses and give them a competitive edge in themarket. This has increased demand for the entire gamut of services solutions productsand platforms offered by us resulting in a stronger order book more robust revenuegrowth and improved market share.

Quality

The Company continues to sustain its commitment to the highest levels of qualitysuperior service management robust information security practices and mature businesscontinuity management by successfully completing annual re-certi cation/surveillanceaudits for various industry standards and models.

The Company has been appraised at Maturity Level 3 of the Capability Maturity ModelIntegration for Development. The Company continues to sustain its commitment to thehighest levels of quality superior service management robust information securitypractices and mature business continuity management. The Company has also driven agilityin its internal processes that enhance competitiveness. The customer centricity rigor inoperations and focus on delivery excellence have resulted in consistent improvements incustomer satisfaction levels.

A strong emphasis is based on quality in every aspect of the Company’s activities.In line with this philosophy we have designed our quality management program and havedefined several key parameters for measurement of quality levels to ensure improvement inthe quality of the deliverables. We continue to sustain its commitment to the highestlevels of quality superior service management robust information security practices andbusiness continuity management. Recognizing that workforce competency is a powerful growthengine competency mapping and development was completed for the workforce withappropriate interventions through a learning and development plan.

Your Company continues to strive towards process improvement for ensuring high qualitydelivery and high levels of customer satisfaction. Customer satisfaction and excellence inquality are key elements for succeeding in the competitive global market. Your Company hasan enduring focus on operational and delivery excellence and towards sustainable growth onthe path of business Excellence. Sustained commitment to highest levels of qualitybest-in-class service management robust information security practices and maturebusiness continuity processes helped the Company attain significant milestones during theyear.

Outlook

We are entering FY 2022 with strong growth momentum and with much better visibility forfuture growth than we did last year powered by a strong order book built up throughoutthe year and a robust deal pipeline.

The key priorities for the technology sector inclded the importance of upgrading supplychains for greater transparency and resiliency; accelerating digital transformationespecially with cloud everything-as-aservice (XaaS) and edge intelligence; andconsidering strategic acquisitions to bolster tech and talent capabilities. It isimperative that technology companies attract and develop talent with skills in criticalareas such as AI robotic process automation (RPA) and cybersecurity. This includes theneed for people who can weave these technologies into specific business objectives.

Demand for cloud-driven as-a-service offerings is growing rapidly as well: One recentforecast estimates that global as-a-service revenue grow rapidly over the next few yearswith further growth powered by emerging business models such as content-as-a-service articial intelligence-as-a-service and Internet of Things-as-a-service

Your company is very well positioned to benefit from this multi-year technologyupgradation cycle and help customers translate their transformative visions into reality.Looking ahead your company sees immense opportunities for growth riding the newtechnology cycle that has kicked o powered by the belief that its differentiatedcapabilities and collaborative solution-centric approach makes it the preferredtransformation partner of its customers. Our belief conveys our optimistic outlook andreflects our limitless potential to create better futures.

Opportunities and threats

Opportunities:

In the post- pandemic world technology will play an ever larger role in helpingenterprises adapt to the new normal and differentiate themselves. Your company is wellpoised to take the lead in partnering customers to recover and rebound on to their growthand transformation journeys. Since every business is becoming software defined andtechnology led business models are emerging in every vertical the technology investmentis more than ever business outcome aligned and would be sustained through economic cycles.

With the explosion of Internet of Things (IoT) devices combined with the increasedportability of computing power and AI-driven tools the time is right for edge computingto experience significant growth. As a result IDC predicts that in three years 45percent of IoT-generated data will be stored processed analyzed and acted upon close toor at the edge of networks. This will largely be driven by IoT applications acrossindustries like manufacturing retail healthcare energy financial services logisticsand agriculture.

