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Dynamic Microsteppers Ltd.

BSE: 531330 Sector: Others
NSE: N.A. ISIN Code: INE443N01017
BSE 00:00 | 24 Feb Dynamic Microsteppers Ltd
NSE 05:30 | 01 Jan Dynamic Microsteppers Ltd
OPEN 6.67
PREVIOUS CLOSE 6.67
VOLUME 100
52-Week high 6.67
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.05
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.67
CLOSE 6.67
VOLUME 100
52-Week high 6.67
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.05
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Dynamic Microsteppers Ltd. (DYNAMICMICRO) - Director Report

Company director report

BOARDS’ REPORT

To The Members

Dynamic Microsteppers Limited

Your Directors present 33rd Annual Report of the Company together with theAudited Statement of Accounts for the financial year ended 31st March 2018.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance during the financial year ended 31st March 2018as compared to the previous financial year is summarized below:

(Amount in Rupees)
Particulars For the financial year ended 31st March 2018 For the financial year ended 31st March 2017
Income - -
Less: Expenses 730146 695043
Profit/(Loss) before exceptional items and tax (730146) (695043)
Exceptional items - 1187759
Profit/(Loss) before tax (730146) (1882802)
Less: Provision for tax - -
Income Tax of earlier years w/off - -
Profit/(Loss) after Tax (730146) (1882802)

b. OPERATIONS:

During the year under review your Company has not carried out any activities. Howeverthere was no change in nature and business activities of the Company.

During the year under the review the total expenditure incurred during the yearamounted to Rs. 730146/- as against Rs. 695043/- incurred in the previous year. Thenet loss amounted to Rs. 730146/- as against Rs. 1882802/- in the previous year.

Presently your directors are taking effective steps to consider various options tocommence activities in the field of Infrastructure and for adoption of and to revamp theoperations with activities wherein the promoters have core competency.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

d. DIVIDEND:

Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended any amount of dividend for the financial year underreview.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

No material changes and commitments which could affect the Company’s financialposition have occurred between the end of the financial year of the Company and date ofthis report.

h. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are in place and has been operating satisfactorily. During theyear under review no material or serious observation has been received from the InternalAuditor of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Chetas Shah(DIN: 06783061) will retire by rotation at the ensuing Annual General Meeting. Mr. ChetasShah being eligible has offered himself for re-appointment. The Board of Directorsrecommends his reappointment.

No changes took place during the year under review in the composition of the Board ofDirectors and Key Managerial Personnel of the Company.

b. Declarations given by Independent Directors:

The Company has received and taken on record the declarations received from all theIndependent Directors of the Company in accordance to Section 149(6) of the Companies Act2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. Meetings of the Board:

Four meetings of the Board were convened during the financial year under review i.e.29th May 2017 10th August 2017 14th December 2017and 14th February 2018.

Number of Board Meetings attended by each Director is as follows:

Name of Director Category Total Board Meetings attended
Mr. Ashwin Shah Chairman & Non-Executive Director 4
Mr. Chetas Shah Non-Executive Director 4
Mr. Vishal Talpade Independent Director 4
Ms. Kairavi Naik Independent Director 4

b. Director’s Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2018 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2018 and of the loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

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

c. Audit Committee:

The composition of Audit Committee of the Company is in accordance with the provisionsof Section 177 of the Companies Act 2013 and Regulation 18 of the Listing regulations.The composition of Audit Committee is as follows:

Name Category Designation
Mr. Vishal Talpade Independent Director Chairman
Ms. Kairavi Naik Independent Director Member
Mr. Ashwin Shah Non-Executive Director Member

The scope and term of reference of the Audit Committee have been amended in accordancewith Companies Act 2013 and the Listing Regulations entered into with Stock Exchange.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

d. Nomination and Remuneration Committee:

The composition of the Nomination and remuneration committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of the ListingRegulations. The composition of the Nomination and Remuneration committee is as follows:

Name of Member Category Designation
Mr. Vishal Talpade Independent Director Chairman
Ms. Kairavi Naik Independent Director Member
Mr. Chetas Shah Non-Executive Director Member

The scope and term of reference of the Nomination and remuneration committee have beenamended in accordance with Companies Act 2013 and the Listing Regulations entered intowith Stock Exchange.

e. Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of the ListingRegulations. The composition of the Stakeholders Relationship committee is as follows:

Name of Member Category Designation
Mr. Vishal Talpade Independent Director Chairman
Mr. Ashwin Shah Non-Executive Director Member

f. Vigil Mechanism policy for the Directors and Employees:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed “Vigil Mechanism Policy” for Directors and Employeesof the

Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Whistle BlowerPolicy is hosted on the Company’s website at www.dynamicmicrosteppers.com.

g. Risk Management Policy:

Risks are events situations or circumstances which may lead to negative consequenceson the Company’s businesses. Risk management is a structured approach to manageuncertainty. A Risk Management Policy has been formulated by the Audit Committee of theCompany to analyze and deal with various risks posing potential threats to the Company.The Board has also adopted a Risk Management Policy. Key business risks and theirmitigation are considered in day-to-day working of the Company.

h. Annual Evaluation of Directors Committee and Board:

Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman. The Independent Directors at their meeting considered and evaluated theBoard’s performance performance of the Chairman and other Non-Independent Directors.The Board subsequently evaluated performance of the Board the Committees and IndependentDirectors; without participation of the concerned Director.

