Directors Report of Dynacons Systems & Solutions Ltd.
Mar 31, 2023
Your Directors are pleased to present the Twenty Eighth Annual Report on the business and operations of the Company for the year ended March 31, 2023.
1. Financial Highlights
|
(Rs. In Lakhs) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
Year ended |
Year ended |
Year ended |
Year ended |
|
|
31/03/2023 |
31/03/2022 |
31/03/2023 |
31/03/2022 |
|
|
Gross Income |
80,644 |
65,584 |
80,677 |
65,584 |
|
Profit Before Finance Cost and Depreciation and Amortisation Expenses |
5,683 |
3,234 |
5,692 |
3,231 |
|
Provision for Depreciation and Amortisation Expenses |
136 |
136 |
136 |
136 |
|
Profit Before Finance Cost |
5,547 |
3,099 |
5,555 |
3,095 |
|
Finance Cost |
1,087 |
893 |
1,087 |
893 |
|
Net Profit Before Tax |
4,460 |
2,205 |
4,468 |
2,202 |
|
Provision for Tax |
1,123 |
559 |
1,123 |
559 |
|
Net Profit After Tax |
3,338 |
1,646 |
3,345 |
1,643 |
|
Balance of Profit brought forward |
4,672 |
3,077 |
4,675 |
3,083 |
|
Balance available for appropriation |
7,958 |
4,672 |
7,969 |
4,675 |
2. Management Analysis and Discussions Company performance:
Over the past couple of years, we''ve witnessed a period marked by a change in business dynamics. These years have brought about significant changes to the world, our business, and our personal lives. Organizations worldwide were compelled to swiftly and drastically alter their operational methods, locations, and approaches to serving their customers and stakeholders.
In the face of these widespread transformations, your company has displayed remarkable resilience and adaptability, emerging stronger than ever before. We responded promptly and demonstrated exceptional fortitude in confronting an unprecedented crisis. While the world grappled with chaos and disruption, we achieved sustained growth, serving as the driving force of our vibrancy and dynamism.
Beyond the surface-level statistics, we find satisfaction in the comprehensive nature of our growth, which has been broad-based across all our industry sectors and major markets. Additionally, we''re pleased to observe a steady increase in the number of digital transformation projects in our portfolio, further illustrating our commitment to staying ahead in a rapidly evolving business landscape.
We are pleased to share that your company has done well in a volatile global environment in the year gone by. In FY 2023, your company delivered Our Standalone revenues of '' 80,644 Lakhs as compared with '' 65,584 Lakhs during the previous year, reflecting a growth of 23%. The profit before tax stood at '' 4,460 Lakhs as compared to '' 2,205 Lakhs in the previous year. The Company has made a provision of tax totaling to '' 1,123 Lakhs and the profit after tax stood at '' 3,338 Lakhs for the current year, an increase of 103 % over the previous year. On a consolidated basis, the revenue from operations for FY 2023 at '' 80,677 lakhs was higher by 23% over the previous year. The Company has made a provision of tax totaling to '' 1,123 Lakhs and the profit after tax stood at '' 3,345 Lakhs for the current year, an increase of 104% over the previous year.
The growth was driven by accelerated spending attributed to the Companies on digital transformation initiatives, cloud adoption and increased outsourcing. The outperformance may be attirbuted to the Companies partnerships with its customers, its agile organization structure, and a very stable management team; its investments in talent development, and in building newer capabilities that have helped expand wallet share with clients; and better execution resulting in greater customer satisfaction.
Our vision is to build a globally-respected organization delivering the best-of-breed business solutions, leveraging technology, delivered by the best-in-class people. We are guided by our value system which motivates our attitudes and actions. Over the past year, we have been working relentlessly to rebuild a people organization to operate with the speed and agility of a startup. We are seeking to be agile in our responses to a rapidly changing external environment, and with it to increase the velocity of ideas and innovations we generate and execute.
The global landscape is currently witnessing significant transformations. Geopolitical tensions, such as the Russia-Ukraine conflict, escalating inflation rates, and volatile commodity prices, have led to a deceleration in global economic growth and heightened stress in the overall economic sphere. Despite these challenges, investments in IT services have remained steadfast. Cloud migration initiatives continue at a robust pace, and clients persist in launching transformative projects. The heightened uncertainty in the business environment has rendered clients more receptive to IT expenditure and the restructuring of business operating models. These transformations aim not only to deliver substantial efficiencies but also to enhance agility and resilience.
The geopolitical turmoil has instigated a shift in global supply chains. Companies are reevaluating their supply chain strategies to prioritize resilience and efficiency. New global supply chain ecosystems are emerging, with India assuming a pivotal role. This transformation is propelled by substantial investments in technology, enabling the establishment of "digital-first" manufacturing and supply chain operations, as well as fostering ecosystem integration with partners.
India''s technology Industry is expected to register significant growth. The Information Technology Industry is one of the leading sectors in India, sharing 9.3% of the country''s GDP, making it one of the biggest sectors contributing to India''s economic growth. The company''s growth prospects for the current year are underpinned by several key demand drivers. These include the modernization of IT infrastructure, the facilitation of cloud adoption and migration, digital transformation initiatives, the modernization of data centers, the evolution of digital workplaces, bolstering cybersecurity measures, and the adoption of artificial intelligence. Furthermore, traditional outsourcing, vendor consolidation, multi-service agreements, and the AI/ML-driven transformation of IT processes are poised to further fuel the company''s growth trajectory.
Our remarkable business performance over the past year underscores our intrinsic resilience and adaptability. This success can be attributed to two pivotal factors. First, our market share has expanded due to our exceptional capabilities and elevated customer satisfaction levels. Second, our increased participation in our customers'' growth and transformation initiatives, which represent a burgeoning segment of their technology investments, has also played a substantial role. Our swift responsiveness, agility, and capacity to embrace change have remained the bedrock of our achievements.
The IT industry in India has consistently led the charge in technological innovations. Throughout the fiscal year, this sector has witnessed dynamic transformations driven by technological advancements, evolving customer demands, and the ever-shifting global market dynamics. Notably, the IT industry has been undergoing a substantial digital revolution. Businesses spanning various sectors have made substantial investments in technology to streamline their operations, elevate customer experiences, and maintain a competitive edge.
The rollout of 5G networks has commenced in various regions, promising faster and more reliable connectivity. This groundbreaking technology has the potential to revolutionize sectors like healthcare, IoT, and autonomous vehicles by enabling real-time data transmission and low-latency applications.
Within the context of ongoing enterprise digital transformation, we observe a sustained emphasis on cloud adoption, network modernization, enhancing the customer experience, and transforming business models. These initiatives reflect our clients'' ambitions to steer clear of technological obsolescence, transition into intelligent enterprises, introduce innovative products and services, orchestrate ecosystems, and provide immersive, hyper-personalized experiences.
Our role is to empower clients to accelerate and broaden their technology-led innovations, enabling them to distinguish themselves and drive growth. Additionally, we support them in adapting to evolving circumstances, leveraging technology to boost efficiency, agility, and resilience while maintaining a harmonious equilibrium between growth and stability. Recognizing that technology adoption remains a pivotal catalyst for business growth and transformation for our clients, we remain laser-focused on addressing their needs by cultivating fresh capabilities that facilitate swift technology integration. Our company remains unwavering in its commitment to enhancing its talent pool, cultivating strategic partnerships with key technology providers, expanding the innovation ecosystem, and delivering cutting-edge solutions.
Your company stood at the forefront of a remarkable surge in digital technology adoption, driven by businesses'' fervent pursuit of cost structure revamps, fortified resilience and adaptability, personalized experiences for customers and employees, and the launch of innovative products and services. Enterprises actively sought technological solutions to not only thrive in the evolving landscape but also to gain a decisive competitive edge. Their overarching objective was to redefine the future of work, learning, and transactions while infusing unwavering resilience into their operations and reinforcing the security of their infrastructure platforms and endpoints.
The Company has cultivated a robust customer base, harnessed diverse technical talent, and constructed a proficient service delivery infrastructure. Dynacons engages in a comprehensive array of IT infrastructure activities, spanning from intricate infrastructure design and consultative services to intricate systems integration, and the establishment of extensive Network and Data Centre infrastructures, complete with the provision of associated hardware and software resources. Their service portfolio extends to advanced technologies such as HyperConverged Infrastructure (HCI), Private and Public Cloud deployments, Software Defined Network (SD-WAN), Software Defined Storage (SDS) solutions, Network Infrastructure design and setup, Virtual Desktop Infrastructure (VDI) Solutions, as well as the meticulous onsite and remote facilities management of multi-location infrastructures for domestic clients.
Moreover, the Company boasts profound domain knowledge across various industry sectors and exhibits adeptness in both traditional and cutting-edge technologies. This deep contextual understanding of their customers'' businesses serves as a foundation for the creation of unique, high-impact solutions meticulously designed to yield discernibly differentiated business outcomes. Dynacons offers an end-to-end spectrum of technology and technology-related services catering to corporations spanning diverse industry verticals. Their service models encompass Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS). Dynacons'' Enterprise Services encompass a wide spectrum of offerings, including Infrastructure Managed Services, Breakfix Services, Managed Print Services, Cloud Computing solutions, Systems Integration Services, and Applications Development and Maintenance.
We consistently seek out fresh opportunities within our customers'' businesses, constantly striving to enhance their value proposition. Our proactive approach involves strategic investments in innovative capabilities and the introduction of novel solutions to tap into these potential growth areas. Our overarching objective is to drive revenue growth, embrace cutting-edge technology-driven business models, diversify income streams, cater to diverse customer segments, and fortify our existing client relationships.
Our company''s name, Dynacons, encapsulates our dynamic nature and guides everything we do. At our core, we thrive on a dynamic growth trajectory fueled by our 3C approach: Concept, Capability, and Culture. Our extensive portfolio of services covers the entire IT infrastructure lifecycle, from Planning and Building to Running and Monitoring. We are unwavering in our commitment to constantly evolve our concepts, expand our capabilities, and cultivate a vibrant company culture. These principles underpin every facet of our operations at Dynacons, ensuring that we remain at the forefront of innovation and value creation. Over time, this strategy has resulted in deep and enduring customer relationships, a vibrant and engaged workforce, industry-leading profitability, a steady expansion of the addressable market, and a proven track record in delivering longer term stakeholder value.
Enterprises are increasingly recognizing the strategic advantages of IT vendor consolidation. In an era marked by rapid technological evolution, businesses are finding that streamlining their supplier relationships can lead to enhanced efficiency, cost savings, and improved overall performance. By reducing the number of IT vendors they engage with, enterprises can simplify their procurement processes, negotiate more favorable terms, and gain a deeper understanding of their vendor ecosystem. By consolidating the technology infrastructure with a single strategic partner, clients not only achieve greater accountability, but also reduce complexity and derisk their larger business transformations. Moreover, it enables enterprises to create a more standardized and integrated IT environment, enhancing cybersecurity and compliance efforts. As the business landscape continues to evolve, IT vendor consolidation is emerging as a strategic imperative for enterprises seeking to stay agile and competitive.
We positioned ourselves as trusted technology advisors, facilitating the adoption of cutting-edge solutions, including cloud computing, digital transformation, IoT, networking, and IT security. Our business model and strategy have resulted in deep and enduring customer relationships, a vibrant and engaged workforce, a steady expansion of its addressable market, a strong reputation and a proven track record in brand value. Customer-centricity is at the core of our business model, organization structure and investment decisions. The philosophy has been to delight them by delivering superior outcomes, and build strong, enduring relationships. Additionally, the company seeks to expand and deepen customer engagements by continually looking for new areas in the customer''s business where the company can add value, proactively investing in building newer capabilities, and launching new services and solutions. Our technology offerings, structure, and delivery expertise to bring together different capabilities into a seamless service delivery team, helped us win several large deals throughout the year.
Cloud transformation has remained a top priority for enterprises, with an increased emphasis on execution in recent times. Eterprises are looking to drive the modernization and migration of their larger, more complex workloads. Our competitive edge in this phase of the cloud adoption cycle is underpinned by the breadth and depth of our cloud expertise, our scalability, deep domain knowledge, and our strong partnership credentials with major cloud providers.
Cloud technologies continue to be a driving force behind innovation in the corporate world, as they provide access to powerful resources in computing, data, and networking on a significant scale. The adoption of cloud-based services, particularly Infrastructure as a Service (IaaS), Platform as a Service (PaaS), and Software as a Service (SaaS) models, is on the rise. In response, our company has proactively expanded its cloud solutions portfolio, fostering strategic partnerships with leading cloud providers to meet the evolving needs of businesses.
During the previous year we won the prestigious contract worth '' 116 Crores for the setup of Private Cloud solution for a leading Public Sector Bank. The order covers Supply, Installation, configuration, implementation and maintenance for Hyper-Converged Infrastructure and Software Solution for the Bank''s On-Premises Private Cloud. The private cloud solution will help standardize and automate its processes. The Hyper-Converged IT infrastructure will allow the bank to scale faster, offer technology enhancements quicker, reduce operational complexity, and automate application provisioning and deployment.
Cybersecurity remained a paramount concern within the IT industry, marked by an escalating frequency and heightened sophistication of cyberattacks, which posed significant threats to the integrity of organizations'' data and operational continuity. Among these threats, ransomware attacks gained prominence, with notable incidents targeting critical infrastructure and corporate entities. Consequently, there emerged an imperative need to reinforce cybersecurity measures, encompassing substantial investments in cutting-edge threat detection technologies, extensive employee training programs, and rigorous adherence to evolving data protection regulations.