We continued our efforts this year on harnessing the power of arti cial intelligence(AI) and automation IoT platforms and robotics. These technologies will rede ne the ITlandscape and the business models of enterprises in the times to come. This will create alot of value for customers and drive revenues. The Work from home requirement will needEnterprise to scale up their investment in their IT Infrastructure collaborationsolutions and workplace services. Government and the BFSI sectors are expected to lead theway and be huge buyers and these are the focus sectors for your Company.

The journey to the digital future requires not just an understanding of newtechnologies and new ways of working but a deep appreciation of existing technologylandscapes business processes and practices. Our strategy is to be a navigator for ourclients as they ideate plan and execute on their journey to a digital future. By stayingtrue to its mission and its values and by continually investing in building newercapabilities your Company is positioned well to become the partner of choice toenterprises in their growth and transformation journeys.

The pandemic may have wiped our strategy slate clean. Still it has also helped uslearn invaluable lessons and use those lessons to recon gure our business and operatingmodels for a new reality. The most significant learning has been to be proactive to beagile and to be exible. We are staying close to customers during these di cult timeshelping them develop and implement strategies that enhance their organizational resilienceand adaptability pivot into new business models or launch new offerings and thrive.

Threats:

In the IT industry the ability to execute projects build and maintain clientpartnerships and to achieve forecasted operating and financial results are significantlyin uenced by the organization’s success in hiring training and retaining highlyskilled IT professionals. The competition from large international and Indian IT companiesis increasing in the domestic market space. Competition is the main threat to most techout ts considering the relentless product cycles the typically rapid move towardscommoditization in the sector and also changes in technology and markets changes ingovernment policy or regulations/legislation etc. also brings challenges and treats to thesmooth functioning of the Company.

The COVID-19 pandemic is a global humanitarian and health crisis. Consequently marketdemand and supply chains have been affected significantly increasing the risk of a globaleconomic recession. The pandemic has impacted and may further impact all of ourstakeholders employees clients investors and communities we operate in.

Risks and Concerns

The COVID-19 pandemic continues to challenge businesses in every possible way and hasampli ed existing risks. Operating in an uncertain and ever-changing environment ouroperations bring in considerable complexities however our risk management strategies aidin ensuring the objectives are achieved. Risks are assessed and managed at various levelswith a top-down and bottom-up approach covering the enterprise the business units thefunctions the customer relationships and projects.

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 identi cation risk assessmentand risk mitigation planning for the Company. Company's objectives and expectations may beforward looking within the meaning of applicable laws and regulations. Technologyinvestments by corporates have shown strong correlations with GDP growth. Uncertainties ineconomic outlook in these markets can impact technology spend and thereby constrain theCompany's growth potential.

The Company strategy is not dependent on any single technology or platform. YourCompany has developed competencies in various technologies platforms and operatingenvironments and offers a wide range of technology options to clients to choose from fortheir business needs.

Your Company operates in an ever evolving and dynamic technology environment.Therefore it becomes important for the Company to continuously review and upgrade itstechnology resources and processes to mitigate technology obsolescence. Rapidly evolvingtechnologies are changing technology consumption patterns creating new classes of buyerswithin the enterprise giving rise to entirely new business models and therefore new kindsof competitors. This is resulting in increased demands on the Company's agility to keeppace with the changing customer expectations. Spending on technology products and servicesby our clients and prospective clients is subject to fluctuations depending on manyfactors including both the economic and regulatory environment in the markets in whichthey operate.

One of the key areas of focus is talent availability and readiness of our leadership tolead and execute the organizational strategy. The focus is on deploying a robust trainingstrategy to cater to the development needs of employees across leadership levels. Thisincludes professional functional technical and leadershipdevelopment learning solutions.The presence and demonstration of required competencies and skills across levels continuesto play a key role in de ning the success trajectory of the organization. It’s theright and able people who bring the business strategy to life a reality that your Companyhas taken note of.

