Your Directors have pleasure in presenting the Forty Second Annual Report of DynavisionLimited along with the audited financial statements for the year ended March 31 2017
| ||Rs. in lakhs ||Rs. in lakhs |
| ||2016-2017 ||2015-2016 |
|Profit/(Loss) before ||433.73 ||385.78 |
|Interest and Depreciation || || |
|Add/Less: Interest ||- ||- |
|Profit before Depreciation ||433.73 ||385.78 |
|Add/Less: Depreciation ||1.78 ||1.32 |
|Profit/ (Loss) before Tax and material orders passed ||431.95 ||384.46 |
|Exceptional Item ||37.57 ||- |
|Tax Expenses - ||98.00 ||9.00 |
|Transfer to Reserve ||- ||- |
|Profit / (Loss) carried over to Balance Sheet ||371.52 ||375.46 |
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.
The Company during the year earned a sum of
Rs.493.09 Lakhs as lease rental income. The corresponding figure for the previous yearwas Rs.465.00 Lakhs. The net profit for the year has been Rs.371.52 Lakhs as compared toRs.375.46 lakhs of the previous year.
At present the earnings of the Company is through lease rent only. The Company isoptimistic of taking up new business/ventures and widen its operations after wiping outthe accumulated losses entirely.
During the year under review there is no change in the nature of activity of theCompany.
Considering the accumulated losses your Board of Directors do not recommend anydividend to the Shareholders for the financial year ended 31.03.2017.
TRANSFER OF PROFIT TO RESERVES
The Company has not proposed to transfer any of its profits to reserves in view of theCarried forward losses.
MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
Events occurred during the current year
The Company has income only from leasing of its property and as per the leaseagreement dated 4.5.2012 the lessee M/s. Apollo Hospital Enterprises
Ltd were allowed constructing its hospital building.
For the said purpose during the current year as per the statutory requirement of OpenSpace Reserve Area 1062 sq. mts. of land has been given to the State GovernmentAuthorities vide OSR Deed dated 17.04.2017.
The Company has been receiving rent over the property including the OSR area from theLessee as per the lease agreement and for the purpose of allowing the lessee to constructthe building therein approval of the shareholders were taken earlier through postalballot.
There are no significant by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There have been no loan guarantees and investment given or made by the Company underSection 186 of the Act 2013 during the financial year 2016 2017.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesn't have any subsidiaries associates and joint venture companies.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The nature of business does not involve any Technology Absorption and Conservation of
Energy as stipulated under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the
Companies (Accounts) Rules 2014. However efforts to reduce and optimise the use ofenergy through improved operations and other means continue.
There is no Foreign Exchange Earnings and Outgo. Hence the details are not furnished inthe report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation
In terms of Section 152 of the Companies Act 2013 Shri M S Meeramohideen retires byrotation at the forthcoming AGM and is eligible for re-appointment. Shri M S Meeramohideenoffered himself for reappointment and shall continue till his term as the Whole timeDirector.
Brief profile of Mr. M S Meeramohideen is given the Notice of forthcoming AnnualGeneral Meeting of the Company.
Reappointment of Whole time Director
The term of 5 years of Mr. R P Agrawal as Whole time Director ended on 31st March 2017and it is proposed to reappoint him for further period of five years and this has beentaken as item No.5 in the notice of the Annual General Meeting. Brief profile of Mr. R PAgrawal is given in the explanatory statement to the Notice of the AGM.
Independent Directors' Declaration
All independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligation & Disclosure Requirements) Regulation 2015in respect of financial year ended 31 st March 2017 which has been relied on by theCompany and placed at the Board Meeting.
M/s. P Chandrasekar Statutory Auditors shall cease to be the Auditors of the Companyat the ensuing
Annual General Meeting pursuant to the provisions of Companies Act 2013. The Board ofDirectors in its meeting took note of the consent letter received from M/s. R.Subramanian& Company LLP Chartered Accountants (Firm Registration No.004137s/ S200041) asAuditors of the Company that if appointed they meet with the criteria of requirements.It is therefore proposed to appoint them for a period of five years subject to consent ofmembers at the Annual General Meeting.
COMMENT ON STATUTORY AUDITOR'S REPORT
There are no qualifications reservations remarks or disclaimers made by M/s. P.Chandrasekar Statutory Auditor in their audit report .The Statutory Auditor have notreported any incident of fraud to the Audit Committee of the Company during the financialyear 2016-17.
Pursuant to the requirements of Section 204 (1) of the Companies Act 2013 and Rule 9 ofCompanies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 Mr. S. Vasudevan Practicing
Company Secretary (Membership No. CP 15149) was appointed to conduct secretarial auditfor the financial year 2016-17.
The Secretarial Audit report as received from the
Secretarial Auditor is annexed to this report as Annexure I.
COMMENT ON SECRETARIAL AUDIT REPORT
There is no adverse comments from the Secretarial
Auditor on the secretarial compliances during the year.
INTERNAL CONTROL AND ITS ADEQUACY
M/s R. Subramanian & Company LLP Chartered Accountant (Firm RegistrationNo.004137s/
S200041) was the internal auditors of the Company up to 31.03.2017. They regularlyconduct audit and submit their quarterly reports relating to the FY 2016 - 2017 whichwere reviewed by the Audit
Committee. The auditor also reported in his IFC report that the Company has an adequateInternal Control system commensurate with the size scale and complexity of itsoperations. To maintain its objectivity and independence the Internal Auditor reports tothe Chairman of the Audit Committee. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.
