Directors' Report to the Members
Your Directors present their Twenty Second Report together with the Audited FinancialStatement of your Company for the year ended 31st March 2018.
| || ||(Rs. In Lakh) |
|Financial Performance: ||2017 -18 ||2016 -17 |
|Gross Income ||143.44 ||264.10 |
|Total Expenditure ||50.06 ||95.48 |
|Profit Before Depreciation and Taxation ||93.38 ||168.62 |
|Depreciation ||3.86 ||3.34 |
|Profit before Taxation ||89.52 ||165.28 |
|Provision for taxation ||19.93 ||53.65 |
|Net Profit after Tax ||69.59 ||111.63 |
|Balance carried over to Balance Sheet ||69.59 ||111.63 |
The Board has not recommended any dividend for the current financial year in order toconserveits Profits.
Transfer to Reserves
Pursuant to the provisions of Section 45IC(1) of the Reserve Bank of India Act 1934 Rs.1391881 has been transferred to Statutory Reserve and Rs. 5567524.26 hasbeen transferred to General Reserve.
Operations/ State of the Company's Affairs
Your Company is a RBI registered Non-Banking Finance Company and it has achieved a netprofit after tax of Rs. 6959405.26 against Rs. 11163225.68 in theprevious year.
During the year under the review there is no change in the Issued Subscribed and Paidup Share Capital of the Company.
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 Associateor 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.
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 up to Rs.100000000 (Indian Rupees Ten Crore) and Net Worth up toRs.250000000 (Indian Rupees Twenty Five Crore) as on the last day of previousfinancial year.
The Paid-up Share Capital of the Company is Rs.50100000 only and the NetWorth is Rs.197123196.99 only and therefore the requirement of compliance withCorporate Governance is not applicable to the Company.
Corporate Social Responsibility ("CSR")
The provisions relating to CSR are not applicable to the Company.
Directors and Key Managerial Personnel
There was no change in composition of Board of Directors of the Company since lastAnnual General Meeting of the Company.
The Board Comprises of Mr.Danmal Porwal Chairman cum Managing Director Mr. RakeshPorwal Non-Executive Promoter Director and Mr. Debendra Tripathy Non
- Executive Director.Mr. Vijay Kumar Jain Mr.MukeshAgrawal and Mrs. Padma Paila arethe Independent Directors of the Company.
In terms of provisions of Section 152(6) of the Act Mr. Debendra Tripathy(00948186)being longest in the office shall retire by rotation at the ensuing Annual GeneralMeeting 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.
Mr. Ashwani Garg who was appointed as Company Secretary and Compliance Officer of theCompany and designated as Key Managerial Personnel of the Company w.e.f. November 102014 pursuant to section 203 of the Companies Act 2013 and Regulation 6(1) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 has resigned from the post of Company Secretary of the Company w.e.f.November 30 2017.
Mrs. Annua Chandak has been appointed as Company Secretary and Compliance Officer ofthe Company and designated as Key Managerial Personnel of the Company w.e.f. April 012018 pursuant to section 203 of the Companies Act 2013 and Regulation 6(1) of theSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015.
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
In Compliance with the provision of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Independent Directors helda Meeting on March 31 2018 and they inter alia:
i. Reviewed the performance of non-independent directors and the Board as a whole;
ii. Reviewed the performance of the Chairperson of the Company
iii. Assessed the quality quantity and timeliness of flow of information between theCompany's Management and the Board which is necessary for the Board to effectively andreasonably perform their duties.
The Independent Directors holds a unanimous opinion that the Non-IndependentDirectorsbring to the Board constructive knowledge in their respective field. TheIndependent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.
Declaration of Independent Directors
The Company has received necessary declaration from each Independent Directorundersection 149(7) of the Companies Act 2013 that they meet the criteria of Independentlaiddown in Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI(ListingObligations and Disclosure Requirements) Regulations 2015.
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 mattersalong withother details as required pursuant to the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are available on the website of the Company atwww.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("theAct") 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 appointment of Policy of directors and seniormanagement and Policy on Remuneration of Directors Key Managerial Personnel and Employeesof the Company in accordance with the provisions of subsection (4) of section178 and thesame are appended as Annexure II-A and Annexure II-Band form part of this Report.
During the year under review the Board met 5 times on May 30 2017 July 31 2017October 30 2017January 29 2018 and March 12 2018. 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.
|Sr. No. ||Name of Directors ||Number of Meetings held ||Number of Meetings attended |
|1 ||RakeshPorwal ||5 ||5 |
|2 ||DanmalPorwal ||5 ||5 |
|3 ||DebendraTripathy ||5 ||5 |
|4 ||Vijay Kumar Jain ||5 ||5 |
|5 ||MukeshAgrawal ||5 ||5 |
|6 ||Padma Paila ||5 ||5 |
Directors' Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act 2013the Directors based on therepresentations received from theoperating management and after due enquiry confirm that:
(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 asto give a true and fair viewof the state of affairs of the company at the end of the financial year ended 31stMarch 2018 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.