As stipulated by the Code of Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held on 14thFebruary 2018 to review the performance of Non-independent Directors (including theChairman) and the Board as whole.

Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination Remuneration and CompensationCommittee is as below:

• Ethics and values

• knowledge and proficiency

• diligence

• Behavioral traits and

• Efforts for personal development

Similarly performance evaluation of the Chairman and Non Independent Directors wascarried out by the Independent Directors.

i. Internal Control Systems:

Adequate internal control systems commensurate with the nature of the Company’sbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

j. Disclosure under Section 197(12) of the Companies Act 2013 and other Disclosures asper Rule 5 of Companies (Appointment & Remuneration) Rules 2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inits Director’s Report the ratio of the remuneration of each director to the median ofthe permanent employee’s remuneration.

However since there is no permanent employee in the Company no disclosure under thesaid provision has been furnished.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Observations of Statutory Auditors on accounts for the year ended 31stMarch 2018: The observations made by the Statutory Auditors in their report for thefinancial year ended 31st March 2018 read with the explanatory notes thereinare self-explanatory and therefore do not call for any further explanation or commentsfrom the Board under Section 134(3) of the Companies Act 2013.

b. FRAUD REPORTING:

During the year under review there were no material or serious instances of fraudfalling within the purview of Section 143 (12) of the Companies Act 2013 and rules madethereunder by officers or employees reported by the Statutory Auditors of the Companyduring the course of the audit conducted. c. Secretarial Audit Report for the year ended31st March 2018:

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Rathi andAssociates Company Secretaries who were appointed to conduct and issue Secretarial AuditReport for the financial year 2017-18.

The Secretarial Audit Report issued by M/s Rathi and Associates Company Secretaries inForm MR-3 for the financial year 2017-18 forms part to this report and marked as AnnexureII. Pursuant to the Section 134(3) of the Companies Act 2013 and with respect to theobservation made by the Secretarial Auditors of the Company on the compliance ofLaws/Acts the Board of Directors states as under;

i. No Appointment of Company Secretary and Compliance Officer: Management Response: TheCompany is in process of appointing the Company Secretary as per the requirements ofSection 203 of the Companies Act 2013.

ii. Not Complied with the Listing Agreement of Regional Stock Exchanges: ManagementResponse: The Company is in process of delisting its shares from all the Regional StockExchanges.

iii. Not complied with the provisions related to Promoters holding in dematerializedForm: Management Response: The promoters of the Company are in process of converting theirshareholding into demat form.

iv. Non-filing of e-form MGT-15 (Report on Annual General Meeting) e-form AOC-4 XBRL(Filing of XBRL document in respect of Financial Statement and other documents with theRegistrar) and e-form MGT-7 (Annual Return) for the financial year 2016-17 ManagementResponse: Due to some system error status of the Company on Ministry of Corporate affairs(“MCA”) is shown as "Under Liquidation" and due to that specifiedforms was not able to file on MCA.

d. INTERNAL AUDIT:

Ms. Rachana Thakkar Internal Auditor of the Company has carried out audit on variousexpense heads of the Company. The findings of the Internal Auditor are discussed on anongoing basis in the meetings of the Audit Committee and corrective actions are taken asper the directions of the Audit Committee.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2018 made under theprovisions of Section 92(3) of the Act is attached as Annexure I which forms part of thisReport.

b. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thefact that the Company has not undertaken any activities by the Company during the yearunder review.

During the year under review the Company has neither earned nor used any foreignexchange.

6. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has complied with the provisions related to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Further no complaints related to sexual harassmentwere filed with the Company during the year under review.

7. 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 andaccordingly such accounts and records are not required to be made and maintained.

8. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on the following items during the year underreview:

1. Deposits covered under Chapter V of the Act;

2. There were no significant or material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and Company’s operations infuture;

3. There was no issue of equity shares with differential rights as to dividend votingor otherwise;

4. During the year under review the Company has neither made any investments norprovided any loans guarantees and securities.

5. There was no issue of shares (including sweat equity shares) to employees of theCompany under any scheme;

6. There were no instances of non-exercising of voting rights in respect of sharespurchased directly by employees under a scheme pursuant to Section 67(3) of the Act readwith Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 as the Company didnot create any such scheme during the year;

7. The Company does not have any holding/subsidiary company hence none of themanagerial personnel are in receipt of remuneration or commission from theholding/subsidiary company;

8. There are no transactions/contracts/arrangements entered by the Company with relatedparty (ies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review that are required to be reported in Form AOC-2 andas such does not form part of the Report.

9. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors
Dynamic Microsteppers Limited
Ashwin Shah Chetas Shah
Director Director
DIN: 03115009 DIN: 06783061
Place: Mumbai
Date: 30th May 2018