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Directors Report of Dynamic Archistructures Ltd.

Mar 31, 2015

Dear Members,

The Directors present their Nineteenth report together with the (Audited Financial Statement of your Company for the year ended 31st March, 2015.

Financial Highlights

Financial Performance: 2014 -15 2013 -14

Rs. (In Rs. (In Lakhs) Lakhs)

Gross Income 168.93 204.89

Total Expenditure 28.22 24.71

Profit Before Depreciation and Taxation 140.71 180.18

Deprecation 0.90 0.44

Profit before Taxation 139.81 179.74

Provision for taxation 65.07 53.24



Net Profit after Tax 74.74 126.50

Balance carried over to Balance Sheet 74.74 126.50

Dividend

The Board has not recommended any dividend for the current financial year in order to conserve its Profits.

Transfer to Reserves

Pursuant to the provisions of Section 45IC(1) of the Reserve Bank of India Act, 1934, Rs. 14,94,937/- has been transferred to the General Reserve (Statutory).

Operations/ State of the Company's Affairs

Your Company is a RBI registered Non-Banking Finance Company and it has achieved a net profit after tax of Rs. 74,74,687 against Rs. 1,26,50,066 in the previous year. This year was challenging for the financial sector companies. The year ahead is expected to be good for the business of the Company.

Share Capital

During the year, under the review there is no change in the Issued, Subscribed and Paid up Share Capital for the company.

Employee Stock Options Scheme

During the year, under the review the company has not issued any Shares pursuant to the Employee Stock Options Scheme.

Holding Company / Subsidiary Company

During the year, under the review the Company didn't have any Holding Company, Subsidiary, Associate or Joint Venture Company.

Management Discussion and Analysis Report

In terms of Clause 49 of the Listing Agreement with, the Stock Exchanges, Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

The report of Corporate Governance along with the certificate from the statutory auditors of the Company regarding the Compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors and Key Managerial Personnel Key Managerial Personnel

During the year under review, Mr. Sunny Jain was appointed as Chief Financial Officer and Mr. Ashwani Garg was appointed as Company Secretary of the Company w.e.f. 10th November, 2014.

Mr, Danmal Porwal, Managing Director of the Company is proposed to be re-appointed as Managing Director of the Company w.e.f. October 1, 2015.

Directors

During the year Mr. Rakesh Porwal was appointed as an Additional Director and Mrs. Padma Paila was appointed as an Additional (Independent-Woman) Director on 24th March, 2015. Further Mr. Mukesh Agrawal was appointed as an Additional Independent Director of the Company w.e.f. 10th August, 2015 and on the same date Mr. Pankaj Porwal, Mr. Anurag Jain and Mr. Bhanwar Lai Porwal resigned from the directorship of the Company. Your directors place on record their sincere appreciation of the services provided by them.

The term of appointment of Mr. Rakesh Porwal, Mukesh Agrawal and Mrs. Padma Paila will expire at the forthcoming Annual general meeting. Pursuant to Section 160 of the Companies Act, 2013, the Company has received notices from a member proposing appointment of the above mentioned Directors.

The Company has received declaration under Section 149(7) from Mr. Mukesh Agrawal and Mrs. Padma Paila confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of the Listing Agreements.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, evaluation of every Director's performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity; attendance and adequacy of time given by the Directors to discharge their duties; Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. The details of familiarisation programme for Independent Directors have been disclosed on website of the Company www.dynamicarchistructures.com.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Performance Evaluation of Independent Directors

The Board has formulated a questionnaire for performance Evaluation of Independent Directors. The questionnaire has among others basically captured the following points:

* Key attributes of the Independent Director

* Level and quality of participation in the Board and Committee Meetings

* Inputs provided by the Independent Director based on his knowledge, skills and experience

* Independence in Judgment

* Knowledge of Company's Business.

The Board of Directors had in their meeting held on March 24, 2015 evaluated the performance of Mr.Vijay Jain, Mr. Anurag Jain, Mr. Bhanwarlal Porwal and Mrs. Padma Paila, Independent Directors of the Company and has determined to continue with the term of appointment of the Independent Directors.

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on March 24, 2015 without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors were present at such meeting and at the Meeting they have:

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

ii. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Present Independent Directors hold a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between the Company's Management and the Board is satisfactory.

Training of Independent Directors

The Company shall provide suitable training to independent directors to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.

The Policy on the appointment of directors and senior management and policy on remuneration of directors, KMPs and employees are attached herewith and marked as Annexure: Annexure IA, Annexure IB.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. A total of Nine Board Meetings were held during the year 2014-2015 on the following dates: April 21, 2014, June 30, 2014, July 29, 2014, August 25, 2014, October 27, 2014, November 10, 2014, December 22, 2014, January 27, 2015 and March 24, 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. Details of attendance of each of the directors at the Board Meetings is given in Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013,the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2015 and of the profit of the Company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d). they had prepared the annual accounts on a going concern basis; and

(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls and Adequacy

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

Composition of Audit Committee

The Audit Committee comprises of two independent Directors, namely Mr. Vijay Kumar Jain and Mr. Bhanwar Lal Porwal and one Non-Executive Director, Mr. Pankaj Porwal. Mr. Vijay Jain is the Chairman of the Committee. With effect from August 10, 2015, Mr. Mukesh Agrawal and Mrs. Padma Paila, Independent Directors, were appointed as members of the Committee in place of Mr. Bhanwar Lal Porwal and Mr. Pankaj Porwal, All members of the Audit Committee possess strong knowledge of accounting and financial management. Financial Controller, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective action taken by the management are presented to the Audit Committee. The Board has accepted all recommendations, if any, of the Audit Committee made from time to time.

