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Dynamic Archistructures Ltd.

BSE: 539681 Sector: Financials
NSE: N.A. ISIN Code: INE874E01012
BSE 05:30 | 01 Jan Dynamic Archistructures Ltd
NSE 05:30 | 01 Jan Dynamic Archistructures Ltd

Dynamic Archistructures Ltd. (DYNAMICARCHIST) - Director Report

Company director report

Directors' Report to the Members

Your Directors present their Twenty fourth Report together with the Audited FinancialStatement of your Company for the year ended 31st March 2020.

Financial Summary and Highlights

Financial Performance: 2019-20 2018-2019
Gross Income 158.20 204.16
Total Expenditure 247.37 63.67
Profit Before Depreciation and Taxation (89.17) 140.49
Depreciation 3.75 3.84
Profit before Taxation (92.92) 136.65
Provision for taxation (0.12) 28.72
Net Profit after Tax (92.80) 107.93
Balance carried over to Balance Sheet (92.80) 107.93

The financial statements of the Company have been prepared in accordance with theCompanies (Accounting Standards) Rules.

In terms of Section 129 of the Act read with Rules framed there under auditedfinancial statements of the Company along with the Auditors' Report shall be laid beforethe ensuing Annual General Meeting of the Company for the financial year ended March 312020.

Dividend

The Board has not recommended any Dividend for the current financial year in view ofthe losses.

Transfer to Reserves

No amount was transferred to the reserves during the financial year ended 31st March2020 due to losses.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno unpaid dividend lying with the Company.

Operations/ State of the Company's Affairs

Your Company is a RBI registered Non-Banking Finance Company and it has achieved a netloss after tax of Rs. 9280379.45 /- against net profit after tax Rs.10792181.99/- in the previous year.

During the year under review there has been no change in the nature of business ofyour Company.

Material Changes and Commitment if any affecting the Financial Position of the Companyoccurred between the end of the financial year to which this financial statement relateand the date of the report

The Covid-19 Pandemic

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite period.Measures taken to contain the spread of the virus including travel bans quarantinessocial distancing and closures of non-essential services have triggered significantdisruptions to businesses worldwide resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies by way ofinterruption in unavailability of personnel closure / lockdown of facilities etc. OnMarch 24 2020 the Government of India ordered a nationwide lockdown for 21 days whichfurther got extended till May 3 2020 to prevent community spread of COVID- 19 in Indiaresulting in significant reduction in economic activities.

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees. From a highly centralized model consisting of work spaces set to the switch towork from home for employees extending all the elements of the Company's working modelwas carried out seamlessly.

As of March 31 2020 work from home was enabled to close to employees to work remotelyand securely. This response has reinforced customer confidence in the Company and many ofthem have expressed their appreciation and gratitude for keeping their businesses runningunder most challenging conditions.

Although there are uncertainties due to the pandemic and reversal of the positivemomentum gained in the last quarter of FY2020 and during this period of lockdown theCompany has taken various steps towards rethinking the 'new normal' for the business andgearing our offerings for the post COVID-19 lockdown world.

Other than above mentioned situation affecting the Company no material changes andcommitments have occurred after the close of the year till the close of this Report whichaffects the financial position of the Company.

Share Capital

The issued subscribed and paid-up Share Capital of the Company stood at Rs.50100000as at March 31 2020 comprising of 5010000 Ordinary (Equity) Shares of Rs. 10 each fullypaid-up. There was no change in Share Capital during the year under review.

Employee Stock Options Scheme

During the year under the review the Company has not issued any Shares pursuant to theEmployee Stock Options Scheme.

Holding Company / Subsidiary Company

The Company doesn't have any Holding Company Subsidiary Associate or Joint VentureCompany.

Management Discussion and Analysis Report

In accordance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is appendedto this Report as Annexure - I.

Corporate Governance

As per the Regulation 15(2)(a) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which are effective from December 1 2015 provisionswith respect to Corporate Governance compliance shall not apply to a listed entity withPaid-up Capital upto Rs.100000000 (Indian Rupees Ten Crore) and Net Worth upto Rs.250000000(Indian Rupees Twenty Five Crore) as on the last day of previous financial year.

As on March 31 2019 and March 31 2020 the Paid-up Share Capital of the Company is Rs.50100000only and the Net Worth is Rs. 219147602.19 and Rs. 209867222.74 andtherefore the requirement of compliance with Corporate Governance is not applicable to theCompany

Corporate Social Responsibility ("CSR")

The provisions relating to CSR are not applicable to the Company.

