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Dynavision Ltd.

BSE: 517238 Sector: Others
NSE: N.A. ISIN Code: INE083E01010
BSE 16:00 | 28 Sep 210.10 10.00
(5.00%)
OPEN

209.95

HIGH

210.10

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205.00

NSE 05:30 | 01 Jan Dynavision Ltd
OPEN 209.95
PREVIOUS CLOSE 200.10
VOLUME 681
52-Week high 210.10
52-Week low 33.50
P/E 15.93
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 209.95
CLOSE 200.10
VOLUME 681
52-Week high 210.10
52-Week low 33.50
P/E 15.93
Mkt Cap.(Rs cr) 81
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dynavision Ltd. (DYNAVISION) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Forty Fifth Annual Report of DynavisionLimited along with the audited financial statements for the year ended March 31 2020

PERFORMANCE FOR THE YEAR

The Company during the year earned a sum of Rs.754.51 Lakhs as against Rs.737.52 Lakhsof the previous year. The net profit for the year has been Rs.464.73 Lakhs as compared toRs.459. 83 lakhs of the previous year.

The performance summary is presented herewith.

FINANCIAL RESULTS

Rs. in lakhs Rs. in lakhs
2019-2020 2018-2019
Revenue from operations 647.76 658.36
Other income 106.75 79.16
Total income 754.51 737.52
Total expenses 159.78 130.82
Profit/(Loss) before Interest and Depreciation 625.13 634.50
Add/Less: Interest 28.57 25.97
Profit before Depreciation 596.56 608.53
Add/Less: Depreciation 1.83 1.83
Profit/ (Loss) before Tax 594.73 606.70
Exceptional Item - -
Tax Expenses - 130.00 146.87
Transfer to Reserve - -
Profit / (Loss) carried over to Balance Sheet 464.73 459.83

STATE OF AFFAIRS OF THE COMPANY.

At present the earnings of the Company are 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.

IMPACT OF COVID

Since March 2020 the Covid 19 pandemic developed rapidly into a global crisis forcingGovernment to enforce lock down of all economic activity. For the company the focusimmediately shifted to ensuring the health and well being of all employees and onminimising disruption to services.

SHARE CAPITAL

The paid up equity share capital of your company as on 31st March 2020 wasRs.38379095/- No additions and alterations to the capital were made during thefinancial year 2019-2020.

DIVIDEND:

Due to accumulated losses still remaining to be wiped off the net worth of the companyis negative and hence your Board of Directors do not recommend any dividend to theShareholders for the financial year ended 31.03.2020.

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 orders passed by the regulators or courts ortribunals impacting 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 2019 - 2020

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company doesn't have any subsidiary associate and joint venture companies.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is enclosedas Annexure -I.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

The company had taken steps to conserve energy in its office use consequent to whichenergy consumption has been minimised. No additional proposals/ investments were made toconserve energy. Since the company has not carried on industrial activities disclosuresregarding impact of measures on cost of production of goods total energy consumption etc.are not applicable.

TECHNOLOGY ABSORPTION

The company has not adopted / intends to adopt any technology for its business andhence no reporting is required to be furnished under this heading.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows:

Particulars 31-.03.2020 31.03.2019
Foreign Exchange earnings Nil Nil
Foreign Exchange outgo Nil Nil

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS:

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013 Shri M S Meeramohideen retires byrotation at the forthcoming Annual General Meeting and is eligible for re-appointment.Shri M S Meeramohideen offered himself for re-appointment and shall continue till his termas the Whole time Director. Brief profile of Shri M S Meeramohideen is given in theAnnexure I to

the Notice of forthcoming Annual General Meeting of the Company.

Key Management Personnel

The Key Management Personnel of the company are 1. Sri R P Agrawal - Whole timeDirector & CFO

2. Sri M S Meeramohideen - Whole time Director 3. P R Krishnan - Company Secretary

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) Regulations2015 in respect of financial year ended 31st March 2020 which has been relied on by theCompany and placed at the Board Meeting.

AUDITORS

M/s. R.Subramanian & Company LLP Chartered Accountants (Firm RegistrationNo.004137s/ S200041) were 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.

