Your Directors have pleasure in presenting the Forty Third Annual Report of DynavisionLimited along with the audited financial statements for the year ended March 31 2018
| ||Rs. in lakhs ||Rs. in lakhs |
| ||2017-2018 ||2016-2017 |
|Profit/(Loss) before ||611.32 ||510.75 |
|Interest and Depreciation || || |
|Less: Interest ||23.62 ||21.46 |
|Profit before Depreciation ||587.70 ||489.29 |
|Less: Depreciation ||1.83 ||1.78 |
|Profit/ (Loss) before Tax ||585.87 ||487.51 |
|Exceptional Item ||- ||- |
|Tax Expenses - ||135.00 ||98.00 |
|Transfer to Reserve ||- ||- |
|Profit / (Loss) carried over to Balance Sheet ||450.87 ||389.51 |
*Previous year figures are restated to comply with IND AS.
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY.
The Company during the year earned a sum of Rs.603.17 Lakhs as lease rental income.The corresponding figure for the previous year was Rs.493.10 Lakhs. The net profit for theyear has been Rs.450.87 Lakhs as compared to Rs.389.51 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.
In view of the accumulated losses the Board of Directors do not recommend any dividendto the Shareholders for the financial year ended 31.03.2018.
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
There are no material change and events during the financial year.
SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATOR OR COURT
There are no significant and material by the regulators or courts or tribunalsimpacting the going concern 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 2017 2018.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesn't have any subsidiary associate and joint venture companies.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The nature of business does not involve any Technology Absorption and Conservation ofEnergy as stipulated under Section 134(3) (m) of the Companies Act2013 read with Rule 8of the Companies (Accounts) Rules 2014. However efforts to reduce and optimise the useof energy 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 R P Agrawal retires byrotation at the forthcoming Annual General Meeting and is eligible for re-appointment.Shri R P Agrawal offered himself for re-appointment and shall continue till his term asthe Whole time Director.
Brief profile of Shri R P Agrawal is given in the Notes to the Notice of forthcomingAnnual General Meeting of the Company.
Reappointment of Whole time Directors
The term of 5 years of Mr. M S Meeramohideen as Whole time Director ended on 31stAugust 2018 and it is proposed to reappoint him for further period of five years and thishas been taken as item No.3 in the notice of the Annual General Meeting. Brief profile ofMr. M S Meeramohideen is given in the explanatory statement to the Notice of the AnnualGeneral Meeting.
For appointment of Mr. R.P Agrawal on his attaining age of 70 years now specialresolution is given of his appointment for the remaining term as item no.6 in the noticeof AGM.
Reappointment of Independent Directors
The term of Independent Directors Mr. J Narayanamurty and Mr. N Govindan expires on31st March 2019 and their reappointment for second term is taken in this meeting.
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 31st March 2018 which has been relied on by theCompany and placed at the Board Meeting.
M/s. R.Subramanian & Company LLP Chartered Accountants (Firm RegistrationNo.004137s/ S200041) was appointed as the Statutory Auditors of the Company for the termof five years in the 42nd Annual General Meeting held on 30th August 2017 and theycontinue to be the Auditors of the Company. Due to the amendment of Section 139 of theCompanies Act 2013 ratification of Auditor's appointment is not required any longer.
COMMENT ON STATUTORY AUDITOR'S REPORT
There are no qualifications reservations remarks or disclaimers made by M/s. RSubramanian & Company LLP Statutory Auditor in their audit report .The StatutoryAuditor have not reported any incident of fraud to the Audit Committee of the Companyduring the financial year 2017-18.
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) continue as SecretarialAuditor of the Company to conduct secretarial audit for the financial year 2017-18. TheSecretarial 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 secretarialcompliances during the year.
INTERNAL CONTROL AND ITS ADEQUACY
M/s Karra & Company Chartered Accountant (Firm Registration No.FRN001749S.) wasappointed as Internal Auditors of the Company during the year. They regularly conductedaudit and submitted their quarterly reports which were reviewed by the Audit Committee.The auditor also reported in his IFC report that the Company has an adequate InternalControl system commensurate with the size scale and complexity of its operations. Tomaintain its objectivity and independence the Internal Auditor reports to the Chairman ofthe Audit Committee. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.
RELATED PARTY TRANSACTIONS
During the year 2017 2018 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") areattached herewith as Annexure II.
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 continuousbasis. Major risks if any identified by the business and functions are systematicallyaddressed through mitigating action on a continuous basis. The Risk Management policy isavailable 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 is 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 zero tolerance for sexual harassment at work place.
During the financial year 2017-18 the Company has not received any sexual harassmentcomplaint.
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 Croresand Rs. 25 Crores respectively the provisions of revised Regulation 27(2) of SEBI (LODR)Regulations 2015 relating to Corporate Governance are not applicable to the Company.
NUMBER OF MEETINGS OF THE BOARD
4 (four) Meetings of the Board of Directors of the Company were held during the year2017-18 which were on 22nd May 2017 30th August 2017 1st December 2017 and 12thFebruary 2018. The maximum time gap between any two consecutive meetings did not exceed120 days.
PERFORMANCE EVALUATION OF BOARD COMMITTEE AND DIRECTORS
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of the Audit and Nomination & Remuneration Committeesand the same was based on questionnaire and feedback from all the Directors on the Boardas a whole Committees and self evaluation during the year 2017-2018. A structuredquestionnaire was prepared after taking into consideration of the inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. The Independent Directors had their meetingon 12th February 2018 to evaluate the performance of individual Directors including theChairman of the Board who were evaluated on parameters such as level of engagement andcontribution independence of judgement safeguarding the interests of the Company and itsminority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman of the Board and the Executive Directorswas carried out by the Independent Directors.
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 be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
There are no pecuniary relationship or transaction of non-executive directors duringthe year.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
As the activity in the Company is very limited Company does not have a whistle blowerpolicy framed at present. However a full fledge policy shall be in place once theactivity in the Company takes-off. Further Directors and employees are having full accessto the Audit Committee to report their genuine and serious concern if any they observe.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
Directors' appointment and remuneration including criteria for determiningqualifications attributes independence of a director and other matters provided underSection 178 of the Act are covered under the Board's policy formulated by the Company andis 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 ||Mr. R.P. Agrawal |
|Directors ||Mr. M.S Meeramohideen |
|Independent ||Mrs. Lakshmmi Subramanian |
|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 having accumulated losses and not having profits more than Rs.5 Croresin the Year 2017-18 or net worth more than Rs.500 Crores or turnover of more than Rs.1000Crores in the preceding three financial years and therefore Constituting of a CSRCommittee and its compliance in accordance with the provisions of Section 135 of the Actdoes 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 hadbeen followed along with proper explanation relating to material departures;
2. That they had selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of positive the state of affairs of the Company at the end of the Financial Year andof the Profit or Loss of the Company for that period;
3. That they had taken proper and sufficient care for the maintenance of adequateAccounting Records in accordance with the provisions of the Act for safeguarding theAssets 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. That they have devised proper systems to ensure compliance with the provisions ofall applicable 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: 07.08.2018 ||Whole time Director ||Whole time Director |
| ||DIN: 05253615 ||DIN: 00001896 |