Vigil mechanism / Whistle Blower Mechanism

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company's policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance Cell. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at web link: http://www.dynamicarchistructures.com/PDF/POLICY/WhistIe%20Blower%20PoIi cy.pdf

Risk Management

The Company has in place the procedure to inform the Board about the risk assessment and minimization procedures. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Audit Committee has been assigned the task of ensuring Risk Management, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements: of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

Auditors

M/s. V.M.Lodha & Co., Chartered Accountants, Kolkata retire as Auditors at the 19th Annual General Meeting and have shown their unwillingness to be re-appointed as statutory auditors of the Company. The Company proposes to appoint M/s. Surana Singh Rathi and Co, Chartered Accountants as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2020. As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. Surana Singh Rathi and Co, to the effect that their appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders for their approval to the appointment of M/s. Surana Singh Rathi and Co, Chartered Accountants, as the Statutory Auditors and to fix their remuneration.

The notes of the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

The Members are requested to appoint M/s Surana Singh Rathi and Co. as the Statutory Auditors and fix their remuneration.

Secretarial Auditor

The Board has appointed M/s, V.P. Mahipal, Practising Company Secretary to conduct the secretarial audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Your Company is a RBI registered Non-Banking Finance Company and therefore the provisions of Section 186 are not applicable. There was no guarantees given or security provided by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of loans given and investments made are provided in the financial statement (Please refer to Note no. 10 and 11 to the financial statement). All the loans were given for the purpose of business of the recipients.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis, During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

Particulars of Remuneration Employees and Other Required Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing any remuneration which is in excess of the limits laid down therein. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure III.

Extract of Annual Return

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and forms part of this Report.

General

During the year under review, no revision was made in the financial statement of the Company.

During the year ended March 31, 2015 , there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital market since the listing of the Company's equity shares. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

Cautionary statement:

Certain statements in the Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board,

DANMAI, PORWAL DEBENDRA TRIPATHI Chairman Cum Managing Director Director DIN NO: 00581351 Din No: 00948186

Date: 24th August, 2015 Place: Kolkatta


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2014.

1. Financial Highlights

Particulars For the year ended For the year ended

31/03/2014 31/03/2013

(Rs. In Lacs) (Rs. In Lacs)

Gross Income 204.89 200.33

Total Expenditure 24.71 45.06

Profit before Depreciation & 180.18 155.27 Taxation

Depreciation 0.44 0.39

Profit before Taxation 179.74 154.88

Provision for Taxation 53.24 53.66

Profit after Taxation 126.50 101.22

Balance brought forward 992.04 890.82

Balance carried over to Balance 1118.54 992.04 Sheet

2. Dividend

Yours Directors do not propose payment of any dividend for the year under review in order to plough back the profit available for appropriation.

3. Review of Operation

Your company achieved a net profit after tax Rs. 126.50 Lacs as against Rs. 101.22 Lacs in the previous year.

4. Directors' Responsibility Statement

In compliance with section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed;

(ii) The directors have selected such accounting policies as mentioned in Note "23" of the Annual Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

5. Audit Committee

An audit Committee comprising of three directors Viz. Mr. Pankaj Porwal, Mr, Bhanwar Lal Porwal & Mr. Vijay Jain has been formed in compliance with the requirement of Section 292A of the Companies Act, 1956, and the. Committee will have such additional functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges within the stipulated time.

6. Deposit

Your company has not accepted any deposits within the meaning of section 58A, of the Companies Act, 1956 and the rules made there under.

7. Directors

Shri Bhanwar Lal Porwal retires by rotation in the forthcoming Annual General Meeting but being eligible has offered himself for re-appointment.

8. Auditors

M/s. V. M. Lodha & Co. Chartered Accountants, the Auditors of your company hold the office till the conclusion of the ensuing Annual General Meeting and being eligible we recommend their re-appointment.

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and outgo

In compliance with the provisions of section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Your Company has to report that;

(a) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(b) Your Company has neither carried out any Research and Development Works nor spent any amount on it as there is no. scope of doing so because of its nature of business.

(c) There is no foreign exchange earning and outgo during the year under review.

10. Corporate Governance

The Company has implemented the Code of Corporate Governance and a separate section has been included in the report. The report of Corporate Governance and the Certificate by M/s. V. M. Lodha & co. statutory auditors of the Company in confirmation of the compliance as per requirement of clause 49 of the Listing Agreement with the Stock Exchange has been set out in Annexure.

11. Particulars of Employee

The particulars as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 (as amended) are not applicable, as none of the employees of the company fall under the category prescribed.

12. Acknowledgement

Your Directors would like to express their sincere appreciation towards the co-operation, support and assistance received from shareholders, employees and others during the year under review

Date: 25th August, 2014 for and on behalf of the Board

Place; Kolkata For, Dynamic Archistructures Limited

(D. M. Porwal) Chairman cum Managing Director DIN 00581351