Internal Financial control systems and their adequacy

The Company’s internal controls are commensurate with its size and the nature ofits operations. These have been designed to provide reasonable assurance with regard torecording and providing reliable financial and operational information complying withapplicable statutes safeguarding assets from unauthorized use executing transactionswith proper authorization and ensuring compliance with corporate policies. TheCompany’s well-de ned organizational structure defined authority matrix and internalfinancial controls ensure efficiency of operations protection of resources and compliancewith the applicable laws and regulations. Moreover the Company continuously upgrades itssystems and undertakes review of policies. There is an effective internal control and riskmitigation system which is constantly assessed and strengthened with new/revisedstandards operating procedures. The Company’s internal control system is commensuratewith its size scale and complexities of its operations.

The Company has in material respect an adequate internal financial control overfinancial reporting and such controls are operating effectively. Your Company has awell-de ned delegation of power with authority limits for approving revenue as well asexpenditure and processing payments. The Company has made the employees responsible forestablishing expectations and seeking feedback at every role that is assigned. Theemployees have been enabled to influence their network of peers to co-own goals. This hashelped enable cross functional collaboration and interlock. Understanding employeeengagement and views on the employment experience periodically in our view is notreflective of the needs of the workforce today.

The Company has the robust Management Information System which is an integral part ofthe control mechanism. It has continued its efforts to align all its processes andcontrols with best practices in the group and industry.

Dynacons Systems & Solutions Limited has an audit committee the details of whichhave been provided in the corporate governance report. The Audit Committee of the Board ofDirectors actively reviews the adequacy and effectiveness of the internal control systemsand suggest improvements to strengthen the same.

The internal financial control is supplemented by extensive internal audits regularreviews by management and standard policies and guidelines to ensure reliability offinancial and all other records to prepare financial statements and other data.

Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18of SEBI Regulations 2015) the Company’s audit committee has concluded that as ofMarch 31 2021 the Company’s internal financial controls were adequate and operatingeffectively.

Details of Ratios

The Company hereby provides the details of ratios as required under Schedule V (b) ofthe SEBI (LODR) Amendment Regulations 2018

Details of significant changes in key financial ratios

Sr. No. Particulars 2020-2021 2019-2020
1. Debtors Turnover (in months) 2.80 months 3.07 months
2. Inventory Turnover 0.10:1 0.03:1
3. Interest Coverage Ratio 2.89:1 2.20:1
4. Current Ratio 1.40:1 1.42:1
5. Debt Equity Ratio 0.82:1 0.97:1
6. Net Pro t Margin (%) 2.12% 1.87%

Details of any change in Return on Net Worth as compared to the immediately previousfinancial year along with a detailed explanation thereof

Financial Year 2020-2021 2019-2020
Debtors Turnover (in months) 2.80 months 3.07 months
Return on Networth (%) 17.27% 15.79%

The Return on net worth increased during the year 2020-21 as compared to previous year2019-20 because of net profit earned of Rs. 922 Lakhs in 2020-21 as against net profitearned of Rs 612 Lakhs in year 2019-20.

3. Dividend

For FY 2021 based on the Company’s performance the Directors had declaredinterim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity shareamounting to Rs. 4586540 to be paid out of profits of the Company for the FY 2020-2021on the equity shares to those shareholders whose names appeared in the Register of Membersof the Company on cut-o date i.e. September 23 2020.The interim dividend paid isconsidered as nal dividend for the financial year ended March 31 2021.

For FY 2022 based on the Company’s performance the Directors had declaredinterim dividend of 5% of the Face Value of the share i.e. Rs. 0.50 per equity shareamounting to Rs. 50665400 to be paid out of profits of the Company for the FY 2021-2022on the equity shares to those shareholders whose names appeared in the Register of Membersof the Company on cut-o date i.e. August 23 2021.

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") is disclosed in the Corporate GovernanceReport and is uploaded on the Company’s website.

4. Transfer to Reserves

The Company has not transferred any amount to reserves.

