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Directors Report of Edynamics Solutions Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

The summarized performance of the Company for the years 2014-2015 and 2013-14 is given below:

(in Rs.)

Particulars For Financial Year Ended

March 31,2015 March 31,2014

Total Income 55,025,160.00 25,587,737.36

Total Expenditure 54,375,242.26 25,123,419.47

Profit after Depreciation but 649,917.74 464,317.89 before Tax

Less: Current Tax 269,859.00 191656.00

Add: Excess Provision of Income Nil Nil Tax of Previous years

Add: Deferred Tax 69033.97 41020.00

Profit / (Loss) After Tax 449,092.71 313,681.89

Proposed Dividend Nil Nil

Tax on Dividend Nil Nil

Transferred to Statutory Nil Nil Reserves

FINANCIAL PERFORMANCE AND RESERVE AND SURPLUS

During the year under review, Your Company has recorded a total income of Rs. 55,025,160/- against Rs. 25,587,737/- in the previous year. Profit after tax is Rs 449,092 as compared to Rs 313,681 in the previous year which has been transferred to the Reserve and Surplus.

DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action which affect the state of company affairs.

LISTING FEES

At present the Company's Equity Shares are listed on SME platform of BSE Limited and the company has paid Listing Fees upto the year 2014-15.

ISSUE OF EQUITY SHARES

During the year under review, your company has not issued any shares.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed to Directors' Report.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return in Form MGT-9 is given in the Annexure.

PUBLIC DEPOSIT

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

RELATED PARTY TRANSACTIONS

There are no related party transactions in the year under Report except as reported in the Financial Statements.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RISK MANAGEMENT

For Edynamics Solutions Limited, an effective risk management policy lies at the core of our business philosophy, which is centered on delivering high and better returns to all our stakeholders. With ups and downs, volatility and fluctuations in the financial business in which the Company operates. Edynamics Solutions Limited is exposed to various risks and uncertainties in the normal course of our business. Since such variations can cause deviations in the results from operations and affect our financial state, the focus on risk management continues to be high.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of section 135 of the Companies Act, 2013 dealing with constitution of Corporate Social Responsibility Committee and related matters, is not applicable to your Company.

DIRECTORS a KEY MANAGERIAL PERSONNEL

In accordance with Section 152 of the Companies Act, read with the Articles of Association of the Company, AAs. Anita Gupta, Non-Executive Director of the Company, retire by rotation and are being eligible offer herself for re-appointment at the ensuing Annual General Meeting.

During the year under review there were no other changes in the directorship of the Company.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No Significant and Material orders has been passed by any Authority in the year under Report.

BOARD MEETINGS

During the year, 6 (Six) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration and Compensation Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement.

The details of the Composition of the Nomination and Remuneration and Compensation Committee are given in the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off: 0

AUDITORS:

The existing Auditors M/s. Nitesh Pratap Singh and Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting has given a letter to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such appointment. And therefore, the Board of Director has recommended them to be re-appointed as Statutory Auditor of the Company for the financial year 2015-2016.

CHANGE IN REGISTERED OFFICE

During the period, the Company has changed its registered office to A-406, Street No.8, Road No.4, Mahipalpur, New Delhi - 110075.

PARTICULARS OF EMPLOYEES AND REMUNERATION

There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000/ - per month or Rs. 60,00,000/ - per annum. Hence, the Company is not required to disclose any information as per Rule 5(2) the Companies (Appointment and Remuneration) Rules, 2014.

SECRETARIAL AUDITOR & ITS REPORT

M/s Neelam Bansal & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit of records and documents of the Company for the financial year 2014-15. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014-15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act,the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

HUMAN RESOURCES INDUSTRIAL RELATIONS:

The takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation's growth and its sustainability in the long run.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate regarding the compliances with conditions of Corporate Governance in terms of Clause 52 of the Listing Agreement is annexed to this report.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls related to financial statement. During the year, such controls were tested and no reportable material weaknesses were observed for inefficiency or inadequacy of such controls. Some of the controls are outlined below:

* The Company has adopted accounting policies, which are in line with the Accounting

* Standards and other applicable provisions of the Companies Act, 2013; Changes in polices, if any, are approved by the Audit Committee in consultation with The Auditors;

* In preparing the financial statement, judgment and estimates have been made based on sound policies. The basis of such judgments and estimates are approved by the Auditors and the Audit Committee;

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have 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 and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ENERGY CONSERVATION MEASURES. TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of Energy, Technology Absorption, in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to technology absorption does not apply to the Company as the activities in which the Company operates does not require any technology.