The burgeoning landscape of cybersecurity threats compelled organizations to fortify their digital defenses. In response to these challenges, we strategically expanded our cybersecurity portfolio, placing particular emphasis on delivering services focused on threat detection, prevention, and incident response. Our strategic partnerships with leading cybersecurity solution providers played a pivotal role in augmenting our capacity to offer robust and holistic security solutions. Your Company has won the prestigious Next-Gen Cyber Security Operations Centre project for the design, setup, installation, testing, and support of Cyber Security Solution for one of the Smart City projects in India.
Software-Defined Wide Area Networking (SD-WAN), represents a transformative technology that has revolutionized IT infrastructure control and management. It achieves this by delivering a virtual WAN architecture that securely connects users to their applications, offering a multitude of advantages in the process. These benefits encompass streamlining branch office connectivity, enhancing network reliability, optimizing application performance, and bolstering network agility. Furthermore, SD-WAN goes the extra mile by reducing overall expenses, thanks to its efficient resource utilization and automated branch and WAN architecture, which are essential in meeting contemporary IT business objectives. In essence, SD-WAN stands as a game-changing innovation that simplifies IT resource management while driving cost efficiency and agility in network infrastructure. The Company has won several nationwide large deployments of SD-WAN solutions.
Digital transformation has become an integral part of the fabric of enterprises, governments, and societies, with its accelerated progress across industries fueled by the pandemic. This evolution necessitated not only strengthening our offerings but also deepening our understanding of the latest technology trends. The fast-paced tech landscape and the demand for highly skilled professionals proficient in both traditional and digital technologies are compelling businesses to partner with third parties for their transformative needs. Your company remains a vital player in this landscape, guiding clients in adopting new technologies to initially navigate crises and subsequently driving innovation and business growth on a larger scale.
In this era of profound technological change, where virtual work arrangements have enabled inclusivity and flexibility, technology continues to reshape our approach to life and work. This digital transformation, spurred by the pandemic, underscores the importance of staying updated on emerging tech trends while fortifying our own offerings. As we face an uncertain future, characterized by unpredictability, it is essential to recognize the opportunities arising from this rapid digital acceleration. These opportunities offer the potential for differentiation and market leadership in an ever-evolving landscape. Your company has won several digital transformation projects during the previous year. Such engagements are material, multi-year transformation engagements which when completed, result in resilient, future-ready digital technology stacks that enable leaner, more agile operations and very importantly, serve as a scalable foundation for their innovation and growth.
Infrastructure Management Services (IMS) have emerged as a pivotal component of modern enterprises'' operational strategies. The surge in demand for IMS can be attributed to several factors, with the outsourcing of business and IT operations being a prominent catalyst. Enterprises increasingly turned to outsourcing for three compelling reasons: firstly, it allowed them to liberate both human capital and financial resources, thereby redirecting them towards critical growth and transformation initiatives. Secondly, the scarcity of talent, particularly in the realm of digital technologies, prompted organizations to seek external expertise, ensuring the efficient management of their infrastructure. Lastly, the pursuit of leaner and more resilient IT and business operations became a pressing concern, as businesses aimed to streamline processes and enhance overall agility. In this context, Infrastructure Management Services have not only provided cost-effective solutions but also contributed significantly to the overall competitiveness and adaptability of enterprises in an ever-evolving digital landscape.
Dynacons provides Infrastructure Management Services (IMS) to oversee the vital IT systems of leading and forward-thinking organizations. Our Enterprise Services encompass a comprehensive range of Enterprise IT and Office Automation Services, such as Infrastructure Managed Services, Break-fix Services, Managed Print Services, Cloud Computing, Systems Integration Services, and Applications Development and Maintenance. Our IT infrastructure management services come with a strong track record. We''ve not only successfully executed complex IT transformation projects but have also ensured efficient IT infrastructure services for our enterprise clients. Our history is marked by successful delivery of high-complexity projects, high levels of customer satisfaction, and innovative IT solutions.
Dynacons'' IMS offerings serve a diverse array of industries, and we are actively enhancing our capabilities in Automation and AI to enhance service delivery. This is a strength highly valued by our clients, helping them become more efficient. Our IT infrastructure management services provide the expertise, talent, and tools needed to support the creation, operation, and management of cutting-edge IT infrastructure.
Recent shifts and challenges have transformed the modern workforce, reshaping how people collaborate and carry out their tasks. Our managed IT workplace services are designed to adapt to these changes, providing the right-sized infrastructure and support needed for today''s dynamic work environment. This approach not only enhances the monitoring of next-generation workplaces but also reduces incident and problem tickets. Many companies are now harnessing AI and RPA technologies to streamline operations, aiming to improve efficiency further. Additionally, there is a growing focus on offering support and development opportunities to employees, including reskilling efforts. As remote work becomes more prevalent due to the pandemic, the significance of data security and privacy has intensified, alongside challenges related to increased IT workloads, potential productivity loss, and the absence of in-person camaraderie.
Our comprehensive workplace technology solutions are centered on elevating user satisfaction, enhancing freedom, and boosting productivity, all while optimizing the return on investment in workplace technologies. By embracing our workplace technology services, end-users can anticipate greater automation and collaboration. Our Workplace Solutions cover the entire lifecycle, encompassing sourcing and logistics, integration, user profiling and enablement, service desk and global field support, remote/branch site optimization, hybrid messaging, enterprise mobile enablement, managed print services, virtualization, desktop as a service, and operating system migration. We have a proven track record of working closely with numerous large enterprises, offering a complete range of Workplace solutions to ensure a seamless work-from-home experience. Our company has successfully secured multiple contracts with prominent BFSI and global enterprises to meet their workplace solution needs.
The company''s dedication to providing excellent service, willingness to invest in customer relationships, commitment to achieving meaningful results, and a proven history of executing with excellence have consistently led to high levels of customer satisfaction and long-lasting client partnerships. These enduring connections result in a significant amount of repeat business, bringing increased visibility and predictability to our business model. As a result, our company experiences a steady influx of projects.
Through our comprehensive range of services and solutions, we assist our customers in navigating their digital transformation journeys. We''ve adopted a four-pronged approach to reinforce our relevance to clients and drive rapid value creation: scaling our digital capabilities and remaining agile, upskilling our workforce, expanding our portfolio of offerings, and revitalizing our core IT infrastructure. Our Consistent growth is testimony to the strength of our business model and our ability to reinvent ourselves in an ever-evolving technology landscape to stay relevant to our customers while remaining focused on creating value for all our stakeholders.
Awards, Certifications and Recognitions
We are continuing to build deeper relationships with our clients and growing the trust they have in us. As a consequence of our deep capabilities and the trust of our clients in us, we have emerged amongst the fastest growing companies in the industry. This is seen in the number of awards that your company has consistently received for its sustained growth.
Your Company had been selected to be an Alliance partner in the Global IT Alliance (GITA). GITA is a global alliance of validated IT companies united by their shared goal of offering customers consistent and exceptional service quality in their cross-border projects. The Global IT Alliance is comprised of six partners with over 130 sites spread across 24 countries on all continents, The GITA Mission - to Provide Global Reach with Local value, service and experience to enable successful IT solutions for multinational organisations. Joining GITA as an Alliance partner will offer Dynacons a global platform for offering solutions to their customers and will also allow them to work on the opportunities brought by the other GITA members in India.
Dynacons'' has been ranked 97th in Economic Times India''s Growth Champions 2022 list of the fastest growing companies among all Industries in India for the third consecutive year. The Economic Times India''s Growth Champions 2022 list is an initiative that aims to highlight true accelerators of the Indian economy. It represents the creme-de-la-creme of companies that have mastered the art of growing from strength to strength, year after year.
Dynacons has been recognised in the Financial Times list of Asia Pacific High Growth Companies 2022 released by Financial Times in partnership with research firm, Statista for the third time. Dynacons has been ranked for the third time alongside major technology players. The research considered businesses in sectors ranging from fintech, property, advertising, support services and ecommerce, technology was the most represented sector.
Your Company won the most prestigious Special Security Award amidst industry leaders & experts. This was the 13th Edition of the Premier 100 Awards and Symposium, and Foundry has been recognizing IT companies excelling in specific domain with special awards at each edition. The Security Award recognises the leaders in Information Security who are helping their customers improve infrastructure by empowering the security posture, while helping them to control costs & enhance productivity.
Your Company has been recognized as a part of "Leading Mid-Corporates of India 2022â by Dun & Bradstreet for the second consecutive year. Dun & Bradstreet felicitated leading Mid-corporate and SME business in India across various award categories at the âBusiness Enterprises of Tomorrow 2022â event hosted by them. This is an initiative by Dun & Bradstreet for recognizing and honoring the leading Mid-corporates and SMEs in India. The theme for the Business Enterprises of Tomorrow 2022 event was ''Time for India''s New-Age Entrepreneurship''.
Dynacons has won the Award for the Best Performance for the Year 2022, from the Global IT Majors, Hewlett Packard Enterprise (HPE) and Nutanix. This award was presented at âTop Partners Meet 2022â held at Sun City, South Africa. The HPE partner awards recognize select partners from across the ecosystem for their outstanding performance, their commitment to customer success & satisfaction and focus on growth & excellence.
We believe that we are well-positioned for the principal competitive factors in our business. With more than two decades of experience in managing the systems and workings of the enterprises, we believe we are uniquely positioned to help them steer through their digital transformation. Our work across industries, value chains, and geographies, gives us keen insights into the pattern of changes impacting the fundamental wiring across a diverse set of businesses, and we believe with this understanding, we can help our clients pick up the right signals and work out what''s next. Over the years, we have invested in building differentiated capabilities such as Specific industry domain and technology expertise, and end-to-end service offering capabilities in systems integration, and infrastructure management.
Your Company has developed and refined its Service Delivery Model to ensure a consistent and controlled service process. Our Service Delivery Model divides projects into components that can be executed simultaneously at client sites and at our offices in India. We have taken several steps to build a sophisticated service delivery model and quality control processes, standards and frameworks. Our Sales and client engagement teams have ensured deep, enduring and expansive relationships with our customers around the world. All of our services and operations are fully aligned with the world''s most respected standards and frameworks.
We have built specific industry domain and technology expertise. These give us the ability to articulate and demonstrate longterm value to our clients around the world, with whom we have deep, enduring and expansive relationships. We have nurtured premier ecosystem alliances with technology majors and global companies to be able to offer holistic solutions to our clients. We typically compete with other large, technology service providers in response to requests for proposals. Clients often cite our industry expertise, comprehensive end-to-end service capability and solutions, ability to scale, superior quality and project execution, established delivery model, experienced management team, talented professionals and track record as reasons for awarding us contracts.
Dynacons has a team of specialists with experience in leveraging technology to help improve efficiency. Your Company provides dynamic technology solutions and has the capability to address the increased complexity, cost and risk associated with these technology platforms. Your Company has a well-defined and scalable organizational structure based on product, territory and process knowledge, experienced and stable management team, strong relationships with banks, and investors. We believe that our industry expertise, comprehensive end to-end service capability and solutions, ability to scale, digital capabilities, established platforms, superior quality and process execution, distributed agile delivery model, experienced management team, talented professionals and track record will help drive sustainable, profitable growth for us.
The Company continues to strengthen its commitment to the highest levels of quality, superior customer experience, best-inclass service management, robust information security and privacy practices and mature business continuity management. The customer-centricity, focus on their growth and transformation, rigor in operations and commitment to delivery excellence have resulted in sustained high customer satisfaction levels.
The Company has been appraised at Maturity Level 5 of the Capability Maturity Model Integration for Development. The Company has also driven agility in its internal processes that enhance competitiveness. The customer-centricity, rigor in operations and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels. Our enterprise ISO certification scope includes conformance to the following globally recognized standards: ISO 9001:2015 (Quality Management Systems), ISO 20000-1:2018 (IT Service Management) and ISO 27001:2022 (Information Security Management).
We maintain high ethical and corporate governance standards to ensure honest and professional business practices and protect the reputation of the Company and our customers. We continue to strive and maintain sustainable growth through the philosophy of business excellence. A strong emphasis is based on quality in every aspect of the Company''s activities. In line with this philosophy we have designed our quality management program and have defined several key parameters for measurement of quality levels to ensure improvement in the quality of the deliverables.
Your company remains dedicated to enhancing its processes to guarantee top-notch delivery and utmost customer satisfaction. Achieving excellence in quality and customer contentment are vital components for thriving in today''s fiercely competitive global marketplace. Your company is steadfastly committed to operational and delivery excellence, as well as sustainable growth in pursuit of business excellence. The unwavering dedication to maintaining the highest standards of quality, offering best-in-class service management, implementing strong information security measures, and cultivating mature business continuity procedures has enabled your company to achieve significant milestones in the past year.
We will continue to play a pivotal role in partnering with clients to facilitate their business transformation, aiding them in accelerating the adoption of new technologies and introducing agility into their operations. Our focus involves collaborating with large enterprises on transformative initiatives aimed at constructing a digital foundation for the future, enabling the strategic utilization of data and artificial intelligence (AI), and reimagining both customer and employee experiences.
In the IT industry, there has been a growing concern about environmental sustainability. Businesses are increasingly committing to a sustainable future, manifesting through numerous innovations spanning products, services, manufacturing, and delivery methods. Consequently, new business models are emerging, necessitating investments in technology and innovation, including electric mobility, renewable power, hydrogen, and sustainable fuels. Throughout this transition, investments in IT and digital technology will play a crucial role in facilitating these transformations. Furthermore, scrutiny has been directed towards data centers and the energy consumption of IT equipment, resulting in initiatives aimed at adopting more energy-efficient technologies and incorporating renewable energy sources.
The impact of AI and Machine Learning is poised to be profound, as these technologies become integral to businesses across diverse sectors. We are currently witnessing a transition from predictive AI to generative AI, with the majority of businesses still in the process of capturing large volumes of data and harnessing the capabilities of cloud computing and IoT within the realm of predictive AI. Adoption levels vary among companies in different sectors, and leveraging generative AI will necessitate further technological innovation and investments. We are actively investing in talent and resources to develop AI-driven solutions, empowering our clients to harness the potential of data-driven insights.