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 2019-20.

SECRETARIAL AUDITOR

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 Mrs.Srividhya Narasimhan Practicing Company Secretary (Membership No.34428/ CP 14058) wasappointed as the Secretarial Auditor to conduct secretarial audit for the financial year2019-20. The Secretarial Audit report as received from the Secretarial Auditor is annexedto this report as Annexure II

COMMENT ON SECRETARIAL AUDIT REPORT

There are 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.) wereappointed as Internal Auditors of the Company since 2017. They regularly conducted auditand submitted their quarterly reports which were reviewed by the Audit Committee. Theauditor also reported in their 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.

COST AUDITOR

Since the company is not having any manufacturing activity at present and theprovisions of Appointment of Cost Auditor pursuant to the Companies Act 2013 are notapplicable no Cost Auditor has been appointed by the company during the financial year.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

During the year 2019 - 2020 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 into a rental agreement with a body corporate inwhich the promoter of your Company is interested.

Further pursuant to Ind AS 24 a lease rental transaction with a body corporate inwhich relative of promoter of the company is a Director is grouped as a related partytransaction. The said transaction was also approved by the shareholders of our companyand is on arm's length basis.

As per the requirements of Ind AS 24 the details of the above are given in the Noteno.28 of the Noes 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 as Annexure -III to this report.

PERSONNEL

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 IV.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

PREVENTION OF SEXUAL HARRASMENT POLICY

The company has in place Prevention of sexual harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.

The said policy also placed on the website of the Company viz. www.dynavision.in

The Company has constituted Internal Complaint Committee as per the aforesaid Act. Thedetails of the Committee members are given below:

Mrs. Lakshmmi Subramanian

Mrs. Srividhya Narasimhan

Sri N Govindan

Sri R P Agrawal

Your Directors state that during the year under review the Committee met on 10thFebruary 2020 and observed that there was no case filed pursuant to the Sexual Harassmentof the Woman at the workplace(Prevention Prohibition and Redressal) Act 2013.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013 your company has established aVigil Mechanism policy of directors and employees to report concerns about unethicalbehaviours actual or suspect fraud violations of code of conduct of the company etc. Themechanism also provides for adequate safeguards against victimisation of employees whoavail of the mechanism and also provide for direct access by the Whistle Blower of theAudit Committee. It is affirmed that during the Financial Year 2019-20 no employee hasbeen denied access to the Audit Committee. The Vigil Mechanism policy is also available inthe company's website www.dynavision.in.

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

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

5 (Five) Meetings of the Board of Directors of the Company were held during the year201920 which were on 29th May'19 02nd August'19 06thNovember'19 18th November'19 & 10th February2020. The maximumtime gap between any two consecutive meetings did not exceed 120 days. The attendance ofthe Directors in the Board meetings are as under:

Name of the Director No. of Meetings held No. of Meetings attended
Sri N Govindan 5 5
Sri J Narayanamurty 5 4
Mrs. Lakshmmi Subramanian 5 5
Sri R P Agrawal 5 5
Sri M S Meeramohideen 5 5

BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder 's Relationship committee. The manner in which the evaluationhas been carried out is explained below

A) EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on 10th February 2020inter alia to:

i. Review the performance of non-independent directors and the Board as a whole

ii. Review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors

iii. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties

B) EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS' MEETING

During the year under review the Directors (other than Independent Directors) met on10th February 2020 inter alia to:

1. Review the performance of the independent directors of the company taking intoaccount the views of executive directors and non-executive directors.

2. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

BOARD COMPOSITION

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 Directors Mrs.Lakshmmi Subramanian
Mr.N.Govindan
Mr.J.Narayanamurty

Committees of the Board:

With a view to have more focused attention on various business aspects and betteraccountability the Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee.

The Board Committees meet at regular intervals; take necessary steps to perform theirduties entrusted by the Board.

Audit Committee

As required under Section 177(8) the Audit Committee comprises of 3 Non-executiveIndependent Directors and 2 Executive Directors. The Committee was chaired by aNon-executive Independent Director Sri N Govindan with requisite qualification. In theopinion of the Board of Directors all the members of Audit Committee are financiallyliterate and also have accounting or related financial management experience.