During the period under review the Company has earned Foreign Exchange of 'NIL' and incurred the Foreign Exchange outgo of 'NIL'.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition committees, effectiveness of committee meetings etc. The board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

Date: 25.08.2015 Place: New Delhi By Order of the Board For Edynamics Solutions Limited

Sd/- Sd/- Vikas Saini Anita Gupta DIN: 06503769 DIN: 06501012 Director Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

The summarized performance of the Company for the years 2013-2014 and 2012-13 is given below:

(in lacs)

Particulars For Financial Year Ended March 31, 2014 March 31, 2013

Total Income 25,587,737.36 36,941,432.00

Total Expenditure 25,123,419.47 35,898,535.25

Profit after Depreciation 464,317.89 1,042,896.75 but before Tax

Less: Current Tax 150,636.00 322,255

Add: Excess Provision of Nil Nil Income Tax of Previous years

Profit / (Loss) After Tax 313,681.89 720,641.75

Proposed Dividend Nil Nil

Tax on Dividend Nil Nil

Transferred to Statutory Reserves Nil Nil

FINANCIAL PERFORMANCE

During the year under review, Your Company has recorded a total income of Rs. 25,587,737/- against Rs. 36,941,432/- in the previous year. Profit after taxation for the financial year ended on 31stMarch, 2014 decreased to Rs. 313,681/-against Rs. 720,641/- in the previous year.

DIVIDEND

To Plough back the profits into the business, the Board of Directors has not declared any dividend during the year.

ISSUE OF EQUITY SHARES

During the year under review, the Company has issued and allotted 1917000, 533500, 482000, 494200, 820800, 1668000, 583000, 421500 and 6258000 equity shares of Rs, 10/- each on 03.04.2013, 12.04.2013, 15.04.2013, 18.04.2013, 19.04.2013, 22.04.2013, 13.04.2013, 16.04.2013 and 22.06.2013 respectively and accordingly, the Equity Paid up Share capital stand increased to Rs. 216,910,000/- (Rupees Twenty one Crore sixty nine lac and ten thousand only) consisting 21,691,000 equity shares of Rs. 10/- each.

LISTING OF SHARES OF THE COMPANY

During the year under review, Your Company has applied for listing of its equity shares on the SME platform of BSE Limited and listed and admitted to dealings on the Exchange effective from June 26, 2013

DEPOSITS

During the year under review, Your Company has not accepted the deposits under section 58A of the Companies Act, 1956 and Companies (Acceptance of deposits) Rules 1975 as amended upto date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed to Directors'' Report.

PUBLIC DEPOSIT

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

DIRECTORS

In accordance with Section 152 of the Companies Act, read with the Articles of Association of the Company, Ms. Anita Gupta, Non-Executive Director of the Company, retire by rotation and are being eligible offer herself for re-appointment at the ensuing Annual General Meeting.

Mr. Shyam Saini, who was appointed as an Additional Director of the Company with effect from 24th March, 2014, he holds office until the date of the Annual General Meeting of the Company. The Company has received notice under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Shyam Saini for the office of the Director under the provisions of Section 160 of the Companies Act, 2013.

Also, during the year under review, Mr. Manish Gupta resigned from the Board.

INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013(new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of Presently, Mr. Bharat Gupta and Mr. Shyam Saini are the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the new act and the Listing Agreement, they may be appointed afresh with a fixed period of upto 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, technical operations and other disciplines related to Companys business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the date of Annual General Meeting of the Company.

AUDITORS:

The existing Auditors M/s. Viresh Rai & Co, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and has shown their inability to continue as Statutory Auditors of the Company.

Also, the Company has received a letter from M/s. NITESH PRATAP SINGH AND ASSOCIATES, Chartered Accountants, having firm registration no. 026796N to the effect that their appointment, if made, would be in accordance with the Act and that they are not disqualified for such appointment.

A Board of Directors of the company has recommended their appointment in the ensuing Annual General Meeting.

CHANGE IN REGISTERED OFFICE: During the period, the Company has changed its registered office to H.NO.-3 & 4, Second Floor, Plot No. S-1, Gali No.-3, East Guru Angad Nagar, Sai Mandir, Delhi-110092

PARTICULARS OF EMPLOYEES

As required by the provision of section 217(2A) of the Companies Act, 1956.Read with the Companies (particulars of employee) rules, 1975 as amended, no employee was in receipt of remuneration exceeding 60, 00,000/- per annum or 5, 00,000/- per month for any part thereof.