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

The requirement of transfer of unclaimed dividend to Investor Education and ProtectionFund as per the provisions of Sec.125 (2) of the Companies Act 2013 does not apply tothe Company for the year ended on March 31 2021.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

During the year under review there have been no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of theFinancial Year of the Company to which the Financial Statements relate and the date of thereport however during the year under review the Company had allotted 1920000 warrantsconvertible into equity shares and 1600000 warrants convertible into equity shares ofRs. 28 each including a premium of Rs. 18 each to promoter promoter group and relativesof promoters on March 10 2021 and March 26 2021 respectively which were issued on apreferential basis and approval of shareholders was taken in the Annual General Meeting ofthe Company held on September 30 2020.

The Company had received In-principle approval from BSE Limited and National StockExchange of India Limited for allotment of 1920000 warrants convertible into equityshares on February 25 2021 and December 28 2020 respectively and In-principle approvalfor allotment of 1600000 warrants convertible into equity shares was received on March16 2021 from BSE Limited and National Stock Exchange of India Limited.

The Board had converted 960000 warrants into Equity shares on March 312021 for whichthe Company received listing approval from BSE Limited and National Stock Exchange ofIndia Limited on June 11 2021 and May 12 2021 respectively and Trading approval from BSELimited and National Stock Exchange of India Limited on June 22 2021 for the same.

The Directors had declared interim dividend of 5% of the Face Value of the share i.e.Rs. 0.50 per equity share amounting to Rs. 50665400 to be paid out of profits of theCompany for the FY 2021-2022 on the equity shares to those shareholders whose namesappeared in the Register of Members of the Company on cut-o date i.e. August 23 2021.

Mr. Dilip Palicha Non-Executive Independent Director of the Company resigned from thepost of Directorship and as a Chairman of Stakeholder’s Relationship Committee and asa member of Audit Committee Nomination and Remuneration Committee and Risk ManagementCommittee w.e.f. April 22 2021.

Mrs. Archana Phadke Non-Executive Independent Director of the Company who was alreadythe member of Stakeholders’ Relationship & Grievance Committee was appointed asthe Chairperson of the Stakeholders’ Relationship & Grievance Committee and asthe member of Audit Committee Nomination & Remuneration Committee and Risk ManagementCommittee w.e.f. April 22 2021.

7. 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 courts ortribunals impacting the going concern status and company’s operations in future.However The Company had sought relaxation from SEBI for strict compliance of Regulation163(1)(f) of Chapter V of SEBI ICDR Regulations 2018 with respect to disclosure ofbeneficial owners of Trigem Infosolutions Limited in the Explanatory statement of the AGMnotice dated September 03 2020 pertaining to the preferential issue of 3520000warrants convertible into equity shares at a price of Rs. 28/- per warrant to promoterpromoter group and relatives of promoter.

SEBI vide letter dated January 28 2021 having reference number SEBI/HO/CFD/DIL1/OW/P/2021/1966/1 acceded the request of the Company subject to the Company makingsuitable disclosure to all the shareholders by way of errata to the AGM and explanatoryStatement disclosing the details of ultimate beneficial owners of Trigem in newspaperhaving vide circulation and disclosing this letter to BSE Limited and NSE Limited (StockExchanges) and placing the same before the Board in it’s next meeting.

The Company has made compliance with the same.

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

During the year under review there were no cases led under the Sexual Harassment ofWomen at orkplace (Prevention Prohibition and Redressal) Act 2013.

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

The Company has a subsidiary Dynacons Systems & Solutions Pte. Ltd. as on March 312021. There are no associate companies or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiary.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company’s subsidiaries in Form AOC-1is attached to the financial statements of the Company as Annexure -V

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited financial statements in respect of subsidiaries are available on thewebsite of the Company.

9. Directors and Key Managerial Personnel

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Company.

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

On recommendation of Nomination & Remuneration Committee the Board of Directors inits meeting held on September 01 2021 had re-appointed Mr. Jitesh Jain for a period ofFive years subject to approval of Members.

Mr. Dilip Palicha Non-Executive Independent Director of the Company resigned from thepost of Directorship and as a Chairman of Stakeholder’s Relationship Committee and asa member of Audit Committee Nomination and Remuneration Committee and Risk ManagementCommittee w.e.f. April 22 2021.