Innovative delivery models like its AI-driven "Machine First" strategy and outcome-oriented business models are inspiring clients to rethink their operational strategies. The demand for cloud-centric "as-a-service" solutions is also surging, as indicated by a recent projection that anticipates substantial global revenue growth in this sector. This growth is expected to be fueled by emerging business paradigms, including content-as-a-service, artificial intelligence-as-a-service, and Internet of Things-as-a-service.
As enterprises increasingly rely on technology to drive their competitive advantage, technology intensity is on the rise, leading to a greater share of IT services within overall technology spending. We are confident that your company''s best years lie ahead, as we seek to create a positive impact for our clients, employees, and the broader community of stakeholders we serve.
Opportunities and threats Opportunities
The Macroeconomic uncertainty has been impacting decision making and prompting cost reduction initiatives. We have been leveraging full services capability and deep client relationships to offer IT Solutions that not only deliver greater efficiency, but also enhance enterprise agility and resilience. This has resulted in a strong deal flow which gives visibility of medium term growth.
Given the proliferation of Internet of Things (IoT) devices, alongside the increased mobility of computing power and AI-driven tools, the conditions are favorable for substantial growth in edge computing. Consequently, IDC anticipates that within the next three years, approximately 45% of data generated by IoT will be stored, processed, analyzed, and acted upon either in close proximity to or directly at the network edge. This trend will primarily be propelled by IoT applications spanning various sectors such as manufacturing, retail, healthcare, energy, financial services, logistics, and agriculture.
As businesses across the board transition towards becoming software-defined and adopt technology-centric business models across various industries, technology investments are more aligned than ever with achieving tangible business outcomes and will persist through economic fluctuations. The government and BFSI sectors are expected to lead the way as substantial buyers, and these sectors are the focal points for your Company''s initiatives.
Our clients, as well as potential clients, find themselves presented with transformative business prospects resulting from advancements in software and computing technology. These organizations confront the challenge of rapidly reinventing their core offerings, processes, and systems while positioning themselves as ''digitally enabled.'' Embarking on the journey towards a digital future necessitates not only an understanding of new technologies and novel work methodologies but also a profound comprehension of existing technology landscapes, business processes, and conventions. Our strategy revolves around serving as a guide for our clients as they brainstorm, strategize, and execute their path towards a digital future.
Throughout this year, we have remained committed to harnessing the capabilities of artificial intelligence (AI) and automation, IoT platforms, and robotics. These technologies are poised to redefine the IT landscape and enterprise business models in the times ahead. This transformation will generate significant value for our customers and boost revenue. Additionally, the increased demand for remote work necessitates enterprises to expand their investments in IT infrastructure, collaboration solutions, and workplace services.
The most valuable lesson we''ve learned is the importance of proactivity, agility, and flexibility. We''ve maintained close ties with our customers, aiding them in crafting and implementing strategies that enhance their organizational resilience and adaptability, enabling them to pivot towards new business models or introduce new offerings and prosper. Your Company is well-positioned to become the preferred partner for enterprises embarking on their growth and transformation journeys by staying true to its mission and values and continuously investing in developing new capabilities.
In the realm of the IT sector, the organization''s success in recruiting, training, and retaining highly skilled IT professionals significantly impacts its ability to execute projects, cultivate and sustain client relationships, and attain projected operational and financial outcomes. The domestic market is witnessing an escalating influx of competition from both prominent international IT firms and Indian counterparts.
Competition serves as the primary challenge for most technology enterprises, given the incessant product cycles, the swift shift towards commoditization within the industry, and the ever-evolving technology, market dynamics, as well as governmental policies and regulations. These factors collectively pose challenges and risks to the seamless operation of the company. We observe fierce rivalry in conventional services, a swiftly evolving market landscape, and the emergence of fresh contenders in specialized technology niches.
Our typical competitors in response to requests for proposals are other major global technology service providers. We confront intense competition in established service domains and witness a swiftly evolving marketplace featuring novel players specializing in agile, adaptable, and innovative approaches. The technology products and services sector is fiercely competitive and susceptible to economic conditions and rapid technological advancements.
Throughout the year, numerous macroeconomic and geopolitical factors had a significant impact. The Russia-Ukraine conflict, shortages, escalating inflation, supply chain disruptions, and energy crises all contributed to heightened uncertainty in the economic landscape. This macroeconomic volatility can influence the demand for our company''s services. As a result, we closely monitor this unpredictable and ever-changing business environment and have undertaken initiatives to mitigate risks and capitalize on potential opportunities.
Operating within this uncertain and constantly evolving environment introduces significant complexities to our operations. However, our risk management strategies play a crucial role in ensuring that our objectives are met. We assess and manage risks at various levels, employing both a top-down and bottom-up approach encompassing the enterprise, business units, functions, customer relationships, and projects. Our company has developed expertise in a wide range of technologies, platforms, and operational environments, offering clients a diverse array of options to meet their business needs. Our strategic approach is not dependent on any single technology or platform.
It''s important to note that the company''s objectives and expectations may be forward-looking within the context of applicable laws and regulations. We face a variety of risks, including credit risk, economic risk, interest rate risk, liquidity risk, and cash management risk, among others. To address these risks, we have established an Enterprise Risk Management Framework that encompasses risk identification, risk assessment, and risk mitigation planning.
In addition, the company operates in a constantly evolving and dynamic technology landscape. Therefore, it is imperative for us to continually review and upgrade our technology, resources, and processes to prevent technology obsolescence. Rapidly advancing technologies are reshaping consumption patterns and giving rise to new classes of buyers and business models, leading to increased demands on our agility to meet changing customer expectations. The spending on technology products and services by our clients and potential clients is subject to fluctuations influenced by various factors, including economic and regulatory conditions in their respective markets.
Our primary focus is on implementing a robust training strategy to address the developmental needs of employees across all leadership levels. This encompasses professional, functional, technical, and leadership development learning solutions. Talent availability and the preparedness of our leadership to lead and execute the organizational strategy are critical areas of emphasis. The presence and demonstration of the required competencies and skills at all levels remain pivotal in defining the organization''s path to success. We recognize that it is the capable and skilled individuals who breathe life into the business strategy, a reality that our company holds in high regard.
Internal Financial control systems and their adequacy
Our internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. Dynacons has aligned its current systems of internal financial control with the requirement of Companies Act, 2013.
The Company''s well-defined organizational structure, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. There is an effective internal control and risk mitigation system, which is constantly assessed and strengthened with new/revised standards operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations.
Dynacons Systems & Solutions Limited has an audit committee, the details of which have been provided in the corporate governance report. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same. Dynacons also undergoes periodic audit by the Audit Committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets Dynacons statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the board of directors informed of its major observations periodically.
The internal financial control is supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Regulation 18 of SEBI Regulations 2015), the Company''s audit committee has concluded that, as of March 31, 2023, the Company''s internal financial controls were adequate and operating effectively.
The Company hereby provides the details of ratios as required under Schedule V (b) of the SEBI (LODR) Amendment Regulations, 2018
Details of significant changes in key financial ratios
|
Sr. No. |
Particulars |
2022-2023 |
2021-2022 |
Change of % |
Remarks |
|
1 |
Debtors Turnover (in months) |
4.49 Months |
3.22 months |
39% |
Revenue from operation have increased & this increase has led to consequent increase in the trade receivable . further increased technical complexity of project has lead to increase in the trade receivable |
|
2 |
Inventory Turnover (Cogs/ Avg Inv) in times |
12.51 |
10.38 |
21% |
- |
|
3 |
Interest Coverage Ratio |
5.23:1 |
3.62:1 |
44% |
Movement in ratio is due to improvement in net profit |
|
4 |
Current Ratio |
1.42:1 |
1.35:1 |
5% |
- |
|
5 |
Debt Equity Ratio |
0.63:1 |
0.91:1 |
-31% |
Movement in ratio is due to improvement in Shareholder''s Equity and repayment of term loans during the current year. |
|
6 |
Operating Ratio Margin |
0.07:1 |
0.05:1 |
40% |
Ratio has increased on account of higher margin |
|
7 |
Net Profit Margin (%) |
4.15% |
2.52% |
65% |
Ratio has increased on account of higher margin & consequently increase in PAT & Revenue during the year |
|
Details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof |
|||||
|
Financial Year 2022-2023 2021-2022 |
|||||
|
Return on Networth (%) 31.92% 24.26% |
|||||
The Return on net worth increased during the year 2022-23 as compared to previous year 2021-22 due to the higher net profit of '' 3,338 Lakhs earned in 2022-23 as against net profit of '' 1,646 Lakhs earned in year 2021-22.
For FY2023, based on the Company''s performance, the Directors had declared interim dividend of 5% of the Face Value of the share i.e. '' 0.50 per equity share amounting to '' 56,39,040 (gross) subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2022-2023 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date i.e. August 23, 2022.
For FY2024, based on the Company''s performance, the Directors had declared interim dividend of 5% of the Face Value of the share i.e. '' 0.50 per equity share amounting to '' 63,46,540 (gross) subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2023-2024 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date i.e. August 23, 2023.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) is disclosed in the Corporate Governance Report and is uploaded on the Company''s website at http://dvnacons.com/wp-content/uploads/2020/08/ Dividend-Distribution-Policy-DSSL-Final.pdf
The Company has not transferred any amount to reserves.
5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The requirement of transfer of unclaimed dividend to Investor Education and Protection Fund as per the provisions of Sec.125 (2) of the Companies Act, 2013, does not apply to the Company, for the year ended on March 31, 2023.
6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
During the year under review, there have been 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 Statements relate and the date of the report.
The Directors had declared interim dividend of 5% of the Face Value of the share i.e. '' 0.50 per equity share amounting to '' 63,46,540(gross), subject to deduction of tax at source as per the applicable rate(s) to the eligible shareholders, to be paid out of profits of the Company for the FY 2023-2024 on the equity shares to those shareholders whose names appeared in the Register of Members of the Company on cut-off date i.e. August 23, 2023.
The Nomination and Remuneration Committee in its meeting held on August 10, 2022, had approved grant of 33,500 stock options under ''Dynacons - Employees Stock Option Plan 2020'' (ESOP â 2020). Further the Company has received In-Principal Approval from BSE Limited on February 10, 2022 and from National Stock Exchange India Limited on April 01, 2022 for listing of 15,00,000 (Fifteen Lakhs) Equity Shares of '' 10 each to be allotted under Dynacons - Employee Stock Option Plan 2020.
7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
⢠There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future.
⢠There was no change in the nature of business of the Company.
⢠During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
8. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:
The Company has a subsidiary Dynacons Systems & Solutions Pte. Ltd. as on March 31, 2023. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiary.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure-IV Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company www.dvnacons.com
9. Directors and Key Managerial Personnel
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.
Mr. Shirish Anjaria, Chairman cum Managing Director, retires by rotation and being eligible, has offered himself for reappointment. The Board recommends the resolutions for your approval for the above appointment.
At the 27th Annual General Meeting held on 30th September, 2022, Mrs. Archana Phadke (Din no.: 07138774), who attained the age of Seventy-five (75) on August 17, 2023, continued as Non-Executive, Independent Director of the Company for the term of 5 years effective from September 30, 2020 till the conclusion of the 30th Annual General Meeting of the Company to be held in the year 2025.
The Shareholders of the Company vide Postal Ballot dated 22nd April, 2022 re-appointed Mr. Shirish Anjaria (DIN: 00444104) Chairman Cum Managing Director, Mr. Parag J Dalal (DIN: 00409894) Whole Time Director and Mr. Dharmesh Anjaria (DIN: 00445009) Whole Time Director for a period of 3(three) years w.e.f. 1st February, 2022.
Mr. Viren Shah, whose second term as Non-executive, Independent Director of the Company expired at the 27th Annual General Meeting of the Company ceased to be a Non-executive, Independent Director and as Chairperson of Nomination & Remuneration Committee and Risk Management Committee w.e.f. September 05, 2022 and as member of Audit Committee, Stakeholders'' Relationship & Grievance Committee, Nomination & Remuneration Committee and Risk Management Committee w.e.f. September 30, 2022.
Mr. Vijay Doshi, was appointed as Non-Executive, Independent Director of the Company and as a Chairperson of Nomination & Remuneration Committee and Risk Management Committee and as member of Audit Committee and Stakeholders'' Relationship & Grievance Committee w.e.f. September 05, 2022.
All the above appointments/re-appointments by the Board of Directors are based on the recommendation of the Nomination and Remuneration Committee. The resolutions for aforementioned appointment/re-appointments together with requisite disclosures are set out in the Notice of the ensuing 28th AGM. The Board recommends all the resolutions for your approval.
Pursuant to the provisions of Section 149 of the Act, the Independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.
Pursuant to the provisions of Section 203 of the Act, there has been no change in the key managerial personnel during the Financial Year 2022-2023. However, Mr. Ravishankar Singh resigned from the post the of Company Secretary and Compliance Officer of the Company w.e.f. closing hours of June 30, 2022 and Ms. Pooja Patwa was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. July 01, 2022.
10. Remuneration to Director and Employees
Details/Disclosures of ratio of remuneration to each Director to median employee''s remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- III
The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, at the 27th AGM held on September 30, 2022 the members approved re-appointment of M/s. MSP & Co., Chartered Accountants Firm (Firm Registration No.107565W) as Statutory Auditors of the Company to hold office from the conclusion of 27th AGM till the conclusion of the 32nd AGM.
Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Listing Regulations.
The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments.
The Board had re-appointed Mr. Satya Pattnaik as the Internal auditor of the Company for a period of two years from Financial Year 2022-23 to 2023-24.