ENERGY. TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provision of Section 217 (I) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 being not relevant/significant, are not given. There were no foreign exchange earnings or outgo during the year under review.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate regarding the compliances with conditions of Corporate Governance in terms of Clause 52 of the Listing Agreement is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENTS

Pursuant to section 217 (2AA) of the companies Act, 1956, it is hereby confirmed:-

(i) That in the preparation of the accounts for the financial year ended 31st March 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the shareholders of the company. Your directors wish to place on record their deep sense of appreciation for the devoted and sincere services of the executives, staff and workers of the company for its success.

Date: 22.08.2014 Place: New Delhi By Order of the Board For Edynamics Solutions Limited

Sd/- Sd/- Vikas Saini Anita Gupta DIN: 06503769 DIN: 06501012 Director Director


Mar 31, 2013

The Directors have great pleasure in presenting the 13 th Annual Report together with the Audited Balance Sheet as at 31st March, 2013 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS

(in Rupees Lakhs)

Particulars Year Ending 31st Year Ending 31st March, 2013 March, 2012

Sales 360.77 259.26

Total Income 369.41 265.19

Operating Expenses 354.23 259.11

EBDITA 15.18 6.09

Depreciation 4.61 0.00

Interests 0.15 0.00

Taxes 3.22 1.95

Net Profit After Tax 7.20 4.14

No. of Equity Shares 8513000 8513000

EPS 0.08 0.05

FINANCIAL PERFORMANCE

During the financial year under review, the Revenues of the company has increased to Rs. 360.77 Lakhs as against previous year turnover of Rs. 259.26 Lakhs. The Profit after tax for the year was Rs. 7.20 Lakhs as compared to Rs. 4.14 Lakhs during the previous year ended on 31st March 2012.

DIVIDEND

Your Directors feel that Company should re-invest the profit in the business and to target growth in the existing business areas.

In order to meet its growing fund requirement and to conserve its resources for future expansions, the Directors have decided not to recommend the dividend for the current year.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

The Registered office of the Company was changed from Shop No. 6, West Guru Angad Nagar, Opp. DDA Building, Laxmi Nagar, Delhi - 110 092 to H. No. 3 & 4, Second Floor, Plot No. S-1, Gali No. 3, East Guru Angad Nagar, Near Sai Mandir, Delhi - 110 092 with effect from July 1, 2013 for the purpose of administrative convenience.

INCREASE IN AUTHORIZED SHARE CAPITAL

During the year under review, the authorized share capital of the Company was increased from Rs. 11 Crores divided into 1, 10,00,000 equity shares of Rs. 10/- each to Rs. 23 Crores divided into 2,30,00,000 equity shares of Rs. 10/- each.

CONVERSION OF COMPANY INTO A PUBLIC LIMITED COMPANY

During the FY 2012-13, the Company was a private limited Company. Subsequently, our Company was converted into a public limited Company under the Companies Act, 1956 and the name of the Company was changed to "e Dynamics Solutions Limited" pursuant to issue of fresh certificate of incorporation consequent upon change of name on conversion to public limited Company dated March 21, 2013.

LISTING ON SME PLATFORM

Your Directors are pleased to inform you that the Company''s securities have now been listed on the SME Platform of BSE Limited on June 26, 2013 and the Company has paid listing fee to the Exchange for the year 2013-14.

INITIAL PUBLIC OFFERING

During the year the Company came out with an initial public offering of 62,40,000 Equity shares of the face value of Rs. 10/- each for cash at a price of Rs. 25/ - per share (including a share premium of Rs. 15/- per Equity share) aggregating to Rs. 1560 Lacs.

The public issue opened for subscription on 10th June, 2013 and closed on 12th June, 2013. The basis of allotment was finalized in consultation with the Designated Stock Exchange - Bombay Stock Exchange Limited.

The Company''s shares got listed on the SME platform of BSE Limited on 26th June, 2013.

DEMATERIALIZATION OF SHARES

In the year currently under review, the Company''s equity shares have been dematerialized to be traded in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai.

Further, the Company has appointed M/s Cameo Corporate Services Limited as the Registrar to the Company.