Directors and Key Managerial Personnel Directors

During the year under review the Board of Directors had re-appointed Ms. Padma Paila asan additional (Independent) Director w.e.f. March 24 2020. Pursuant to Section 161 sheholds office as such upto the date of 24th Annual General Meeting of theCompany to be held on September 30 2020. Ms. Padma Paila was appointed as an IndependentDirector at 19th AGM for 5 years w.e.f March 24 2015 to March 23 2020. Mr.Vijay Jain was appointed as an Independent Director at 19th AGM for 5 yearsw.e.f September 30 2015 to September 29 2020. The Board proposes their reappointment forthe second term of five years to the shareholders.

Mr. Danmal Porwal aged 77 was appointed as Managing Director w.e.f October 1 2020 forfive years and Board has on the recommendation of the Nomination and RemunerationCommittee subject to the Shareholders approval at the forthcoming Annual General Meetingof the Company proposed to re-appoint Mr. Danmal Porwal as Managing Director to bedesignated as Chairman cum Managing Director w.e.f. October 1 2020 for the period of 5years subject to liable by retire by rotation.

For the FY 2019-20 Company has incurred net loss of Rs.92.80 and paid managerialremuneration of Rs.14500000 to Mr. Danmal Poral which was duly approved by the membersat their 19th AGM held on September 30 2015. In view of the same Companyproposed to take shareholders approval for the waiver of recovery of excess managerialremuneration paid to Mr. Danmal Porwal Managing Director for the financial year endedMarch 31 2020 pursuant to the provisions of Section 197(10) of the Companies Act 2013.

As on March 31 2020 your Company had 5 Directors. Mr. Danmal Porwal Chairman cumManaging Director Mr. Rakesh Porwal Non-Executive Promoter Director and Mr. DebendraTripathy Non - Executive Director. Mr. Vijay Kumar Jain and Mrs. Padma Paila are theIndependent Directors of the Company.

Retirement by rotation

In terms of provisions of Section 152(6) of the Act Mr. Debendra Tripathy ( DIN00948186) being longest in the office shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

Key Managerial Personnel

Mr. Danmal Porwal Chairman Cum Managing Director Mr. Sunny Jain Chief FinancialOfficer and Mrs. Annu Chandak Company Secretary and Compliance Officer are the KeyManagerial Personnel of the Company.

Receipt of any commission by MD / WTD from Company or for receipt ofcommission/remuneration from its holding or Subsidiary Company

During the year under review the Company has not paid any commission to any of itsdirectors. The Company does not have any subsidiary / holding Company therefore thequestion of receipt of any amount does not arise.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 evaluation of every Director's performance wasdone by Nomination and Remuneration Committee. The performance evaluation ofNon-Independent Directors and the Board as a whole Committees thereof and Chairperson ofthe Company was carried out by the Independent Directors. Evaluation of IndependentDirectors was carried out by the entire Board of Directors excluding the Director beingevaluated. A structured questionnaire was prepared after circulating the draft formscovering various aspects of the evaluation such as adequacy of the size and composition ofthe Board and Committee thereof with regard to skill experience independence diversity;attendance and adequacy of time given by the Directors to discharge their duties;Corporate Governance practices etc. The Directors expressed their satisfaction with theevaluation process.

Separate Meeting of the Independent Directors

The Independent Directors of your Company met without the presence of the ExecutiveChairman or the Managing Director or other Non-Independent Director or Chief FinancialOfficer or any other Management Personnel.

These Meetings are conducted to discuss matters pertaining to inter alia review ofperformance of Non-Independent Directors and the Board as a whole review the performanceof the Executive Chairman of the Company (taking into account the views of the Executiveand Non-Executive Directors) review the performance of the Company assess the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

One Meeting of Independent Directors were held during the year and the meeting was wellattended.

The Independent Directors holds a unanimous opinion that the Non-Independent Directorsbring to the Board constructive knowledge in their respective field. The IndependentDirectors expressed their satisfaction with overall functioning and implementations oftheir suggestions.

Declaration of Independent Directors

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that they meet the criteria of Independent laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The Independent Directors of the Company have complied with the Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby The Indian Institute of Corporate Affairs Manesar ('IICA'). The Independent Directorsare also required to undertake online proficiency self assessment test conducted by theIICA within a period of 1 (one) year from the date of inclusion of their names in the databank unless they meet the criteria specified for exemption.

In the opinion of the Board the independent directors possess the requisite integrityexperience expertise required under all applicable laws and the policies of the Bank.

Familiarization Programme for Independent Directors

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters along withother details as required pursuant to the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are available on the website of the Companyatwww.dynamicarchistructures.com.