14. Cost Audit and Cost Auditors
The Company has maintained cost records for the Financial Year 2022-23 as prescribed by Central Government under sub- section (1) of section 148 of the Companies Act, 2013.
In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board had appointed Sarvottam Rege & Associates (Firm Registration no. 104190), Cost Accountants, for the conduct of the Cost Audit of the Company.
15. Reporting of Fraud by Auditors
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
Pursuant to Schedule V to the Listing Regulations and as required under Regulation 27 of Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report and the Certificate duly signed by the Chairman cum Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2023 forms a part of Annual Report.
Your Company has always practiced sound corporate governance and takes necessary actions at appropriate time for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance.
17. Code of Conduct for Directors and Senior Management
The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Executive Directors (including Senior Management of the Company) and Non-Executive Directors are uploaded on the website of the Company - www. dynacons.com.
18. Familiarization Program for Independent Directors
The Company has practice of conducting familiarization program of the Independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
19. Relationship Between Directors Inter-Se
The Directors, Mr. Shirish M. Anjaria & Mr. Dharmesh S. Anjaria having father and son relationship are related to each other within the meaning of the term ârelativeâ as per Section 2(77) of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Other than these, none of the Directors are related.
20. Particulars of the Employees
The information as required under Section 197 of the Act and rules made there-under is not applicable as none of the employees are in receipt of remuneration which exceeds the limits specified under the said rules read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
21. Documents placed on the Website of the Company:
The following documents have been placed on the website in compliance with the Act:
⢠Financial statements of the Company and consolidated financial statements along with relevant documents as per third proviso to Section 136(1).
⢠Details of Vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).
⢠The terms and conditions of appointment of independent directors as per Schedule IV to the act.
⢠Latest Announcements
⢠Annual Reports
⢠Shareholding Pattern
⢠Code of Conduct
⢠Corporate Governance
⢠Nomination and Remuneration Policy
⢠Materiality Policy under Regulation 30 of SEBI(LODR) Regulations, 2015
⢠CSR Policy
22. Human Resource Management (Material developments in Human Resources/Industrial Relations front, including number of people employed)
The Company values its human resources and believes that the success of an organisation is directly linked to the competencies, capabilities, contributions, and experience of its employees. The Company''s core philosophy is centered around promoting a safe, healthy, and happy workplace while fostering a conducive work environment among its employees. Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.
A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth. Our empowering culture, philosophy of investing in people, career growth opportunities, and progressive HR policies have resulted in consistently high retention levels and developed a strong employer brand.
Another critical aspect that companies must prioritize is the cultivation of a workforce poised for the future. The impending transitions in energy, supply chain dynamics, and the integration of artificial intelligence demand a multifaceted approach. This entails the imperative to reskill or upskill existing employees, embark on fresh talent acquisitions, and invest significantly in research and development initiatives. Capitalizing on our technological prowess positions us favorably to meet the burgeoning global demand and expand our talent pool.
The landscape of work is rapidly evolving, prompting organizations worldwide to rethink their strategies for talent acquisition and management. In the contemporary context, companies have the capacity to tap into talent resources from virtually anywhere, necessitating leaders to adeptly harness this global talent reservoir. Technological advancements and collaborative tools have paved the way for virtual and hybrid work models, making it essential to adopt an approach that leverages cutting-edge technologies such as AI and cloud computing to foster effective employee engagement and collaboration.
Your organization is making substantial investments in fortifying its AI capabilities, thereby augmenting the array of solutions offered to its clientele. This strategic commitment underscores the recognition of the pivotal role that talent plays in propelling the company forward.
Our overarching goal is to attract, nurture, motivate, and retain a diverse talent pool, as this diversity is a cornerstone of competitive distinction and long-term prosperity. The company''s talent management strategy is meticulously crafted to unlock the full potential of every employee. This strategy is anchored in the principles of purpose-driven work, inclusivity, an intellectually stimulating work environment, and a rewards system that recognizes and motivates employees. The endgame is to deliver an exceptional employee experience while catalyzing business growth.
The number of people employed during the year ended on March 31, 2023 were 1009.
Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, M/s. HSPN & Associates LLP, (Formerly known as HS Associates) Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y. 2022-2023. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2022-2023 in Form MR-3 is annexed to this report as Annexure-I.
24. Explanation or comments on Qualifications, reservations or adverse remarks made by Auditors and the Practicing Company Secretary in their Reports:
The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31, 2023 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.
The paid up Equity Share Capital of the Company as on March 31, 2022 was '' 11,27,80,800 divided into 1,12,78,080 Equity shares of '' 10 each which has increased to '' 12,69,30,800 divided into 1,26,93,080 Equity shares of '' 10 each as on March 31, 2023, since the Company had converted 14,15,000 warrants into Equity shares issued on preferential basis for '' 28 each (including a premium of '' 18 each) on March 31, 2023.
a. Buyback of Securities: The Company has not bought back any of the securities during the year under review.
b. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.
c. Employee Stock Option Plan: The Company has not provided any stock options to the employees for the year under review. However, the Nomination and Remuneration Committee in its meeting held on August 10, 2022, had approved grant of 33,500 stock options under ''Dynacons - Employees Stock Option Plan 2020'' (ESOP â 2020). Further the Company has received In-Principal Approval from BSE Limited on 10th February, 2022 and from National Stock Exchange India Limited on 1st April, 2022 for listing of 15,00,000 (Fifteen Lakhs) Equity Shares of '' 10 each to be allotted under Dynacons - Employee Stock Option Plan 2020.
d. Preferential issue: The Board had converted 9,60,000 warrants into Equity shares on September 01, 2022, for which the Company received listing approval from BSE Limited on October 07, 2022 and National Stock Exchange of India Limited on September 30, 2022 and Trading approval from BSE Limited and National Stock Exchange of India Limited on October 20, 2022. The board had also converted 4,55,000 warrants into Equity shares on September 24, 2022, for which the Company received listing approval from BSE Limited on November 04, 2022 and National Stock Exchange of India Limited on October 27, 2022 and Trading approval from BSE Limited on November 15, 2022 and National Stock Exchange of India Limited on November 14, 2022.
27. Employees Share Option Plan 2020:
The Company, at the 25th Annual General Meeting held on 30th September, 2020, had taken the approval of the shareholders for its Employees Stock Option Plan (Dynacons-ESOP-2020). Further the Board on the recommendation of the Nomination and Remuneration Committee vide its meeting dated 10th March, 2022 made alterations/amendments to the existing scheme of the Company, namely Dynacons- Employee Stock Option Plan 2020â in order to make the scheme consistent with existing regulatory requirements (i.e., Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021).
The Company has not provided any stock options to the employees for the year under review. However, the Nomination and Remuneration Committee in its meeting held on August 10, 2022, had approved grant of 33,500 stock options under ''Dynacons - Employees Stock Option Plan 2020'' (ESOP â 2020).
Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31, 2023 is available at the website of the Company at www.dvnacons. com. The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI Regulations would be placed at the ensuing Annual General Meeting for inspection by members.
Your Directors have pleasure to inform that Acuite had carried out a credit rating assessment of the Company both for short term and long term bank facilities in compliance with norms implemented by Reserve Bank of India for all banking facilities which enables the Company to access banking services at low costs. Acuite has assigned BBB rating to your Company for long term working capital facilities for a total amount of '' 35.00 Crores. Acuite has also assigned Acuite A2 rating for the short term bank facilities of the Company up to '' 30 Crores.
Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.
30. Directors Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with no material departures;
(b) 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/loss of the Company for that period;
(c) They have taken proper and sufficient care, to the best of their knowledge and ability, 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 have prepared the annual accounts on a going concern basis; and
(e) They have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 forming part of Directors'' Report for the year ended March 31, 2023 is as under:
Conservation of Energy: The Company''s operations involve low energy consumption. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity.
Research & Development: Your Company believes that research & development is a continuous process for sustained corporate excellence. Our research & development activities help us in product and service improvement, effective time management and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company.
Foreign Exchange Earnings : '' 1910.49 Lakhs (previous year '' 2750.72 Lakhs)
Foreign Exchange Outgo : '' 1027.54 Lakhs (previous year '' 757.41 Lakhs)
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
33. Number of Meetings of the Board
During the year, Twelve Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report.
34. Declaration by an Independent Director(s)
The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013.
35. Policy on directors'' appointment and remuneration and other details
The Company''s policy on directors'' remuneration and appointment and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
36. Internal Financial Control System
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
37. Composition of Audit Committee
The Audit Committee comprises of three directors namely, Mr. Jitesh Jain, $Mr. Viren Shah, 1Mr. Vijay Doshi and Mrs. Archana Phadke.
Note- $Mr. Viren Shah, whose second term as Non-executive, Independent Director of the Company expired at the 27th Annual General Meeting of the Company ceased to be a Non-executive, Independent Director and as Chairperson of Nomination & Remuneration Committee and Risk Management Committee w.e.f. September 05, 2022 and as member of Audit Committee, Stakeholders'' Relationship & Grievance Committee, Nomination & Remuneration Committee and Risk Management Committee w.e.f. September 30, 2022.
against victimization of employees who avail the mechanism. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://dvnacons.com/wp-content/uploads/2020/08/Vigil-mechanism-policv-DSSL-Final.pdf
Risk Management Policy identifies, communicate and manage material risks across the organization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis annexed to the Annual Report.
40. Corporate Social Responsibility:
The Company has constituted a Corporate Social Responsibility Committee as per Section 135(1) of the Companies Act, 2013. The composition of CSR Committee and terms of reference are provided in Corporate Governance Report. The CSR policy is uploaded on the Company''s website at www.dvnacons.com. The CSR Report for the Financial Year 202223 is annexed to this report as Annexure-V.
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT-7 is available on the website of the company at the web link: https://dvnacons.com/investors/others/annual-return/
42. Particulars of Loans, Guarantees or investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
43. Particulars of contracts or 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. The details of material contracts or arrangements or transactions at arm''s length basis or otherwise have been disclosed in Form AOC-2 as Annexure II.
Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Company''s website at https://dynacons.com/investors/policies/
44. Obligation of Company under the Sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''the said Act''). During the year Company has not received any complaint of harassment.
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors'' Certificate thereon, and the integrated Management Discussion and Analysis are attached, which forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.
No application has been made under Insolvency and Bankruptcy Code, hence requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable to the Company.
The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.
Your Directors thank the Company''s Investors, Clients, Vendors, Bankers, Business and various governmental as well as regulatory agencies for their continued support and confidence in the management.
Your Directors wish to place on record their deep sense of appreciation of the dedicated and sincere services rendered by employees at all levels during the year. Your Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support.
Mr. Vijay Doshi, was appointed as Non-Executive, Independent Director of the Company and as a Chairperson of Nomination & Remuneration Committee and Risk Management Committee and as member of Audit Committee and Stakeholders'' Relationship & Grievance Committee w.e.f. September 05, 2022.
38. Vigil Mechanism (Whistle Blower Policy):
Your Company has established a mechanism called ''Vigil Mechanism'' for directors and employees to report the unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy and provides safeguards
Mar 31, 2018
The Directors are pleased to present the Twenty third Annual Report on the business and operations of the Company for the year ended March 31, 2018.
1. Financial Highlights
(Rs. in Lakhs)
|
Standalone |
Consolidated |
|||
|
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
|
31/03/2018 |
31/03/2017 |
31/03/2018 |
31/03/2017 |
|
|
Gross Income |
21.152 84 |
15.882 55 |
21.460.50 |
15.882 55 |
|
Profit Before Interest and Depreciation |
713.94 |
487 57 |
735 57 |
482 84 |
|
Finance Charges |
354 06 |
261.24 |
354 06 |
261.24 |
|
Gross Profit |
359.88 |
226.32 |
381.51 |
221 60 |
|
Provision for Depreciation |
76.10 |
60 83 |
76.10 |
60 83 |
|
Net Profit Before Tax |
283.78 |
165 49 |
305 41 |
160 77 |
|
Provision for Tax |
94 70 |
40.81 |
95 84 |
40.50 |
|
Net Profit After Tax |
192.26 |
124 68 |
212.77 |
121.28 |
|
Balance of Profit brought forward |
1.027.93 |
904 09 |
1,024.27 |
904.09 |
|
Balance available for appropriation |
1,217.01 |
1.028.77 |
1,233.84 |
1,024 27 |
2. Dividend
With a view to plough back the profits of the Company and keeping in mind The expansion of business activities, the Board of Directors consider it prudent and recommend not declaring any dividend for the year ended March 31,2018.
3. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Provisions of Sec. 125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year
4. Material changes and commitments, If any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
During the year under review, Company had offered, issued 27.95,000 warrants convertible into Equity shares of Rs. 20 each including a premium of Rs 10 each to promoters/promoter group and others on a preferential basis as on 31st March, 2017. of which 5,30,000 warrants were converted into equity on 03.01.2018 and the same are pending for listing on National Stock Exchange of India Limited and BSE Limited.
5. Details of significant and material orders passed by the regulators or courts or tribunals Impacting the going concern status and companyâs operations In future
- There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and companyâs operations in future.
- There was no change in The nature of business of the Company
- During the year under review, there were no esses filed under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013.
6. Details of Holdlng7Subsldiary/Joint Ventures/Associate Companies
The Company has a subsidiary Dynacons Systems & Solutions Pte. Ltd as on March 31, 2018 There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiary.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is attached to the financial statements of the Company as Annexure -V.
Further, pursuant to the provisions of Section 136 of the Act. the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company.
7. Directors and Key Managerial Personnel
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any. incurred by them for the purpose of attending meetings of the Company.
Mr. Dharmesh Anjaria. Whole Time Director, relires by rotation and being eligible, has offered himself for reappointment. The Board recommends the resolutions for your approval for the above appointment.
Pursuant to the provisions of Section 203 of the Act there has been no change in the key managerial personnel during the year.
