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|
|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|
Dynamic Microsteppers Limited
Your Directors present 35th Annual Report of the Company together with theAudited Statement of Accounts for the financial year ended 31st March 2020.
1. FINANCIAL STATEMENTS & RESULTS:
a. FINANCIAL RESULTS:
The Company's performance during the financial year ended 31st March 2020as compared to the previous financial year is summarized below:
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. 847461/- as against Rs. 772805/- incurred in the previous year. Thenet loss amounted to Rs. 847314 as against Rs. 772805/- 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. IMPACT OF COVID-19 ON THE COMPANY:
The nationwide lockdown economy slowdown has adversely impacted the public performancerevenue like never before. For minimize the impact of the loss of business revenuenecessary cost-control steps are implemented.
d. 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.
Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended any dividend for the financial year under review.
f. 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.
g. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements pertaining to previous financialyears in the year under review.
h. DISCLOSURESUNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.
i. 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 Auditorsof the Company for inefficiency or inadequacy of such controls.
j. CORPORATE GOVERNANCE REPORT:
The Company's paid-up share capital is not exceeding Rs.10 crores and net worth notexceeding Rs. 25 crores hence the provisions of Corporate governance as per SEBI (LODR)Regulations 2015 are not applicable to the Company.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. Board of Directors & Key Managerial Personnel:
There was no change in the composition of the Board of Directors and the Key ManagerialPersonnel of the Company during the reporting period except the reappointment of Ms.Kairavi Mahesh Naik and Mr. Vishal Sundeep Talpade as the Independent Directors of theCompany for the second term upto March 31 2024
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 re-appointment at the ensuing AGM of the Company. Accordingly the matterfor re-appointment of Mr. Chetas Shah has been placed before the shareholders for theirapproval and forms a part of the Notice of the AGM. Pursuant to Regulation 36 of the SEBI(Listing Obligations Disclosures Requirements) Regulations 2015 read with SecretarialStandards - 2 on General Meetings brief details of Mr. Mr. Chetas Shah are provided asan Annexure to the Notice of the Annual General Meeting.
b. Declarations given by Independent Directors:
The Company has received and taken on record the declarations received from theIndependent Directors of the Company in accordance to Section 149(6) of the Companies Act2013 confirming their independence vis-a-vis the Company.
c. Familiarisation Programme for Independent Directors:
Pursuant to SEBI Regulations the Company has formulated a programme forFamiliarization of Independent Directors with regards to their role rightsresponsibilities in the Company nature of the industry in which the Company operates thebusiness model of the Company etc. However during the year under review there was nochange in the nature of business of the Company and its business vertical/ Structure/operational strategy etc which would have necessitated a fresh Familiarization Programmefor Independent Directors.
d. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the (Listing Obligations Disclosures Requirements) Regulations2015 is presented in Annexure I of this Report.
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.May 30 30 2019; August 12 2019; November 13 2019 and February 6 2020.
Number of Board Meetings attended by each Director is as follows:
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 2020 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 March2020 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. 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. The composition of the Nominationand Remuneration Committee of the Board of Directors of the Company during the financialyear ended March 31 2020 is detailed below:
During the year under review two meetings of Nomination & Remuneration Committeewere held i.e. May 30 30 2019 and February 6 2020.
d. Audit Committee:
The composition of the Audit Committee is in conformity with the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee of the Board ofDirectors of the Company during the financial year ended March 31 2020 is detailed below:
The Audit Committee of the Company met four times during the year under review i.e.May 30 30 2019; August 12 2019; November 13 2019 and February 6 2020. The scope andterms of reference of the Audit Committee have been amended in accordance with the Act.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.
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 of the Board ofDirectors of the Company during the financial year ended March 31 2020 is detailed below:
The Stakeholder Relationship Committee of the Company met Four times during the yearunder review i.e. May 30 30 2019; August 12 2019; November 13 2019 and February 62020..
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:
The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman and other Non-Independent Directors. The Boardsubsequently evaluated performance of the Board the Committees and Independent Directors.
i. Internal Control Systems:
An 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 Disclosuresas per 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 of thepermanent employee's remuneration.