Policies on Appointment and Remuneration of Directors Key Managerial Personnel andEmployees

In accordance with the provisions of section 134(3)(e) of the Companies Act 2013("the Act") read with section 178(2) of the Act and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 your Company hasadopted a Policy on Appointment of Directors and Senior Management and succession planningfor orderly succession to the Board and the Senior Management which inter alia includesthe criteria for determining qualifications positive attributes and independence ofDirectors.

Your Company has also adopted the Policy on Remuneration of Directors Key ManagerialPersonnel and Employees of the Company in accordance with the provisions of sub-section(4) of section178 and the same are appended as Annexure II-A and Annexure II-B andform part of this Report.

Meetings

During the year under review the Board met 5 times on May 27 2019 July 30 2019November 4 2019 January 27 2020 and March 20 2020. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The 23nd Annual General Meeting (AGM) of the Company was held on September23 2019.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act 2013the Directors based on therepresentations received from the operating management and after due enquiry confirmthat:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;

(b) they had 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 affairs of the company at the end of the financial year ended 31stMarch 2020 and of the profit of the Company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis; and

(e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.

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

Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions ofSecretarial Standards on Meetings of the Board of Directors (SS-1) and SecretarialStandards on General Meetings (SS-2) and is in compliance with the same.

Internal Financial Controls and Adequacy

The Company has in place adequate internal financial controls with reference to thefinancial statements. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management Internal Auditors and Statutory Auditors and theadequacy of internal audit function significant internal audit findings and follow-upsthereon.

Composition of Audit Committee

The Audit Committee comprises of Mr. Vijay Kumar Jain Mrs. Padma Paila and Mr. RakeshPorwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. The role terms ofreference and powers of the Audit Committee are in conformity with the requirements of theCompanies Act 2013.

The role terms of reference and powers of the Audit Committee are in conformity withthe requirements of the Companies Act 2013 and applicable regulations of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Committee met 5 times during the year under review on May 28 2019 July 30 2019November 4 2019 January27 2020 and March 20 2020. The Committee inter- aliadiscussed on financials audit reports and appointment of auditors. The Board accepted allrecommendations of the Audit Committee made from time to time. All the members of theCommittee attended all the meetings.

Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of Mr. Vijay Kumar Jain Mr. RakeshPorwal and Mrs. Padma Paila. Mr. Vijay Kumar Jain is the Chairman of the Committee.

The constitution and terms of reference are in compliance with the provisions of theAct and the applicable regulations of SEBI Listing Regulations.

The Committee met twice during the year under review on May 28 2019 July 30 2019.

Composition of Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Vijay Kumar Jain Mr. RakeshPorwal and Mrs. Padma Paila. Mr. Vijay Kumar Jain is the Chairman of the Committee.

The constitution and terms of reference are in compliance with the provisions of theAct and the applicable regulations of SEBI Listing Regulations.

The Committee met 4 times during the year under review.

Vigil mechanism / Whistle Blower Mechanism

The Company has established a vigil mechanism by adopting a Whistle Blower Policy forDirectors and employees to report genuine concerns in the prescribed manner. The vigilmechanism is overseen by the Audit Committee and provides adequate safeguards againstvictimization of employees and Directors. Whistle Blower Policy is a mechanism to addressany complaint(s) related to fraudulent transactions or reporting intentionalnon-compliance with the Company's policies and procedures and any other questionableaccounting/ operational process followed. It provides a mechanism for employees toapproach the Chairman of Audit Committee or Chairman of the Company or the CorporateGovernance Cell. During the year no such incidence was reported and no personnel weredenied access to the Chairman of the Audit Committee or Chairman of the Company or theCorporate Governance Cell. The Whistle Blower Policy of the Company is available at weblink: http:/ /www.dynamicarchistructures.com/PDF/POLICY /Whistle%20Blower%20Po licy.pdf

Risk Management

Your Company has in place Risk Management Policy which includes identificationtherein of the elements of risk which in the opinion of Board may threaten the existenceof the Company. Your Company's Risk Management Policy sets out the objectives and elementsof risk management within the organization and helps to promote risk awareness amongstemployees and to integrate risk management within the corporate culture.

Statuory Auditors

M/s. Surana Singh Rathi and Co. Chartered Accountants Chartered Accountants wereappointed as the Statutory Auditors at the Annual General Meeting held on September 302015 for the period of 5 years upto the forthcoming AGM 2020.

As per the provisions of section 139 of the Companies Act 2013 the Statutory Auditorcan be appointed for the second term of 5 years.