8. Remuneration to Director and Employees
Detailsâ Disclosures of ratio of remuneration to each Director to median employeeâs remuneration as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and details of remuneration paid to Employees vide Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure- IV.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.
9. Auditors
Pursuant to the provisions of Section 139 of the Act and the rules framed there under. M/s. MSP & Co., Chartered Accountants. (ICAI Firm Registration No 107565W) had been appointed as the statutory auditors of the Company, for a term of five consecutive years, at the AGM held in the year 2017.
Auditors have confirmed thal they are not disqualified to act as Auditors and are eligible lo hold office as Auditors of your Company They have also confirmed thal they hold a valid peer review certificate as prescribed under Listing Regulations.
10. Auditorsâ Report
The Auditorsâ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
11. Corporate Governance
As required under Regulation 27 of Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditorsâ Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report
Your Company has always practiced sound corporate governance and lakes necessary actions at appropriate time for meeting stakeholdersâ expectations while continuing to comply with the mandatory provisions of corporate governance.
12. Code of Conduct for Directors and Senior Management
The Directors and members of Senior Management have affirmed compliance with The Code of Conduct for Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Executive Directors (including Senior Management of the Company) and Non-Executive Directors are uploaded on the website of the Company - www dynacons com
13. Familiarization Program for Independent Directors
The Company has practice of conducting familiarization program of the Independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
14. Relationship Between Directors Inter-Se
The Directors. Mr. Shinsh M. AnjariaS Mr. Dharmesh S. Anjaria having father and son relationship are related lo each other within the meaning of the term ârelativeâ as per Section 2(77) of the Act and per SEBl(Listing Obligations and Disclosure Requirements) Regulations, 2015. Other than these, none of the Directors are related.
15. Particulars of the Employees
The information as required under Section 197 of the Act and rules made There-under is not applicable as none of the employees are in receipt of remuneration which exceeds The limits specified under the said rules.
16. Documents placed on the Website of the Company:
The following documents have been placed on the website in compliance with the Act:
- Financial statements of the Company and consolidated financial statements along with relevant documents as per third proviso to Section 136(1).
- Details of Vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).
- The terms and conditions of appointment of independent directors as per Schedule IV to the act
- Latest Announcements
- Annual Reports
- Shareholding Pattern
- Code of Conduct
- Corporate Governance
- Nomination and Remuneration Policy
17. Human Resource Management (Material developments in Human Resources Industrial Relations front, including number of people employed)
There are many things that go into creating an empowering environment that values and fosters talent and enables individuals to realize their potential. The Companyâs various employee engagement platforms and Initiatives have resulted in a vibrant, productive and enjoyable work environment.
Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes, which has helped The Organization achieve higher productivity levels. A significant effort has also been undertaken 1o develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. The HR processes are continuously evolving and aligning with The changing business requirements. The effort is towards developing competencies in technology, domain and processes to meet customer requirements and help our employees to stay relevant and realise their potential.
A structured approach to career development, leadership development and mentoring helps employees grow Their careers and realize their potential. Investment in human capital by equipping employees with skills - soft skills, design skills, multi-technology skills, and domain skills - has been one of The biggest drivers of value creation. Your Company has made significant progress in reskilling the workforce on newer technologies. The Companyâs people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Your Company maintained the momentum during the year implementing Human Resource practices for effective staffing, retention, training and staff development facilitating delivery excellence for our customers. Human Resource departments also strive to offer benefits that will appeal to workers, thus reducing the nsk of losing corporate knowledge.
18. Secretarial Audit Report
Pursuant to Section 204 of the Companies Ad. 2013, the Company had appointed, Ms Shruti Shah, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2017-18. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2017-18 in Form MR-3 is annexed to this report as Annexure-ll.
19. Explanation or comments on Qualifications, reservations or adverse remarks made by Auditors and the Practicing Company Secretary in their Reports
The Auditorsâ Report to the members on the Accounts of the Company for the financial year ended 31st March, 2018 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report, however contains the following observation from Secretarial Auditor.
The Company had received notice via e-mail dated 12.02.2017 from BSE Limited (âBSEâ) and dated 08.03.2018 from National Stock Exchange of India Limited(âNSEâ), under Regulation 108(2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations. 2009. in the mailer of delay of 11 days and 15 days respectively tor filling of the listing application on conversion of 5,30.000 warrants for which fine of Rs 2.20.000andRs 3,00.000 was charged by BSE and NSE respectively The Company made an adequate reply and paid the fine amount to both the exchanges.
Boardâs Response - The Board informed that delay in filing application with BSE Ltd and National Stock Exchange of India Limited happened due to ill health of Company Secretary. Mr. Ravi Singh Our Company Secretary was down with appendicitis and had undergone surgery tor the same and due to which, application was filed with delay of few days. However. Company ensures to lake precaution in future to avoid such delay
20. Share Capital
The paid up Equity Share Capital of the Company as on 31st March. 2017 was Rs. 6,37,80,800 divided into 63.78.080 Equity shares of Rs. 10 each which has increased to Rs. 6,90,80.800 divided into 69.08.080 Equity shares of Rs 10 each as on 31â March, 2018 since the Company had converted 5,30.000 Warrants convertible into Equity shares of Rs 20 each including a premium of Rs 10 each through preferential issue on 3rd January. 2018.
21. Shares
a. Buyback of Securities: The Company has not bought back any of the securities during the year under review.
b. Sweat Equity: The Company has not issued any sweat equity shares during The year under review.
c. Employee Stock Option Plan: The Company has not provided any stock options to the employees.
d. Warrants convertible into Equity shares: The Company had issued 27,95,000 warrants convertible into equity on 31 03.2017 of which 5.30,000 warrants were converted into Equity shares on 03.01 2018 and application for listing of Equity shares are in process with BSE Ltd. and NSE Limited.
22. Credit Rating
Your Directors have pleasure to inform that Acuite had earned out a credit rating assessment of the Company both for short term and long term bank facilities in compliance with norms implemented by Reserve Bank of India for all banking facilities which enables the Company to access banking services at low costs. Acuite Ratings has assigned Acuite BBB- rating to your Company for working capital facilities for a total amount of Rs. 35 00 Crores Acuite has also assigned Acuite BB8-;Stable/A3 rating for the Long-term/short term bank facilities of the Company up to Rs. 20 Crores.
23. Fixed Deposits
Your Company has not accepted any fixed deposits and. as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.
24. Directors Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act. 2013, The Directors confirm that, to the best of their knowledge and belief:
(a) In the preparation of The annual accounts, the applicable accounting standards had been followed along with no material departures;
(b) 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 and loss of the Company for that period:
(c) They have taken proper and sufficient care, to the best of their knowledge and ability, 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 have prepared the annual accounts on a going concern basis: and
(e) They have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
25. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and Outgo
Information pursuant to Section 134{3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules. 2014 forming part of Directorsâ Report for The year ended 31st March. 2018 is as under:
Conservation of Energy: The Companyâs operations involve low energy consumption. However efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity.
Research & Development: Your Company believes that research & development is a continuous process for sustained corporate excellence. Our research & development activities help us in product and service improvement, effective lime management and are focused to provide unique benefits to our customers Such methods do not involve any specific cost burden to the Company.
Foreign Exchange Earnings : Rs. 661 96 Lakhs (previous year Rs. 1122.85 Lakhs)
Foreign Exchange Outgo : Rs.59 41 Lakhs (previous year Rs. 225.43 Lakhs)
26. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
27. Number of Meetings of the Board
During the year, Eight Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report.
28. Declaration by an Independent Director(s)
The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013
29. Policy on directorsâ appointment and remuneration and other details
The Companyâs policy on directorsâ remuneration and appointment and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.
30. Internal Financial Control System
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
31. Composition of Audit Committee
The Audit Committee comprises of three directors namely. Mr. Jitesh Jain, Mr. Viren Shah and Mr. Dilip Pallcha.
32. Vigil Mechanism (Whistle Blower Policy)
Your Company has established a mechanism called *Vigil Mechanismâ for directors and employees to report The unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy and provides safeguards against victimization of employees who avail The mechanism The Vigil Mechanism Policy has been uploaded on the website of the Company at www.dynacons .com.
33. Risk Management Policy
Risk Management Policy identifies, communicate and manage material risks across the organization The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis annexed to the Annual Report.
34. Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
35. Particulars of Employee
None of The employees have received remuneration exceeding the limit as slated in rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014.
36. Extract of Annual Return
As required pursuant to Section 92(3) of The Companies Act. 2013 and rule 12(1) of The Companies (Management and Administration) Rules. 2014. an extract of annual return in MGT-9 as a part of this Annual Report annexed as Annexure-I
37. Particulars of Loans. Guarantees or investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements
38. Particulars of contracts or arrangements with related parties
During the year under review, The Company has entered into following related parly transactions which are at armâs length basis.
a The transactions with the related parties are as under:
|
Name of Party |
Nature of Transaction |
2018 (Rs./lakhs) |
2017 (Rs./lakhs) |
|
M/s S.P Corporation |
Rent for Premises |
1.80 |
1.80 |
|
M/s S.P Corporation |
Reimbursement of Expenses |
4.23 |
1.87 |
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of The Companies Act, 2013 including certain armâs length transactions under third proviso thereto have been disclosed in Form No. AOC-2 as Annexure-lll.
39. Acknowledgements
Your Directors thank the Companyâs Investors, Clients. Vendors. Bankers, Business and various governmental as well as regulatory agencies for their continued support and confidence in the management.
Your Directors wish lo place on record their deep sense of appreciation of the dedicated and sincere services rendered by employees at all levels during the year. Your Companyâs consistent growth was made possible by their hard work, solidarity, cooperation and support
For and on behalf of the Board of Directors
Shirish Anjaria Parag Dalai
Chairman cum Executive Director
Managing Director Din no.: 00409894
Din no.: 00444104
Date: August 30,2018
Place: Mumbai
Mar 31, 2015
The Directors are pleased to present the Twentieth Annual Report on
the business and operations of the Company for the year ended March 31,
2015.
1. Financial Highlights
(Rs. In lacs)
Sr. Year ended Year ended
No. Particualrs 31/03/2015 31/03/2014
1. Total Income 10535.31 7764.54
2. Total Expenditure (Excl.
Depreciation & Interest) 10117.07 7405.77
3. Interest 193.86 157.57
4. Depreciation 121.21 117.33
5. Profit before Tax 103.17 83.87
6. Provision for Taxation 34.40 25.95
7. Profit after tax 68.76 57.92
2. Management Analysis and Discussions
Company performance:
During the year, your Company earned total revenues of Rs.10535.31 lacs
compared with Rs. 7764.54 lacs during the previous year, reflecting a
growth of 35% over the previous year. The profit before tax stood at
103.17 lacs as compared to Rs. 83.87 lacs in the previous year reflecting
a growth of 24%. The Company has made a provision of tax totaling to Rs.
34.40 lacs and the profit after tax stood atRs.68.76 lacs for the current
year. The Operating Profit (earnings before depreciation and interest
and tax) grew from Rs. 358.77 lacs to Rs.418.24 lacs.
Your Company has continued to delivery strong performance and further
strengthened its position in the market. The performance was achieved
in the background of a fast changing industry landscape and a
challenging economic scenario. Your Company's growth has been a result
of its customer centric approach and a balanced portfolio of integrated
solutions and services. Core focus areas during the year have been
customer acquisition and engagement of strategic customers to ensure
products aligned with customer expectation and market requirements for
sustained growth.
3. Dividend
With a view to plough back the profits of the Company and keeping in
mind the expansion of business activities, the Board of Directors
consider it prudent and recommend not declaring any dividend for the
year ended March 31, 2015.
4. Directors and Key Managerial Personnel
Pursuant to Section 149 of the Companies Act, 2013, the Board
recommended the appointment of Ms. Archana Phadke for a period of 5
Years as an Independent Director of the Company, not liable to retire
by rotation from the date of its 20th Annual General Meeting subject to
approval of the Members of the Company.
Ms. Archana Phadke (holding Din 07138774), was appointed as an
Additional Director designated as an Independent Director w.e.f. March
27, 2015. The Director has given the declaration to the Board that she
met the criteria of independence as provided under Section 149(6) of
the said Act and also confirmed that she will abide by the provisions
as mentioned in Schedule IV of the Companies Act, 2013.
Mr. Parag Dalal, Whole Time Director, retires by rotation and being
eligible, has offered himself for re-appointment. The Board recommends
the same for your approval. The terms of appointment made for Mr. Parag
Dalal as Whole Time Director dated 1st February, 2012, shall stand
altered and be read as "rotational director" instead of "non-
rotational director" due to applicability of Companies Act, 2013 since
Independent Directors are not liable for retire by rotation.
The Board recommends the resolutions for your approval for the above
appointments.
Also during the year, Mr. Ravi Singh, Company Secretary & Compliance
officer was appointed as Key Managerial Personnel w.e.f. August 14,
2014 as per Section 203 of Companies Act, 2013.
5. Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, M/s. Palan & Co., Chartered Accountants, were
appointed as Statutory Auditors of the Company from the conclusion of
the 19th Annual General Meeting (AGM) of the Company held on 30th
September, 2014 till the conclusion of the 22nd AGM to be held in the
year 2017, subject to ratification of their appointment at every AGM.
AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
6. Corporate Governance
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Statutory Auditors' Certificate regarding
compliance of conditions of Corporate Governance forms part of the
Annual Report.
Your Company has always practiced sound corporate governance and takes
necessary actions at appropriate time for meeting stakeholders'
expectations while continuing to comply with the mandatory provisions
of corporate governance.
7. Code of Conduct for Directors and Senior Management
The Directors and members of Senior Management have affirmed compliance
with the Code of Conduct for Directors and Senior Management of the
Company. The copies of Code of Conduct as applicable to the Executive
Directors (including Senior Management of the Company) and
Non-Executive Directors are uploaded on the website of the Company -
www.dynacons.com.