Mrs. Archana Phadke Non-Executive Independent Director of the Company who was alreadythe member of Stakeholders’ Relationship & Grievance Committee was appointed asthe Chairperson of the Stakeholders’ Relationship & Grievance Committee and asthe member of Audit Committee Nomination & Remuneration Committee and Risk ManagementCommittee w.e.f. April 22 2021.

All the above appointments/re-appointments by the Board of Directors are based on therecommendation of the Nomination and Remuneration Committee. The resolutions foraforementioned appointment/ reappointments together with requisite disclosures are set outin the Notice of the ensuing 26th AGM. The Board recommends all the resolutions for yourapproval.

Pursuant to the provisions of Section 149 of the Act the Independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission and reimbursement of expenses if any.

Pursuant to the provisions of Section 203 of the Act there has been no change in thekey managerial personnel during the year.

10. 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

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which is a part of this report.

11. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. MSP & Co. Chartered Accountants (ICAI Firm Registration No. 107565W) had beenappointed as the statutory auditors of the Company for a term of ve consecutive years atthe AGM held in the year 2017. The Companies (Amendment) Act 2017 has waived therequirement for rati cation of the appointment of auditor by the shareholders at everyAnnual General Meeting with effect from May 07 2018. Hence the approval of the membersis not being sought for the re-appointment of the Auditors in line with the resolutionpassed for their appointment at the 22nd AGM held on September 29 2017.

Auditors have con rmed that they are not disqualified to act as Auditors and areeligible to hold officeas Auditors of your Company. They have also con rmed that they holda valid peer review certificate as prescribed under Listing Regulations.

12. Auditors’ Report

The Auditors’ Report does not contain any quali cation. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.

13. Corporate Governance

Pursuant to Schedule V to the Listing Regulations and as required under Regulation 27of Securities & Exchange Board of India (Listing Obligations & DisclosureRequirements) Regulations 2015 with the Stock Exchanges the report on ManagementDiscussion and Analysis Corporate Governance as well as the Certificate regardingcompliance of conditions of Corporate Governance forms part of the Annual Report and theCertificate duly signed by the Chairman cum Managing Director and Chief Financial Officeron the Financial Statements of the Company for the year ended March 31 2021 forms a partof Annual Report.

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

14. Code of Conduct for Directors and Senior Management

The Directors and members of Senior Management have a rmed compliance with the Code ofConduct for Directors and Senior Management of the Company. The copies of Code of Conductas applicable to the Executive Directors (including Senior Management of the Company) andNon-Executive Directors are uploaded on the website of the Company www.dynacons.com.

15. 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 AnnualReport.

16. 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 as per SEBI(Listing Obligationsand Disclosure Requirements) Regulations 2015. Other than these none of the Directorsare related.

17. 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 thelimits specified under the said rules read with Rule 5(2) of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules

18. 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 along withrelevant documents as per third proviso to Section 136(1).

Details of Vigil mechanism for directors and employees to report genuine concerns asper proviso to Section 177(10).

The terms and conditions of appointment of independent directors as per Schedule IV tothe act.

Latest Announcements

Annual Reports

Shareholding Pattern

Code of Conduct

Corporate Governance

Nomination and Remuneration Policy

Materiality Policy under Regulation 30 of SEBI(LODR) Regulations 2015

CSR Policy2014.

19. Human Resource Management (Material developments in Human Resources/IndustrialRelations front including number of people employed)

The ability to attract motivate develop and retain talent is critical to ourcontinued success. The company’s HR strategy is focused on attracting the besttalent reskilling and transforming the workforce and providing a stimulating workplacewhich is exible nurtures social contract fosters innovation and builds aresultoriented high performance culture. The progressive policies continual investmentin upgrading employees’ skills and the philosophy of empowering individuals andhelping them realize their potential

Our empowering culture philosophy of investing in people career growth opportunitiesand progressive HR policies have resulted in consistently high retention levels anddeveloped a strong employer brand. A robust Talent Acquisition system enables the Companyto balance unpredictable business demands with a predictable resource supply throughorganic and inorganic growth. Attracting enabling and retaining talent have been thecornerstone of the Human Resource function and the results underscore the important rolethat human capital plays in critical strategic activities such as growth.