CHANGE IN INTERNAL AUDITORS:
In view of resignation of M/s. R Subramanian & Company LLP Chartered Accountanteffective from financial year 2017-18 M/s. Karra & Company Chartered Accountantshave been appointed as the
Internal Auditors of the Company.
RELATED PARTY TRANSACTIONS
During the year 2016 2017 the Company had not entered into any material transactionwith related parties pursuant to the provisions of Section 188 of the Companies Act 2013except that the Company has entered in to a rental agreement with a body corporate inwhich the promoter of your Company is interested. As per the requirements of AS 18 thedetail of the same is given in the Notes on Accounts.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in form MGT -9 as provided underSub Section (3) of the Section 92 of the Companies Act2013 (the "Act") isannexed herewith as Annexure II to this report.
The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company forms part of this Report as Annexure III.
The information of employees as per Rule 5(2) of the said Act for the year is"Nil"
RISK MANAGEMENT POLICY
The risk management is overseen by the Audit
Committee of the Company on a continuous basis.
Major risks if any identified by the business and functions are systematicallyaddressed through mitigating action on a continuous basis. The Risk
Management policy is available in the Company website www.dynavision.in
DISCLOSURE ON SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Presently the total number of women employees are less than the statutory limit andhence the Company has not constituted a separate committee under the Sexual Harassment ofWomen at Workplace
(Prevention Prohibition and Redressal) Act 2013. However the Company has zerotolerance for sexual harassment at work place.
During the financial year 2016-17 the Company has not received any sexual harassmentcomplaints.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the BalanceSheet.
CORPORATE GOVERNANCE REPORT
Since your Company's paid up Equity capital and
Net worth is less than Rs.10 Crores and Rs.25
Crores respectively the provisions of revised Clause under LODR Regulation 27 relatingto Corporate Governance vide SEBI circular number CIR/CFD/ POLICY CELL/7/2014 dated 15thSeptember 2014 are not applicable to the Company.
NUMBER OF MEETINGS OF THE BOARD
5(five) Meetings of the Board of Directors of the Company were held during the year2016-17 which were on 27.5.2016 22.6.2016 11.8.2016
12.11.2016. and 7.2.2017. The maximum time gap between any two consecutive meetings didnot exceed 120 days.
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance for the year ended 31.03.2017 and evaluation of its own performancethe directors individually as well as the evaluation of the working of the Audit and
Nomination & Remuneration Committees and the same was based on questionnaire andfeedback from all the Directors on the Board as a whole
Committees and self-evaluation.
A structured questionnaire was prepared after taking into consideration of the inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance. A separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionindependence of judgement safeguarding the interests of the Company and its minorityshareholders etc.
The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of theChairman of the Board and the Executive Directors was carried out by the IndependentDirectors.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors had adopted a Code of Conduct for the Board Members andemployees of the Company. This Code helps the Company to maintain the Standard of BusinessEthics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at theBoard and by employees. The Compliance Officer is responsible to ensure adherence to theCode by all concerned. The Code lays down the standard of conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the
WHISTLE BLOWER POLICY/VIGIL MECHANISM
As the activity in the Company is very limited
Company does not have a whistle blower policy framed at present. However a full fledgepolicy shall be in place once the activity in the Company takes-off. Further Directorsand employees are having full access to the Audit Committee to report their genuine andserious concern if any they observe.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
Directors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder Section 178 of the Act are covered under the Board's policy formulated by theCompany and is available on the Company website www.dynavision.in
The Board is well constituted with composition of two executive and three non-executiveindependent directors.
|Category ||Name of Director |
|Executive Directors ||Mr.R.P.Agrawal |
| ||Mr.M.S Meeramohideen |
|Independent ||Mrs.LakshmmiSubramanian |
|Directors ||Mr.N.Govindan |
| ||Mr.J.Narayanamurty |
The Board has constituted the following Committees.
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders' Relationship Committee CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company is not having profits more than Rs.5 Crores or net worth more than Rs.500Crores or turn over of more than Rs.1000 Crores in the preceding three financial yearand therefore
Constituting of a CSR Committee and its compliance in accordance with the provisions ofSection 135 of the Act does not arise.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act the Directors hereby confirm:1. That in the Preparation of Final Accounts the applicable Accounting Standards had beenfollowed along with proper explanation relating to material departures; 2. That they hadselected such Accounting Policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the Financial Year and of the Profit or Loss ofthe Company for that period; 3. That they had taken proper and for the maintenance ofadequate Accounting Records in accordance with the provisions of the Act for safeguardingthe Assets of the Company and for preventing and detecting fraud and other irregularities;4. That they had prepared the Annual Accounts on a Going Concern basis.
5. That they laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and 6. Thatthey have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Your Directors wish to place on record their appreciation of the contributions made byemployees at all levels towards the continued growth and prosperity of your Company.
Directors also take this opportunity to convey their thanks to all the valuedshareholders of the Company and to the Bankers for their valuable services.
| ||For and on behalf of the Board of Directors |
|Place: Chennai 34 ||R.P.AGRAWAL ||M.S.MEERAMOHIDEEN |
|Date: 22.05.2017 ||Whole time Director ||Whole time Director |
| ||DIN: 05253615 ||DIN: 00001896 |