SUBSIDIARIES

Presently, there is no subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since there is no subsidiary of the Company at present, hence no consolidated financial statements have been prepared

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

PARTICULARS OF EMPLOYEES

Your Directors'' would like to place on record their deep appreciation of all employees for dedicated and sincere services rendered by them.

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1975 is not annexed, as there is no employee drawing salary exceeding the present limits as provided under the Act i.e. drawing monthly remuneration exceeding Five Lakh Rupees and annual remuneration exceeding Sixty Lakh Rupees.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act, 1956 read with Articles of Association of the Company, Mrs. Anita Gupta, Non executive Director of the Company retire by rotation and being eligible offers herself for re-appointment at the ensuing AGM.

The Company has a very dedicated team of Board of Directors. Unfortunately, Mr. Manish Kumar Gupta, Independent Director who became a part of our organization on 22.06.2012 resigned on 17.07.2013 due to personal reasons. The Board places on record their gratitude for the services provided by him during his tenure.

According to Clause 52 of the Listing Agreement, an Independent Director who resigns or is removed from the Board of Directors shall be replaced by new Independent Director within the period of not more than 180 days from the date of such resignation or removal, as the case may be. Mr. Manish Kumar Gupta resigned from the post of Independent Director on 17/07/2013 thereby creating a vacancy. The Company is in process to find an appropriate person to fill in the vacancy. Therefore the Company is in compliance with the provisions of clause 52 of the Listing Agreement.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Companies Act, 1956 and the Companies (Disclosure of Particulars in the report of Board of Directors'') Rules, 1988 regarding conservation of energy and technology absorption are not applicable. Therefore the information relating to conservation of energy or technology absorption etc is not given. There has been no foreign exchange earnings and outgo during the year under report.

AUDITORS & AUDITORS'' REPORT

M/s Viresh Rai & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have provided a certificate that their re-appointment, if made, will be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

(ii) The Directors have 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 as at the end of the financial year and of the profit of the Company for period under review.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts for the financial year ended March 31, 2013, on a going concern basis.

Management DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement to be entered into with Bombay Stock Exchange Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

Your Company was not a listed company as on 31st March, 2013. Your Company''s Equity Shares got listed on June 26, 2013 on SME platform of BSE Ltd. (BSE). Though strictly not necessary a detailed report on the Corporate Governance in compliance with Clause 52 of the

Listing Agreement is presented as a part of the Annual Report. A Certificate from the Auditor on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

ACKNOLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

For e Dynamics Solutions Limited

Sd/-

Vikas Saini

Director

DIN: 06503769

Date: 26.08.2013

Place: New Delhi


Mar 31, 2012

Dear Members.

The Directors are pleased to present the Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended on 3 L'' March, 2012.

1. FINANCIAL RESULTS

The company has earned^net profit of Rs. 6.08.571/- during the year before tax against the profit of Rs. 64,308/- earned during the previous year before tax. Your Directors'' hope to do better Business in coming Financial Year.

2. RESERVES

The Ktacrves at the end of the year 31s'' March 2012 is at Rs. 5.36/- Lacs as against the total Reserved of Rs 247.75/- Lacs in previous year.

3. DIVIDEND

No dividend has declared during the current Financial Year.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement their inability to propose any dividend in view of the in - appropriate profit in this year.

(A)That in the preparation of accounts for the F.Y. ended 31sl March 2012. the applicable accounting standards have been followed along with proper explanation relating to material departures.

(B) That the directors are selected such accounting policies and applied the consistently and made judgments and estimates that where reasonable and prudent so as to give a true and view of the state of affairs of the company at the F.Y. and the profit of the company for the year under review.

(C) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 so safe guarding the assets of the company and preventing and detecting frauds and other irregularities.

(D) That method of Accounting is followed on the basis of going cqnceo;t.

5. EMPLOYEE

There is no employee in the Company whose particulars are required to be given under Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules, 1975.

6. AUDITORS

M/s Viresh Rai & Associates. Chartered Accountants. Auditors of the Company retire & eligible for appointment. The company has received certificate from the proposed auditors that the appointment if made, would be with in the prescribed limits u/s 224 (IB) of the Companies Act. 1956.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 217(1 )(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

8. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support of Shareholders, bankers and Business associates at all levels.

BY ORDER OF BOARD OF DIRECTOR

Place: New Delhi

Date: 29.08.2012 SD/-

Chairman

 
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