The Board of Directors on the recommendations of the Audit Committee has approved andrecommended to the Members the appointment of M/s. Surana Singh Rathi and Co. as theStatutory Auditors of the Company who has given written consent to act as StatutoryAuditors of your Company for the second term of 5 years and have also confirmed that thesaid appointment would be in conformity with the provisions of Section 139 and 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors ) Rules2014.

Members approval sought for appointment of M/s Surana Singh Rathi and Co. CharteredAccountants (ICAI Registration No. 317119E) at the upcoming Annual General Meeting of theCompany to be held on September 30 2020 for 5 years commencing from ensuing annualgeneral meeting until the conclusion of AGM of the Company to be held in the year 2025.

Secretarial Auditor

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form. The Board of Directors appointed M/s. V.P. MahipalPractising Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit ofthe Company for Financial Year 2019-20 but due to his resignation the Board at its BoardMeeting held on March 20 2020appointed Amit Kumar C. Sharma as the Secretarial Auditor toconduct the Secretarial Audit for the Financial year 2019-20 and their report is annexedto this Board report as Annexure-III.

Explanation or comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Auditors and the Practicing Company Secretary in their reports

The Auditors' Report on the financial statements of the Company for the year endingMarch 31 2020 is unmodified i.e. it does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements formingpart of the annual report.

There were no qualifications reservations or adverse remarks made Secretarial Auditorof the Company in the Secretarial Audit Report.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

Details of Significant and Material Orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operation in future.

Particulars of loans guarantees or investments under Section 186 of the Companies Act2013

Your Company is an RBI registered Non-Banking Finance Company and therefore theprovisions of Section 186 are not applicable. There were no guarantees given or securityprovided by the Company under Section 186 of the Companies Act 2013 during the year underreview. Particulars of loans given and investments made are provided in the financialstatement (Please refer to Note no. 4 and 5 to the financial statement). All the loanswere given for the purpose of business of the recipients.

Contracts and 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's lengthbasis.

There were no materially significant related party transactions with the PromotersDirectors and Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large.

The particulars of material contracts or arrangements made with related parties in FormAOC 2 pursuant to Section 188 are furnished in Annexure-IV and are attached to thisreport.

The RPT Policy as approved by the Audit Committee and the Board is available on thewebsite of the Company https://www.dynamicarchistructures.com/PDF/POLICY/RPT%20Policydraft. pdf Your Directors draw attention of the members to Note No. 31 of the SignificantAccounting Policies and Notes on Accounts to the Standalone Financial Statements whichsets out related party disclosure.

Applicable disclosures in terms of Regulation 34(3) read with Schedule V of the ListingRegulations as on March 31 2020 have been provided at Annexure-V to this Board'sReport.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Since your Company is engaged in financial services activities its operations are notenergy intensive nor does it require adoption of specific technology and hence informationin terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 isnot provided in this Board's Report. Your Company is vigilant on the need for conservationof energy.

The total Foreign Exchange Inflow was Rs. Nil and Outflow was Rs. Nil during the yearunder review.

Particulars of Remuneration to Employees and Other Required Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules

2014 no employee is drawing any remuneration which is in excess of the limits laiddown therein.

Details of employee remuneration as required under provisions of section 197(12) of theCompanies Act 2013 read with Rule 5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available for inspection duringworking hours at the Registered Office of the Company during 21 days before the AnnualGeneral Meeting and shall be made available to any Shareholder on request.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure VI.

Extract of Annual Return

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of theCompanies Act 2013 read with rule 12 of the Companies (Management and Administration)Rules 2014 as amended vide MCA notification dated August 28 2020 a copy of the AnnualReturn is available on https: / / www.dynamicarchistructures.com/.

Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.

General

Company has prepared its financial statements as per Indian accounting standard (INDAS) and previous year figures have been adjusted accordingly.

Sexual Harassment

Your Directors further state that during the year 2019-20 there were no complaintsfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Cautionary Statement

Certain statements in the Directors' Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include labour and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic development within India and other incidental factors.

Appreciation and Acknowledgement

The Directors take this opportunity to express their appreciation to all stakeholdersof the Company including the Reserve Bank of India the Ministry of Corporate Affairs theSecurities and Exchange Board of India the Government of India and other RegulatoryAuthorities the BSE Limited Bankers Financial Institutions Members Customers andEmployees of the Company for their continued support and trust. Your Directors would liketo express deep appreciation for the commitment shown by the employees in supporting theCompany in achieving continued robust performance on all fronts.

For and on behalf of the Board

Danmal Porwal Rakesh Porwal
Chairman Cum Managing Director Director
DIN: 00581351 DIN: 00495444
Date: September 012020 Place: Kolkata

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