Empowered individuals take ownership of outcomes beyond just the completion of anassigned task. Empowered purpose-driven teams can cope even with unexpected eventsbecause they know exactly what they need to do even when no explicit instructions areprovided. Such concerted autonomous behaviors in aggregate give the organization theability to cope with sudden shocks and impart organizational resilience.

Continual pursuit to connect with our employees on a regular basis communicate in anopen and transparent manner and progressive HR policies are yielding desired results. wefocus on promoting a collaborative transparent and participative organization cultureand rewarding individual contribution and innovation.

The number of people employed during the year ended on March 31 2021 were 1026.

20. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act 2013 the Company had appointed M/s. HSAssociates Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for the F.Y. 2020-2021. The Company has provided all theassistance and facilities to the Secretarial Auditor for conducting their audit. Report ofSecretarial Auditors for the F.Y. 2020-2021 in Form MR-3 is annexed to this report asAnnexure-II.

21. Explanation or comments on Quali cations reservations or adverse remarksmade by Auditors and the Practicing Company Secretary in their Reports:

The Auditors’ Report to the members on the Accounts of the Company for thefinancial year ended 31st March 2021 does not contain any quali cations reservations oradverse remarks. The Auditors’ Report to the members on the Accounts of the Companyand the for the financial year ended 31st March 2021 does not contain any quali cationsreservations or adverse remarks. The observations of the Secretarial Auditors andManagement’s reply to the same is as under:

1. Pursuant to the provisions of Regulation 44(3) of SEBI (Listing ObligationsDisclosure Requirements) Regulations 2015 the Company delayed the submission of VotingResults from the conclusion of the 25th Annual General Meeting of the Company held on 30thSeptember 2020.

Board’s Response- October 02 2020 being a National holiday Voting Result forthe 25th Annual General Meeting held on September 30 2020 was submitted by the Company onOctober 032020.

22. Share Capital

The paid up Equity Share Capital of the Company as on March 31 2020 was Rs.91730800 divided into 9173080 equity shares of Rs. 10 each which has increased to Rs.101330800 divided into 10133080 Equity shares of Rs. 10 each as on March 31 2021since the Company had converted 960000 warrants into Equity shares issued onpreferential basis for Rs. 28 each (including a premium of Rs. 18 each) on March 31 2021.

23. Shares:

a. Buyback of Securities: The Company has not bought back any of the securities duringthe year under review.

b. Sweat Equity: The Company has not issued any sweat equity shares during the yearunder review.

c. Employee Stock Option Plan: The Company has not provided any stock options to theemployees for the year under review

d. Preferential issue: The Company had allotted 1920000 warrants convertible intoequity shares and 1600000 warrants convertible into equity shares of Rs. 28 eachincluding a premium of Rs. 18 each to promoter promoter group and relatives of promoterson March 10 2021 and March 26 2021 respectively which were issued on a preferentialbasis and approval of shareholders was taken in the Annual General Meeting of the Companyheld on September 30 2020.

24. Credit Rating

Your Directors have pleasure to inform that Acuite had carried out a credit ratingassessment of the Company both for short term and long term bank facilities in compliancewith norms implemented by Reserve Bank of India for all banking facilities which enablesthe Company to access banking services at low costs. Acuite has assigned BBB rating toyour Company for long term working capital facilities for a total amount of Rs. 35.00Crores. Acuite has also assigned Acuite A3+ rating for the short term bank facilities ofthe Company up to Rs. 30 Crores.

25. Fixed Deposits

Your Company has not accepted any xed deposits and as such no amount of principal orinterest was outstanding as on the date of the Balance Sheet.

26. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 the Directors con rm that to the best of their knowledge and belief:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with no material departures;

(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of a airs of the Company at the end of the financial year and of the prot/loss of the Company for that period;

(c) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

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

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) the Companies (Accounts) Rules 2014 forming part of Directors’ Report for theyear ended 31st March 2021 is as under: Conservation of Energy: The Company’soperations involve low energy consumption. However efforts to conserve and optimize theuse of energy through improved 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. 1187.66 Lakhs(previous year 2464.71 Lakhs) Foreign Exchange Outgo : Rs. 1037.25 Lakhs (previous year352.40 Lakhs)

28. 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.

29. Number of Meetings of the Board

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

30. 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.

31. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ remuneration and appointment and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of this report.

32. Internal Financial Control System

The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.

33. Composition of Audit Committee

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

*Note- Mr. Dilip Palicha Non-Executive Independent Director of the Company resignedfrom the post of Directorship and as a Chairman of Stakeholder’s RelationshipCommittee and as a member of Audit Committee Nomination and Remuneration Committee andRisk Management Committee w.e.f. April 22 2021.

Mrs. Archana Phadke Non-Executive Independent Director of the Company who was alreadythe member of Stakeholders’ Relationship & Grievance Committee was appointed asthe Chairperson of the Stakeholders’ Relationship & Grievance Committee and asthe member of Audit Committee Nomination & Remuneration Committee and Risk ManagementCommittee w.e.f. April 22 2021.

34. Vigil Mechanism (Whistle Blower Policy):

Your Company has established a mechanism called ‘Vigil Mechanism’ fordirectors and employees to report the unethical behavior actual or suspected fraud orviolation of the Company’s code of conduct or ethics policy and provides safeguardsagainst victimization of employees who avail the mechanism. The Vigil Mechanism Policy hasbeen uploaded on the website of the Company at http://dynacons.com/ wpcontent/uploads/2020/08/Vigil-mechanism-policy-DSSL-Final.pdf.

35. Risk Management Policy:

Risk Management Policy identi es 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.

36. Corporate Social Responsibility:

The Company has constituted a Corporate Social Responsibility Committee as per Section135(1) of the Companies Act 2013. The composition of CSR Committee and terms of referenceare provided in Corporate Governance Report. The CSR policy is uploaded on theCompany’s website at www.dynacons.com. The CSR Report for the Financial Year 2020-21is annexed to this report as Annexure-VI.

37. 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. The same is also available onthe website of the company at the web link: http://dynacons.com/investors/

38. 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.

39. Particulars of contracts or arrangements with related parties:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. The details of material contracts or arrangements or transactions at arm'slength basis or otherwise have been disclosed in Form AOC-2 as Annexure III.

Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is uploaded on the Company’s website athttp://dynacons.com/Policy%20on% 20Related%20Party%20Transactions.x24892.pdf

40. Obligation of Company under the Sexual harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013

Your Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace. An Internal Complaints Committee has been constituted in line with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013(‘the said Act’). During the year Company has not received any complaint ofharassment.

41. Disclosure Requirements

As per SEBI Listing Regulations the Corporate Governance Report with theAuditors’ Certificate thereon and the integrated Management Discussion and Analysisare attached which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

No application has been made under Insolvency and Bankruptcy Code: hence requirement todisclose the details of application made or any proceedings pending under the Insolvencyand Bankruptcy Code 2016 (31 of 2016) during the year along with their status as at theend of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation doneat the time of onetime settlement and valuation done while taking loan from the Banks andFinancial Institutions along with the reasons thereof is also not applicable.

42. Acknowledgements

Your Directors thank the Company’s Investors Clients Vendors Bankers Businessand various 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 solidaritycooperation and support.

The Directors mourn the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to ght thispandemic.

The Directors appreciate and value the contribution made by every member of theDynacons family.

For and on behalf of the Board of Directors

Shirish Anjaria Parag Dalal
Chairman cum Executive Director
Date: September 01 2021 Managing Director Din no.: 00409894
Place: Mumbai Din no.: 00444104

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