The Company complies with all applicable secretarial standards
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 ofreferenceand powers of the Audit Committee are in conformity with the requirements of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committee met 4 times during the year under review on May 30 2017July 31 2017 October 30 2017 and January29 2018. The Committee discussed onfinancials audit reports and appointment of auditors. The Board accepted allrecommendations of the Audit Committee made from time to time.
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 to approachthe Chairman of Audit Committee or Chairman of the Company or the Corporate GovernanceCell. During the year no such incidence was reported and no personnel were denied accessto the Chairman of the Audit Committee or Chairman of the Company or the CorporateGovernance Cell. The Whistle Blower Policy of the Company is available at web link:http://www.dynamicarchistructures.com/PDF/POLICY/Whistle%20Blower%20Po licy.pdf
The Company has in place the procedure to inform the Board about the risk assessmentand minimization procedures. Your Company has appropriate risk management systems in placefor identification and assessment of risks measures to mitigate them and mechanisms fortheir proper and timely monitoring and reporting. Audit Committee has been assigned thetask of ensuring Risk Management for monitoring and reviewing of the risk assessmentmitigation and risk management plan from time to time. The Board periodically reviewsimplementation and monitoring of the risk management plan for the Company includingidentification therein of elements of risks if any which in the opinion of the Board maythreaten the existence of the Company.
M/s. Surana Singh Rathi and Co. Chartered Accountants (FRN: 317119E) were appointedas Statutory Auditors of the Company to hold office up to the Annual General Meeting to beheld in the year 2020 (subject to ratification of their appointment by the Members atevery AGM held afterthe AGM held on September 30 2015).
Pursuant to Notification issued by the Ministry of Corporate Affairs on May 7 2018amending Section 139 of the Act the mandatory requirement for ratification of appointmentof Auditors by the Shareholders at every AGM has been omitted. Accordingly the yearlyratification of appointment of the Auditors would not be done at every intervening AGMheldafter the ensuing AGM i.e. 22nd AGM as the requirement had been done away in theCompanies Act 2013.
As required under the provisions of Section 139 and 141of the Companies Act 2013 theCompany has received awritten consent and certificate from M/s. Surana Singh Rathi andCo. Chartered Accountants (FRN: 317119E) to the effect that their appointment if madewould be in conformity with the limitsspecified in the said Section and that they are notdisqualified to be appointed as Auditors of the Company.
The Members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration.
The notes of the financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.
Section 204 of the Companies Act 2013 inter-alia requiresevery listed company toannex with its Board's report aSecretarial Audit Report given by a Company Secretaryinpractice 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 2017-18 and theirreport is annexed to this Board report as Annexure-III.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013
Your Company is a RBI registered Non-Banking Finance Company and therefore theprovisions of Section 186 are not applicable. There was 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.11 to the financial statement). All the loans weregiven for the purpose of business of the recipients.
Contracts and Arrangements with Related Parties
All contracts/arrangements/transactions entered by theCompany during the financial yearwith related partieswere in the ordinary course of business and on an arm'slength basis.During the year the Company had notentered into any contract / arrangement /transactionwith related parties which could be considered material inaccordance with thepolicy of the Company on materialityof related party transactions.
Since all related party transactions entered into by the Company werein the ordinarycourse of business and were on an arm's length basis Form AOC-2 is not applicable to theCompany.Further transactions entered by the Company with related parties in the normalcourse of business were placed before the Audit Committee of the Board.
There were no materially significant related party transactions with the PromotersDirectors and Key Managerial Personnelwhich may have a potential conflict with theinterest of the Company at large.
The RPT Policy as approved by the Audit Committee and the Board is available on thewebsite of the Company www.dynamicarchistructures.com Your Directors draw attention of themembers to Note No. 24.16 to the Standalone Financial Statements which sets out relatedparty disclosure.
Deposits Loans and Advances
Your Company has not accepted any deposits from the public orits employees during theyear under review.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Particulars required under Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption is annexed herewith and forms part of this report as
The total Foreign Exchange Inflow was Rs. Nil and Outflow was Rs. Nil during the yearunder review.
Particulars of Remuneration 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 noemployee is drawing any remuneration which is in excess of the limits laid down therein.Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure V.
Extract of Annual Return
Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of theCompanies Act 2013 with rule 12 of the Companies (Management and Administration) Rules2014 extract of the Annual Return forms part of this Report Annexure VI.
During the year under review no revision was made in the financial statement of theCompany.
During the year ended March 31 2018 there were no cases filed / reported pursuant tothe Sexual Harassment of women at workplace (Prevention Prohibition and Redressal) Act2013.
There are no material changes and commitment affecting financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31stMarch2018 and the date of the Directors Report.
No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or anystatutory authority on any matter related to capital market since the listing of theCompany's equity shares. No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operation infuture.
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.
The Directors would like to thank all shareholders customers bankers contractorssuppliers and associates of your Company for the support received from them during theyear. The Directors would also like to place on record their appreciation of the dedicatedefforts put in by the employees of the Company.
|For and on behalf of the Board || |
|Danmal Porwal ||Rakesh Porwal |
|Chairman CumManaging Director ||Director |
|DIN: 00581351 ||DIN: 00495444 |
|Date: May 28 2018. || |
|Place: Kolkata. || |