8. Familiarization Program for Independent Directors
The Company has practice of conducting familiarization program of the
independent directors as detailed in the Corporate Governance Report
which forms part of the Annual Report.
9. Relationship Between Directors Inter-Se
The Directors, Mr. Shirish M. Anjaria & Mr. Dharmesh S. Anjaria having
father and son relationship are related to each other within the
meaning of the term "relative" as per Section 2(77) of the Act and
clause 49(VIII)(E)(2) of the revised listing agreements. Other than
these, none of the Directors are related.
10. Particulars of the Employees
The information as required under Section 197 of the Act and rules made
there-under is not applicable as none of the employees are in receipt
of remuneration which exceeds the limits specified under the said
rules.
11. Documents placed on the Website of the Company:
The following documents have been placed on the website in compliance
with the Act:
· Financial statements of the Company along with relevant documents.
· Details of Vigil mechanism for directors and employees to report
genuine concerns as per proviso to Section 177(10).
· The terms and conditions of appointment of Independent Directors as
per Schedule IV to the act.
12. Human Resource Management (Material developments in Human
Resources / Industrial Relations front, including number of people
employed)
The Company continues its focus on retention through employee
engagement initiatives and provides a holistic environment where
employees get opportunities to realize their potential. The human
resource (HR) strategy is focused on creating a performance- driven
environment in the Company, where innovation is encouraged, performance
is recognised and employees are motivated to realise their potential.
HR is the core of the Company, influencing change, building culture and
capabilities. The HR processes are continuously evolving and aligning
with the changing business requirements. The effort is towards
developing competencies in technology, domain and processes to meet
customer requirements and help our employees to stay relevant and
realise their potential.
Your Company maintained the momentum during the year implementing Human
Resource practices for effective staffng, retention, training and staff
development facilitating delivery excellence for our customers. The
company's people centric focus providing an open work environment
fostering continuous improvement and development helped several
employees realize their career aspirations during the year. Your
company has continually adopted structures that help attract best
external talent and promote internal talent to higher roles and
responsibilities.
Many initiatives have been taken to support business through
organizational efficiency, process change support and various employee
engagement programmes, which has helped the Organization achieve higher
productivity levels. A significant effort has also been undertaken to
develop leadership as well as technical/ functional capabilities in
order to meet future talent requirement.
In the current global work environment, our company focuses on lowering
employee turnover and on retaining the talent and knowledge held by the
workforce. New hiring not only entails a high cost but also increases
the risk of a newcomer not being able to replace the person who was
working in that position before. Human Resource departments also strive
to offer benefits that will appeal to workers, thus reducing the risk
of losing corporate knowledge.
13. Credit Rating
Your Directors have pleasure to inform that CARE Ratings has assigned
CARE BB rating to your Company for long term bank facilities for a
total amount of Rs. 13 Crores. CARE has also assigned A4 rating for
the short term bank facilities of the Company up to Rs. 3.50 Crores.
CARE had carried out a credit rating assessment of the Company both for
short term and long term bank facilities in compliance with BASEL II
norms implemented by Reserve Bank of India for all banking facilities.
This enables the Company to access banking services at low costs.
14. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as on the date of the
Balance Sheet.
15. Directors Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, the Directors based on the information
and representations received from the operating management confirm
that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with no material
departures;
(b) The directors 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 and of the profit and
loss of the Company for that period;
(c) The directors had taken proper and sufficient care, to the best of
their knowledge and ability, 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) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, 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) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
16. Conservation of Energy, Technology Absorption, Research &
Development and Foreign Exchange Earnings and Outgo Information
pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule
8(3) the Companies (Accounts) Rules, 2014 forming part of Directors'
Report for the year ended 31st March, 2015 is as under :
Conservation of Energy: The Company's operations involve low energy
consumption. However efforts to conserve and optimize the use of energy
through improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is
continuously being upgraded to improve overall performance and
productivity.
Research & Development: Your Company believes that research &
development is a continuous process for sustained corporate excellence.
Our research & development activities help us in product and service
improvement, effective time management and are focused to provide
unique benefits to our customers. Such methods do not involve any
specific cost burden to the Company.
Foreign Exchange Earnings : Rs. Nil (previous year Nil)
Foreign Exchange Outgo : Rs. 25.55 Lacs (previous year 24.57 lacs)
17. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration Committee.
18. Declaration by an Independent Director(s)
A declaration has been received by an Independent Director(s) that they
meet the criteria of independence as provided in sub- section (6) of
Section 149 of the Companies Act, 2013 and revised Clause 49 of the
Listing Agreements. Further, there has been no change in the
circumstances which may affect their status as independent director
during the year.
19. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
20. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013, the Company had
appointed, Ms. Shruti Shah, Practicing Company Secretary as its
Secretarial Auditor to conduct the Secretarial Audit of the Company for
the F.Y 2014-15. The Company provides all the assistance and facilities
to the secretarial auditor for conducting their audit. Report of
Secretarial Auditors for the F.Y 2014-15 in Form MR-3 is annexed to
this report as Annexure-II.
21. Internal Audit & Controls
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business and size and complexity of
its operations. During the year, the Company continued to implement
their suggestions and recommendations to improve the control
environment. Their scope of work includes review of processes for
safeguarding the assets of the Company, review of operational
efficiency, effectiveness of systems and processes, and assessing the
internal control strengths in all areas. Internal Auditors findings
are discussed with the process owners and suitable corrective actions
taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.
22. Vigil Mechanism (Whistle Blower Policy)
Your Company has established a mechanism called 'Vigil Mechanism' for
directors and employees to report the unethical behavior, actual or
suspected, fraud or violation of the Company's code of conduct or
ethics policy and provides safeguards against victimization of
employees who avail the mechanism. The Vigil Mechanism Policy has been
uploaded on the website of the Company at www.dynacons.com.
23. Risk Management
Risks are events, situations or circumstances which may lead to
negative consequences on the Company's businesses. Risk management is a
structured approach to manage uncertainty. As a formal roll-out, all
business divisions and corporate functions will embrace Risk Management
Policy and Guidelines, and make use of these in their decision making.
Key business risks and their mitigation are considered in the
annual/strategic business plans and in periodic management reviews. The
risk management process in our multi-business, multi-site operations,
over the period of time will become embedded into the Company's
business systems and processes, such that our responses to risks remain
current and dynamic.
The Risk Management is overseen by the Audit Committee of the Company
on a continuous basis. The Committee oversees Company's process and
policies for determining risk tolerance and review management's
measurement and comparison of overall risk tolerance to established
levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous
basis. For details, please refer to the Management Discussion and
Analysis report which form part of the Board Report.
24. Extract of Annual Return
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT-9 as a part of this Annual
Report annexed as Annexure-I.
25. Particulars of Loans, Guarantees or investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
26. Particulars of contracts or arrangements with related parties
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of Section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto have been disclosed in Form
No. AOC-2 as Annexure-III.
27. Obligation of company under the sexual harassment of women at
workplace (prevention, prohibition and redressal) act, 2013
In order to prevent sexual harassment of women at work place, a new Act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified. Under the said Act, every
Company is required to set up an Internal Complaints Committee to look
into complaints relating to sexual harassment at work place of any
women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year, Company has not received any complaint of
harassment.
28. Acknowledgements
Your Directors thank the Company's Investors, Clients, Vendors,
Bankers, Business and various governmental as well as regulatory
agencies for their continued support and confidence in the management.
Your Directors wish to place on record their deep sense of appreciation
of the dedicated and sincere services rendered by employees at all
levels during the year. Your Company's consistent growth was made
possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Shirish Anjaria Parag Dalal
Chairman cum Managing
Director Executive Director
Din no.: 00444104 Din no.: 00409894
Date : August 31, 2015
Place : Mumbai
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Nineteenth Annual Report on
the business and operations of the Company for the year ended March 31,
2014.
1. Financial Highlights
( Rs. In lacs)
Sr Particualrs Year ended Year ended
No. 31/03/2014 31/03/2013
1. Total Income 7764.54 5869.96
2. Total Expenditure 7345.77 5569.20
(Excl. Depreciation
& Interest)
3. Interest 157.57 121.99
4. Depreciation 177.33 104.36
5. Profit before Tax 83.87 74.41
6. Provision for Taxation 25.95 22.74
7. Profit after tax 57.92 51.67
2. Management Analysis and Discussions
Company Performance
During the year, your Company earned total revenues of 7764.54 lacs
compared with 5869.96 lacs during the previous year, reflecting a
growth of 32.28 % over the previous year. The profit before tax stood
at 83.37 lacs as compared to 74.41 lacs in the previous year. The
Company has made a provision of tax totaling to 25.95 lacs and the
profit after tax stood at 57.92 lacs for the current year. The
Operating Profit (earnings before depreciation and interest and tax)
grew from 300.76 lacs to 358.77 lacs - a growth of 19% over the
previous year.
Your Company posted another stellar performance in 2013-14 and
continued to maintain its growth momentum. The Company''s market
strategy is to offer the full range of IT services, have presence in
all industry segments through a diverse range of products and service
offerings, and continue expanding geography presence. Dynacons product
and service portfolio is based on providing end-to-end solutions in the
IT Infrastructure space and maintains a competitive edge through a wide
spectrum of technology skills. Your Company''s services portfolio
continued to grow, with an increase in customer base.
Review of Operations
The year gone by has been characterized by an improvement in global
economic climate and a rise in technology spends which has brought in
optimism to the Indian IT industry. The revitalisation of economy
continued during the calendar year 2013 and the economy ended the year
on a better footing as compared to the start of the year. The growth
momentum is expected to be carried forward during the year 2014 and
will result in increased global IT spends.
Rapid technology transformation is leading to a dynamic client
engagement, which in turn is fueling business transfiguration, speeding
up delivery services, and driving innovation capabilities across
practices and operations. The shift in business models from traditional
labour based onsite-offshore models to cloud based and off premise
solutions is here to stay. This has resulted in rapid evolution,
expansion of verticals and geographic markets and offerings which offer
a wider spectrum of solutions. The key verticals driving growth would
be - BFSI, Education, and the Government sector. Innovation and new
business models with global and seamless delivery models would be key
drivers to sustain growth.
During the year under review, your Company entered into several new
strategic partnerships with Global IT Companies like Oracle, Aruba,
Riverbed etc. Your Company also enhanced its capabilities on Data
Centre built and undertook some major projects in this area. Your
Company has also added to its current service locations, which has
helped to reach its customers in the most intrinsic part of India. The
continued focus on the BFSI and the Government verticals has yielded
spectacular results. Your Company has added several key customers in
these segments towards managing their IT Infrastructure and Networking
for their offices and branches.
Your company has unique end to end servicing and solution capabilities
that differentiate it from the traditional vendors in the market place.
Dynacons has a team of specialists with experience in leveraging
technology to help improve efficiency. The Company provides dynamic
technology solutions and has the capability to address the increased
complexity, cost and risk associated with these technology platforms.
Your Company''s offerings span across areas relevant to each
organization.
The Continued focus on Managed Services business has yielded strong
results and your Company has bagged several major services orders.
Dynacons has bagged the prestigious Managed Services order for
Maharashtra Co-op Bank for managing their Data Centre and Disaster
Recovery Centre for a period of 3 years.
Your Company has also earned many formal recognitions and awards in the
marketplace during the last year. Dynacons has received recognition as
the Emerging IT Infrastructure Services Company by CIO Choice. We also
received a special award for our Data Center capabilities from Channel
World (part of the IDG group).
The Company''s System Integration capability, experience, quality
processes, proven track record of selling and servicing high-end IT
products and multi-platform technical knowhow have helped it benefit
from the enhanced traction in the market place. The Company has
undertaken several solution deployments such as Reserve Bank of India,
State Bank of India, Central Bank, Bank of India, CGGVeritas, Breach
Candy Hospital, etc.
During the year under review, the several initiatives were taken for
increasing the reach and market presence of the Company and leveraging
on our partnerships with global IT majors to increase the spectrum of
offerings for customers. Your company also initiated with IT
certifications like Riverbed, CMMI, ISO 20000, ISO 27000 etc. Your
Company also took up Branding exercise and underwent identity change
and is now with a fresher and a younger look.
The System Integration (SI) segment was the main contributor to the
revenue growth during the year. Your company continued to seek long
term relationship with clients and focused on customer centric approach
that has enhanced their value while addressing their IT requirement.
This has also helped the company in focusing on areas alingned with the
vision of the company of being a leading System Integration and allied
services company. You company has also collaborated with large System
Integrators for working together on large projects. During the last
year the Company has won projects with Tata Consultancy Services and
Atos.
The Company has the domain knowledge and technology expertise to help
corporations to focus on their core business, while Dynacons manages
their technology and helps transform their business processes. The
Company continues to look for new ways to strengthen customer
relationships, expand services portfolio by continuously introducing
new services, expand l infrastructure by opening up new delivery
centers, launching new products and platforms and continuously
improving quality processes to raise the delivery promise to customers.
The Company believes in strong focus on execution of strategy to
deliver long-term growth.
Your Company is striving for overall growth by benefiting our
customers, shareholders, employees and partners. We strive to achieve
this with a pool of committed and talented individuals, embracing
innovation and customer centricity while ensuring business excellence
and quality in all our services. Your Company continued to seek long
term relationship with the clients and focused on customer centric
approach that has enhanced their value while addressing their IT
requirement.
The adoption of Social media, Mobile, Analytics and Cloud (SMAC)
technologies is expected to drive growth in all the segments. Cloud and
client maturity are the major drivers for this, especially in IT.