The Audit Committee monitors and provides effective observation of the financialcontrol and reporting process review the financial reporting process internal auditprocess adequacy of internal control systems review of performance of StatutoryAuditors recommending appointment of Statutory Internal Auditors recommending the Auditfees and also payment for other services

The composition of the Audit Committee and particulars of meetings attended by themembers of Audit Committee are given below:

Name of the Director No. of Meetings held No. of Meetings attended
Sri N Govindan 5 5
Sri J Narayanamurty 5 4
Mrs. Lakshmmi Subramanian 5 5
Sri R P Agrawal 5 5
Sri M S Meeramohideen 5 5

During the year ended on 31.03.2020 five meetings of the Audit Committee were held on29th May 2019 2nd August 2019 6th November 2019 18thNovember 2019 and 10th February 2020. The Chairman of the Audit Committee hasthe accounting or related financial management expertise.

Statutory Auditors Internal Auditors and Company Secretary have also attended theAudit Committee meetings when invited by the Committee.

The Audit Committee reviewed the quarterly half yearly and annual financial statementsof the company before submission to the Board of Directors. The Committee also reviewedInternal Audit Reports related party transactions etc. from time to time. It has alsotaken on record the appointment of Statutory Auditors Internal Auditors and recommendedto the Board the remuneration payable to them.

The role of Audit Committee and terms of reference specified by the Board to the AuditCommittee are wide enough to cover the mandatory items as required under clause 49 ofthe Listing Agreement.

• Review of the company's financial reporting process the financial statementsand financial/ risk management policies

• Review quarterly half yearly and annual financial accounts of the company anddiscuss with Auditors

• To meet and review with External and Internal Auditors the internal controlsystems and to ensure their compliance

• To review matters as required under the terms of Listing Agreement

• To investigate matters referred to it by the Board

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is having accumulated losses and not having profits more than Rs.5/-Croresin the Year 2019-2020 or net worth more than Rs.500 Crores or turnover of more thanRs.1000 Crores in the previous financial year and therefore Constituting of a CSRCommittee and its compliance in accordance with the provisions of Section 135 of the Actdoes not arise.

POLICIES

The company has the following policies which are applicable as per the Companies Act2013 and SEBI (LODR) Regulations which are placed on the website of the company.

i. Code of conduct for Directors and Senior Management

ii. Whistle Blower Policy/ Vigil Mechanism

iii. Policy of Directors' Appointment and remuneration

iv. Policy on determining materiality of events

v. Policy on documents preservation and archival

vi. Terms of appointment of independent directors

vii. Nomination & Remuneration policy

viii. Policy on related party transactions

ix. Policy on sexual harassment of women at work place (prevention prohibition andredressal) Act 2013

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 aimedat preventing any wrong doing and promoting ethical conduct at the Board and by employees.The Compliance Officer is responsible to ensure adherence to the Code 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 on matters relating to integrity in the work placein business practices and in dealing with stakeholders. All the Board Members and theSenior Management personnel have confirmed compliance with the Code. Detailed policy onCode of Conduct in pursuance to SEBI (Prohibition of Insiders Trading) Regulations 2015 asamended is available in the company website www.dynavision.in

DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the company hold all their shares in demat form. The details ofshareholding of the Promoters are given in MGT9 (Annexure III to this report. Notices inpursuance to circular No SEBI/ LAD/NRO/GN/2018/24 of SEBI and MCA were sent to allshareholders holding physical shares in regular intervals by the Registrar and ShareTransfer Agents.

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 the state of affairs of the Company at the end of the Financial Year and of theProfit 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.

ACKNOWLEDGEMENT

Your Directors wish to place on record their

appreciation of the contributions made by employees at all levels towards thecontinued growth and prosperity of your Company. Directors also take this opportunity toconvey their thanks to all the valued shareholders of the Company and to the Bankers fortheir valuable services.

For and on behalf of the Board of Directors

Place: Chennai 34 R.P.AGRAWAL M S MEERAMOHIDEEN
Date: 18 August 2020 Whole time Director Whole time Director
DIN:05253615 DIN: 00001896

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