However since there was no permanent employee in the Company during the year underreview no disclosure under the said 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 March 31 2020:
The observations made by the Statutory Auditors in their report for the financial yearended March 31 2020 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
b. Appointment of Auditors:
The Members of the Company at the 29th Annual General Meeting held onSeptember 30 2014 had approved the appointment of M/s. P. Jasani & AssociatesChartered Accountants (Firm Registration No: 116628W) as the Statutory Auditors of theCompany for a term of five years to hold office till the conclusion of the 34thAnnual General Meeting of the Company. The appointment of the said Auditors was extendedupto the conclusion of the ensuing Annual General Meeting.
Based on the recommendation of the Audit Committee and the confirmation received fromM/s. SSRV & Associates Chartered Accountants (Firm Registration No. 135901W) on theireligibility the Board recommends to the Members their appointment as the StatutoryAuditors of the Company. The Board of Directors on the recommendation of the AuditCommittee also recommended to appoint SSRV & Associates Chartered Accountants (FirmRegistration No.-135901W) as Statutory Auditors for a full term of five (5) years to holdoffice from the conclusion of this Annual General Meeting till the conclusion of the 40thAnnual General Meeting of the Company to be held in the year 2025. The Audit Committeeconsidered various parameters like the years of experience and found M/s. SSRV &Associates Chartered Accountants suitable to handle the Audit function of the Company.M/s. SSRV & Associates Chartered Accountants have given their consent to act as theAuditors of the Company for a full term of five (5) years from conclusion of this AnnualGeneral Meeting of the Company until the conclusion of the 40th Annual GeneralMeeting of the Company.
c. Fraud Reporting:
The report of Statutory Auditors of the Company has not reported any fraud as specifiedunder the second proviso of Section 143(12) of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) for the time being in force).
d. Secretarial Audit Report for the year ended March 31 2020:
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. Harsh HirenShah and Associates Company Secretaries were appointed to conduct and issue SecretarialAudit Report for the financial year 2019-20.
The Secretarial Audit Report issued by M/s. Harsh Hiren Shah and Associates CompanySecretaries in Form MR-3 for the financial year 2019-20 forms part to this report andmarked as Annexure II. Pursuant to the Section 134(3) of the Companies Act 2013 and withrespect to the observation made by the Secretarial Auditors of the Company on thecompliance of Laws/Acts the Board of Directors states as under for the specifiedobservation or remark:
i. The Company is in process of appointing the Company Secretary and ComplianceOfficer as per the requirements of Section 203 of the Companies Act 2013 and SEBI ListingRegulations.
ii. The status of the Company was under liquidation on MCA portal hence unableupload or submit the specified forms and documents with MCA. Now the status of theCompany has changed to Active and necessary actions have been commenced to complete allfilings under the various provisions of the Act.
iii. The Company is seeking shareholders' approval for the appointment of StatutoryAuditors in the ensuing AGM;
iv. The Company is seeking shareholders' approval for the appointment of saidIndependent Directors in the ensuing AGM;
v. The Company is in process of delisting its shares from all the Regional StockExchanges.
vi. The promoters of the Company are in process of converting their shareholding intodematerialised form.
vii. The Company are in process of complying with the specified listing compliances.
viii. Due to some technical issue website of the Company is showing non-operation. TheCompany is in process of resolving such technical issue.
e. 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 anon-going 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 March 31 2020 made under the provisions ofSection 92(3) of the Act is available on the website of the Company the link of which isas follows: www. dynamicmicrosteppers. com.
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.
c. 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.
d. Compliance with Secretarial Standards:
The directors state that the applicable secretarial standards i.e. SS-1 and SS-2issued by the Institute of Company Secretaries of India relating to meeting of board ofdirectors and general meetings respectively have been duly complied with.
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. Significant or material orders passed by the Regulators or Courts or Tribunals whichwould impact the going concern status and Company's operations in future;
3. Issue of equity shares with differential rights as to dividend voting or otherwise;
4. Neither made any investments nor provided any loans guarantees and securities.
5. No issue of shares (including sweat equity shares) to employees of the Company underany scheme;
6. Non-exercising of voting rights in respect of shares purchased directly by employeesunder a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014;
7. Receipt of any remuneration by the managerial personnel from the holding/subsidiarycompany;
8. Transactions/contracts/arrangements entered by the Company with related party (ies)as defined under the provisions of Section 2(76) of the Companies Act 2013 during thefinancial year.
Your directors further state pursuant to the provisions of Sexual Harassment of womenat workplace (Prevention Prohibition and Redressal) Act 2013 no case pertaining tosexual harassment at workplace has been reported to the Company during financial year2019-20.
7. 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.