Dynacons is adapting this technology for upgrading its existing
solutions as part of its offerings. An array of new technologies -
Mobility, Big Data, Social Media, Cloud Computing and Robotics are
rapidly changing the world around us. It is shaping how we interact,
respond and connect with one another as individuals or as companies and
even as governments. The Company is looking forward to new
opportunities in service domain because of changes in the landscape of
leveraging cloud based services, virtualization, and cloud migration.
The on-going investment of your Company, in these recent trends, will
enable it to play an impactful role, in this technology revolution.
Several initiatives have been launched to identify new growth areas and
simultaneously restructure existing growth engines. This has helped
your Company to enrich its Company profile and build value for
customers. The process of improving profitability and productivity has
taken the required shape leading to better Leadership Development,
Corporate Governance, Risk Management and Human Resources.
Convergence of mobility and web and the implementation of cloud
platforms has increased the focus on data security. Information
security and business intelligence are fast emerging as the new growth
areas. Cloud Computing and virtualization are changing the dynamics for
providing solutions and services. The technology provides flexibility,
convenience as well as reliability along with cost optimization. Your
Company is adapting this technology for its own use as well as for its
offerings.
Strengths
Our Enterprise Services offerings include a wide spectrum of Enterprise
IT and Office Automation Services including Infrastructure Managed
Services, Breakfix Services, Managed Print Services, Cloud Computing,
Systems Integration Services, and Applications Development and
Maintenance. The IT Services Market is expected to grow rapidly. We
have a strong focus on tapping the potential of this market and have
been developing relevant service offerings and streamlining our sales
engine for wider account coverage.
The Company undertakes all activities related to IT infrastructure
including infrastructure design and consulting services, turnkey
systems integration of large network and data centre infrastructures
including supply of associated equipment and software; on-site and
remote facilities management of multi- location infrastructure of
domestic clients. We undertake a systematic, aggressive and customer
oriented approach to cater to this business segment.
Our key differentiators include an end-to-end services and solutions
driven model with a strong focus on quality in every aspect of service
and product delivery. This integrated approach helps the Company take
advantage of growth opportunities available by becoming a vendor of
choice for customers.
The Company''s strategy for long-term growth is based on continuing to
scale, strengthen core business and grow in new areas of business. We
believe that a strong brand is built through a strong USP which sets us
apart from the peers in the industry. Our robust quality process and
our access to skilled talent base at lower costs of providing services
in a unique position to take advantage of the trend towards outsourcing
IT services.
Quality
Dynacons has an enduring focus on operational and delivery excellence
and towards sustainable growth on the path of business excellence. Your
Company continues to strive towards process improvement for ensuring
high quality delivery and high levels of customer satisfaction. A
strong emphasis is based on quality in every aspect of the company''s
activities. In line with this philosophy we have designed our quality
management program and have defined several key parameters for
measurement of quality levels to ensure improvement in the quality of
the deliverables.
Customer satisfaction and excellence in quality are key elements for
succeeding in the competitive global market. During the year a number
of initiatives were launched for better market penetration, customer
centricity to implement result oriented quality management models.
Review of key business processes like business planning, reporting and
communication has been done to make them more effective in meeting
business objectives. Moving forward, your company shall continue to
further strengthen its processes by adopting best-in-class standards.
In order to be able to respond quickly to the customers, your Company
continues with various internal initiatives to compete effectively,
improve organizational flexibility and efficiency, streamline internal
processes and institutionalize a culture of continuous improvement.
The system comprises well defined organization structure,
pre-identified authority levels and documented policy guidelines and
manuals for delegation of authority.
Outlook
Organisations are transforming the way they operate in response to the
economic conditions and fast-changing consumer preferences. As a
result, their expectations from their technology spend have increased
and their service providers are changing to reflect the business
priorities. The Company believes that the current trends in IT spend
presents unprecedented opportunity for growth. Liberalization and
opening up of more infrastructure sectors like roads, airports and sea
ports, national e-Governance initiatives and implementation of Mission
mode projects, is going to drive an increase in IT spend.
We had identified a few areas of opportunities which continues to be
the focus of our growth strategies. In India, higher growth is expected
to come from 2nd and 3rd tier cities. Dynacons'' nationwide presence and
partner network can be leveraged to capitalize on this growth. The
changes in the economy as well as IT technology changes are presenting
several opportunities to your Company. The initiatives are yielding
results and we are seeing increasing opportunities in new segments, new
industries and new markets.
The Company has strong fundamentals, follows robust customer and
innovation-focused strategy, emphasis on operational excellence and
constantly empowers and motivates its people to pursue higher goals.
Your Company is prepared to face the current challenges and is also
well placed to benefit from medium and long-term growth of Indian
economy.
Risks and Concerns
The Company''s objectives and expectations may be forward looking within
the meaning of applicable laws and regulations. The competition from
large international and Indian IT companies is increasing in the
domestic market space. Actual results may differ materially from those
expressed. Important factors that could influence the Company''s
operations include change in government regulations, tax laws,
increased competition, economic and political developments.
The growth in the economy and IT industry is expected to lead to higher
job opportunities and increased demand. This is leading to higher
attrition across the IT industry. The speed of technology obsolescence
has increased as a natural reaction to fast changing technologies. The
productive life of IT resources and competencies is shrinking, thereby
increasing the level of investment needed to meet the market
requirements.
3. Dividend
With a view to plough back the profits of the Company and keeping in
mind the expansion of business activities, the Board of Directors
consider it prudent and recommend not declaring any dividend for the
year ended March 31, 2014.
4. Directors
Pursuant to Section 149 of the Companies Act, 2013, the Board
recommended the appointment of Mr. Dilip Palicha & Mr. Viren Shah for a
period of 3 Years and Mr. Vishal Chapper for a period of 5 Years as an
Independent Directors of the Company, not liable to retire by rotation
from the date of its 19th Annual General Meeting subject to approval of
the Members of the Company. Mr. Dilip Palicha (holding Din 02879480),
was appointed as an Additional Director designated as an Independent
Director w.e.f. March 21, 2014 These Directors have given the
declarations to the Board that they meet the criteria of independence
as provided under Section 149(6) of the said Act and also confirmed
that they will abide by the provisions as mentioned in Schedule IV of
the Companies Act, 2013.
Mr. Shirish Anjaria, Chairman cum Managing Director, retires by
rotation and being eligible, has offered himself for re-appointment.
The Board recommends the same for your approval. The terms of
appointment made for Mr. Shirish Anjaria as Chairman cum Managing
Director dated 30th April, 2012, shall stand altered and be read as
"rotational director" instead of "non- rotational director" due to
applicability of Companies Act, 2013 since Independent Directors are
not liable for retire by rotation.
The Board recommends the resolutions for your approval for the above
appointments.
5. Auditors
M/s. Palan & Co., Chartered Accountants be and are hereby appointed as
the Statutory Auditors of the Company in place of retiring Auditors
M/s. P.C.Ghadiali & Co., Chartered Accountants to hold the office of
the Auditors till the conclusion of Next Annual General Meeting on such
remuneration as may be determined by the Board of Directors of the
Company.
M/s. P.C.Ghadiali & Co., Chartered Accountants have expressed their
unwillingness to offer themselves for re-appointment in the Company as
Statutory Auditors of the Company.
In accordance with the provisions of Section 139 of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014, Palan & Co.
can be appointed as Auditors for further period of three years after
commencement of the Companies Act, 2013 i.e. upto March 31, 2017. The
Auditors have informed the Company that their appointment if made would
be within the limits prescribed u/s 141 of the Companies Act, 2013 and
the Auditors have confirmed that they have subjected themselves to the
peer review process of Institute of Chartered Accountants of India
(ICAI) and hold valid certificate issued by the Peer Review Board of
the ICAI.
6. Corporate Governance
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Statutory Auditors'' Certificate regarding
compliance of conditions of Corporate Governance forms part of the
Annual Report.
Your Company has always practiced sound corporate governance and takes
necessary actions at appropriate times for meeting stakeholders''
expectations while continuing to comply with the mandatory provisions
of corporate governance.
7. Particulars of the Employees
The information as required under the provisions of Section 217 (2A) of
the Companies Act, 2013, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable as none of the
employees are in receipt of remuneration which exceeds the limits
specified under the said rules.
8. Human Resource Management
Employees are our vital and most valuable assets to an organization.
Your company has created a friendly and motivational work environment
for employees, which encourages innovation. The Company offers a growth
environment along with monetary benefits in line with industry
standards. The Company has a number of employee initiatives to attract,
retain and develop talent in the organization. Your Company has HR
policy that elaborates on each aspect of human resource management
including recruitment, employee development & training, staff welfare,
administration services & recreation events.
Your Company continues to innovatively manage Human Resources ramp-up
in a timely manner to meet the business growth in a continuously
challenging environment. The people centric culture in Dynacons with
appropriate measures and initiative to recruit, integrate and retain
talent was the focus during the current year. Dynacons continues to
focus and invest in workforce development to provide an open work
culture and rewarding career opportunities to all its employees. The
Company has continually adopted structures that help attract best
external talent and promote internal key talent to higher roles and
responsibilities.
Employee Retention is a key focus area. The Company has initiated
various measures to enhance the retention of employees during the year
which includes, employee engagement surveys, transparent Performance
Management System, and connect to maintain employee-friendly culture in
the organization.
Your Company encourages regular training and development program.
Continuous training is imparted in advanced technologies, managerial
and soft skills for the employees to enhance their skill-sets in
alignment with their respective roles. The major thrust continues in
the effort to bring about measurable change in training coverage and
effectiveness, increasing the Leadership and Development opportunities
for every staff member.
Your Company has always believed on employee enhancement and followed
talent appreciation processes. They organized several employee bonding
events all round the year. Festivals like Diwali, Navratri were
celebrated with pomp and zeal. It celebrated the Woman''s day
commemorating the multiple role that a woman plays along with its
professional role. In all, your company by all means accepts,
understands and implements employee first policy. The Directors
appreciate the contributions, efforts and initiatives taken by the
employees at all levels for the Company''s improved performance.
9. CREDIT RATING
Your Directors have pleasure to inform that CARE Ratings has assigned
CARE BB rating to your Company for long term bank facilities for a
total amount of Rs. 13 Crores. CARE has also assigned A4 rating for
the short term bank facilities of the Company up to Rs. 3.50 Crores.
CARE had carried out a credit rating assessment of the Company both for
short term and long term bank facilities in compliance with BASEL II
norms implemented by Reserve Bank of India for all banking facilities.
This enables the Company to access banking services at low costs.
10. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as on the date of the
Balance Sheet.
11. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors based on the information and representations
received from the operating management confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with no material departures.
ii) The Directors 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 and of the profit of
the Company for that period.
iii) The Directors had taken proper and sufficient care, to the best of
their knowledge and ability, for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.,
iv) The Directors had prepared the annual accounts on a going concern
basis.
12. Conservation of Energy, Technology Absorption, Research &
Development and Foreign Exchange Earnings and Outgo
Conservation of Energy: the Company''s operations involve low energy
consumption. However efforts to conserve and optimize the use of energy
through improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is
continuously being upgraded to improve overall performance and
productivity.
Research & Development: Your Company believes that research &
development is a continuous process for sustained corporate excellence.
Our research & development activities help us in product and service
improvement, effective time management and are focused to provide
unique benefits to our customers. Such methods do not involve any
specific cost burden to the Company.
Foreign Exchange Earnings : Nil (previous year Nil)
Foreign Exchange Outgo : 24.57 Lacs (previous year 22.30 lacs)
13. Acknowledgements
Your Directors thank the Company''s Investors, Clients, Vendors,
Bankers, Business and various governmental as well as regulatory
agencies for their continued support and confidence in the management.
Your Directors wish to place on record their deep sense of appreciation
of the dedicated and sincere services rendered by employees at all
levels during the year. Your Company''s consistent growth was made
possible by their hard work, solidarity, cooperation and support..
For and on behalf of the Board of Directors
Date : May 30, 2014 Shirish Anjaria Parag Dalal
Place Mumbai Chairman cum Executive Director
Managing Director
Mar 31, 2013
The Directors are pleased to present the Eighteenth Annual Report on
the business and operations of the Company for the year ended March 31,
2013.
1. Financial Highlights
( In lacs)
Sr Particualrs Year ended Year ended
No. 31/03/2013 31/03/2012
1. Total Income 5869.96 5219.74
2. Total Expenditure 5569.20 4854.99
3. Interest 121.99 121.54
4. Depreciation 104.36 98.53
5. Profit before Tax 74.41 144.68
6. Provision for Taxation
- Current Tax 15.31 37.35
- Deferred Tax 7.42 4.21
7. Profit after tax 51.67 103.12
2. Management Analysis and Discussions Company Performance
During the year, your Company earned total revenues of 5869.96 lacs
compared with 5219.74 lacs during the previous year, reflecting a
growth of 12 % over the previous year. The profit before tax stood at
74.41 lacs as compared to 144.68 lacs in the previous year. The Company
has made a provision of tax totaling to 22.73 lacs and the profit after
tax stood at 51.67 lacs for the current year.
Your Company continued to focus in the areas of turnkey system
integration projects and services business. Your Company''s growth has
been a result of its customer centric approach and a balanced portfolio
of integrated solutions and services. Core focus areas during the year
have been customer orientation, engagement of strategic customers and
research & development to ensure products aligned with customer
expectation and market requirements for sustained growth.
Review of Operations
The technology and related services sector recorded a steady growth in
spite of a volatile economic environment. As per the latest report by
NASSCOM, IT- BPM (earlier called BPO) services and software products
continued to lead, accounting for over uSd 1 trillion which is 58% of
the total IT spend and the IT hardware accounted for the balance 42% of
the worldwide technology spends in 2012.
Five major technology changes are expected to open new opportunities
for service providers - smart computing (expected to drive
industry-specific solutions), Software-as-a-Service (SaaS to play a
dominant role), social technologies (empower all elements of an
industry''s value chain including suppliers, employees, customers and
business partners), mobility (access to anytime, anywhere information)
and analytics (real-time intelligence). These trends are expected to
drive growth in overall technology spend by 6% in 2013 with Hardware
emerging as the highest growth segment at 7.5% driven by an expected
surge in demand for infrastructure upgrade & improvements, followed by
packaged software at 6.5% and IT services at 4.2% as firms work at ways
to reduce costs and increase profitability. Dynacons is gearing itself
to drive benefits of emerging trends and opportunities.
Technology continues to be a key driver of Business Growth for most
customers, with IT spends continuing to see an annual rise in the
foreseeable future for value adding solutions and services. Businesses
today face a considerable challenge to effectively optimize their IT
infrastructure and related operations and deliver ever-improving
service levels to meet and exceed the expectations of their business-
users without compromising on quality and security. We believe there
are adequate opportunities for your Company to capitalize on ensuring
continued growth going forward.
Dynacons has a team of specialists with experience in leveraging
technology to help improve efficiency and security. The Company
provides dynamic technology solutions and has the capability to address
the increased complexity, cost and risk associated with these
technology platforms. Your Company''s offerings span across areas
relevant to each organization. The Company''s System Integration
capability, experience, quality processes, proven track record of
selling and servicing high-end IT products and multi-platform technical
knowhow have helped it benefit from the enhanced traction in the market
place.
Your Company has therefore unique end to end servicing and solution
capabilities that differentiate it from the traditional vendors in the
market place. The focus is to enable greater customer centricity by
bringing the benefits of emerging technologies such as cloud, mobility,
big data, and enterprise analytics to help customers improve their
businesses.
During the year under review, your Company entered into several new
strategic partnerships with principal Companies, Apple being the most
prominent one. Your Company also added Project Management and Execution
as a service to its existing lines of business. In project management
we outsource System Integration projects and Infrastructure management
services projects from IT giants and execute on turnkey basis. Your
Company has also added on its service locations, which has helped to
reach its customers in the most intrinsic part of India where generally
other vendors do not have a reach. The continued focus on the BFSI,
Education and the Government verticals has yielded spectacular results.
Your Company has added several key customers in these segments towards
managing their IT Infrastructure and Networking for their offices and
branches.
Dynacons offers remote management of IT infrastructure operations and
deliver project-specific consulting, design and implementation
services. Dynacons acts as the single point of accountability for
service delivery and support for your end users. Our track record of
delivering high quality solutions across the entire Information
Technology life cycle and our strong domain expertise helps us to
solidify these relationships and gain increased business from our
existing clients.
Your Company has a strong track record of IT services with the BFSI
vertical, continuing the legacy we bagged major services order in the
nationalized banks. Your Company has also earned many formal
recognitions and awards in the marketplace during the last year. In the
previous year your company was also awarded as Emerging - IT
Infrastructure Services Company by CIO Choice. The CIO Choice Award is
one of the most acclaimed accolades in the industry as it is regarded
as the voice of the customer; it''s the CIOs verdict for recognizing and
celebrating preferred products, services and solutions. Your Company had
embarked on a series of End User customer Event in partnership with
principal companies like IBM, Dell etc.
Taking a comprehensive view of business processes, applications,
infrastructure, IT processes and tools, we helped our customers
transform their IT Infrastructure to optimize their investments and
achieve maximum return on investments. The role of technology has
evolved from supporting corporations to transforming them.
Dynacons'' multi technology, multi product offering to customers ensures
that they have the convenience and benefit of sourcing their IT
products and solutions from a single source. We deliver value to our
customers through a comprehensive portfolio of services and solutions
that meets the entire lifecycle needs of a business.
Dynacons'' market strategy is to offer the full range of IT services,
have presence in all industry segments through a diverse range of
products and service offerings, and continue expanding geography
presence outside India. Our product and service portfolio is based on
providing end-to-end solutions in the IT Infrastructure space.
Several initiatives have been launched to identify new growth areas and
simultaneously restructure existing growth engines. This has helped
your Company to enrich its Company profile and build value for
customers. The process of improving profitability and productivity has
taken the required shape leading to better Leadership Development,
Corporate Governance, Risk Management and Human Resources.
Convergence of mobility and web and the implementation of cloud
platforms has increased the focus on data security. Information
security and business intelligence are fast emerging as the new growth
areas. Cloud Computing and virtualization are changing the dynamics for
providing solutions and services. The technology provides flexibility,
convenience as well as reliability along with cost optimization. Your
Company is adapting this technology for its own use as well as for its
offerings.
Strengths
The Company provides the entire spectrum of Information Technology
services including Business Planning, Business Availability and
Business Continuity Services. The Company undertakes all activities
related to IT infrastructure including infrastructure design and
consulting services, turnkey systems integration of large network and
data centre infrastructures including supply of associated equipment
and software; on-site and remote facilities management of multi-
location infrastructure of domestic clients.
The Company provides high quality, 24 hour, seven days a week support
services by leveraging its expertise in managing IT Infrastructures for
its customers. We undertake a systematic, aggressive and customer
oriented approach to cater to this business segment.
Our key differentiators include an end-to-end services and solutions
driven model with a strong focus on quality in every aspect of service
and product delivery. This integrated approach helps the Company take
advantage of growth opportunities available by becoming a vendor of
choice for customers.
We believe our strong brand, robust quality process and our access to
skilled talent base at lower costs of providing services places to us
in a unique position to take advantage of the trend towards outsourcing
IT services.
Quality
Your Company continues to strive towards maintaining sustainable growth
through the philosophy of business excellence Recognizing that
workforce competency is a powerful growth engine, competency mapping
and development was completed for the workforce with appropriate
interventions through a learning and development plan.
Your Company continues to strive towards process improvement for
ensuring high quality delivery and high levels of customer
satisfaction. A strong emphasis is based on quality in every aspect of
the Company''s activities. In line with this philosophy we have designed
our quality management program and have defined several key parameters
for measurement of quality levels to ensure improvement in the quality
of the deliverables.
Dynacons continues to strive on operational and delivery excellence and
towards sustainable growth on the path of business excellence.
Customer satisfaction and excellence in quality are key elements for
succeeding in the competitive global market.
Review of key business processes like business planning, reporting and
communication has been done to make them more effective in meeting
business objectives. Internally, your Company has introduced Ramco''s
ERP which enables the business to yield higher employee productivity,
save time and our employees can focus their energy and time in
providing enhanced services and capturing new clients. Moving forward
your company shall continue to further strengthen its processes by
adopting best in class standards.
The Company has an adequate system of internal controls, which
comprises of a well-defined organization structure, pre-identified
authority levels and documented policy guidelines and manuals for
delegation of authority.
Outlook
The Company believes that the current trends in IT spend both
domestically and in the international market presents unprecedented
opportunity for growth. Liberalization and opening up of more
infrastructure sectors like roads, airports and sea ports, national e-
Governance initiatives and implementation of Mission mode projects,
recent policy initiatives to make Indian companies more competitive
including new policy on Special Economic Zone, the focus of Indian
corporate to benchmark themselves with leading global players in terms
of quality of processes and competitiveness, is going to drive an
increase in IT spend.
We had identified a few areas of opportunities which continues to be
the focus of our growth strategies In India, higher growth is expected
to come from 2nd and 3rd tier cities and SMB sector. Dynacons'' India
wide presence and partner network can be leveraged to capitalize on
this growth. The changes in the economy as well as IT technology
changes are presenting several opportunities to your Company.
Cloud computing and virtualization technology provides flexibility,
convenience as well as reliability along with cost optimization.
Dynacons'' is adapting this technology for its own use as well as a part
of its offerings.
The key growth drivers are organic growth: achieving scale through
replication and cross selling, asset growth, customer life-cycle
management, top 100 key accounts focus, focus on replicating successes
with new customers, new offering and initiatives; along with
transformational initiatives based on providing value-adding,
profitable, scalable and sustainable products, solutions, services to
our customers
We believe that with our diverse portfolio of solutions and services,
domain expertise and increasing value-add to customers, we are best
suited to be a strategic partner to our customers. We have built a
strong foundation and given the increasing reliance on IT, the outlook
for the future is robust.
Risks and Concerns
The Company''s objectives and expectations may be forward looking within
the meaning of applicable laws and regulations. The competition from
large international and Indian IT companies is increasing in the
domestic market space. Actual results may differ materially from those
expressed. Important factors that could influence the Company''s
operations include change in government regulations, tax laws,
increased competition, economic and political developments.
The growth in the economy and IT industry is expected to lead to higher
job opportunities and increased demand. This is leading to higher
attrition across the IT industry. The speed of technology obsolescence
has increased as a natural reaction to fast changing technologies. The
productive life of IT resources and competencies is shrinking, thereby
increasing the level of investment needed to meet the market
requirements. .
3. Dividend
With a view to plough back the profits of the Company and keeping in
mind the expansion of business activities, the Board of Directors
consider it prudent and recommend not declaring any dividend for the
year ended March 31, 2013.
4. Directors
The Board at its meeting held on January 24, 2013 re-appointed, subject
to the approval of the members at the ensuing Annual General Meeting,
Mr. Shirish M. Anjaria as Chairman and Managing Director and Mr. Parag
J. Dalal and Mr. Dharmesh S. Anjaria as Whole-time Directors designated
as Executive Directors of the Company, for a further period of 3 years
from February 1, 2013. The resolutions on re- appointment and
remuneration have been put up for consideration and approval of the
Members.
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Mukesh Shah, Director of
the Company, retires by rotation in the ensuing Annual General Meeting
and being eligible, offers himself for re-appointment. None of the
Directors of the Company is disqualified from being appointed as
Director as specified in Section 274 of the Companies Act, 1956.
5. Auditors
M/s P.C. Ghadiali & Co., the Statutory Auditors of the Company, hold
office until the ensuing Annual General Meeting. The said auditors have
furnished the Certificate of their eligibility for re-appointment under
the Companies Act, 1956.
6. Corporate Governance
The report on Corporate Governance, stipulated by Clause 49 of the
Listing Agreement, is annexed hereto and forms part of this Annual
Report. A Certificate from the Auditors of the Company regarding
compliance with Corporate Governance norms stipulated in Clause 49 of
the Listing Agreement is annexed to the report on Corporate Governance.
7. Particulars of the Employees
The information as required under the provisions of Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable as none of the
employees are in receipt of remuneration which exceeds the limits
specified under the said rules.
8. Human Resource Management
Your Company has a talented pool of committed people serving the
organization with considerable innovation capabilities. Your company
also has several people and business excellence related initiatives in
progress, which aim at people excellence and continuous improvement.
Your Company encourages and rewards people for Company''s growth and
innovation through several mechanisms.
The Company has a number of initiatives to attract, retain and develop
talent in the organization. Your Company has HR policy that elaborates
on each aspect of human resource management including recruitment,
employee development & training, staff welfare, administration services
& recreation events.
Your Company encourages regular training and development program.
Continuous training is imparted in advanced technologies, managerial
and soft skills for the employees to enhance their skill-sets in
alignment with their respective roles. The major thrust continues in
the effort to bring about measurable change in training coverage and
effectiveness, increasing the Leadership and Development opportunities
for every staff member.
Your company holds complete faith in the saying that employees are
companies'' most important assets, hence we organized several employee
bonding events all round the year. Festivals like Diwali, Navratri were
celebrated with pomp and zeal. A special mention of our Navratri
Celebrations had been captured by Maharshtra''s daily newspaper -
Maharashtra Times. It celebrated the Woman''s day commemorating the
multiple role that a woman plays along with its professional role. In
all, your company by all means accepts, understands and implements
employee first policy.
We have created a favorable work environment that encourages innovation
and meritocracy. We have also set up a scalable recruitment
and human resources management process. Employee relations during the
year were cordial. The directors appreciate the contributions and
initiatives taken by the employees at all levels for the Company''s
improved performance year after year. The Company offers a growth
environment along with monetary benefits in line with industry
standards.
9. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as on the date of the
Balance Sheet.
10. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors based on the information and representations
received from the operating management confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with no material departures.
ii) The Directors 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 and of the profit of
the Company for that period.
iii) The Directors had taken proper and sufficient care, to the best of
their knowledge and ability, 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 on a going concern
basis.
11. Conservation of Energy, Technology Absorption, Research &
Development and Foreign Exchange Earnings and Outgo Conservation of
Energy: The Company''s operations involve low energy consumption.
However efforts to conserve and optimize the use of energy through
improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is
continuously being upgraded to improve overall performance and
productivity.
Research & Development: Your Company believes that research &
development is a continuous process for sustained corporate excellence.
Our research & development activities help us in product and service
improvement, effective time management and are focused to provide
unique benefits to our customers. Such methods do not involve any
specific cost burden to the Company.
12. Acknowledgements
Your Directors thank the Company''s Investors, Clients, Vendors,
Bankers, Business and various governmental as well as regulatory
agencies for their continued support and confidence in the management.
Your Directors wish to place on record their deep sense of appreciation
of the dedicated and sincere services rendered by employees at all
levels during the year. Your Company''s consistent growth was made
possible by their hard work, solidarity, cooperation and support..
For and on behalf of the Board of Directors
Shirish Anjaria Parag Dalal
Chairman & Managing Director Executive Director
Mumbai: May 30, 2013
Mar 31, 2012
The Directors are pleased to present the Seventeenth Annual Report on
the business and operations of the Company for the year ended March 31,
2012.
1. Financial Highlights
(Rs. In lacs)
Year ended Year ended
Particulars 31/03/2012 31/03/2011
1. Total Income 5219.74 425 8.96
2. Total Expenditure 4854.99 3932.44
3. Interest 121.54 120.59
4. Depreciation 98.53 91.81
5. Profit before Tax 144.68 114.12
6. Provision for Taxation
- Current Tax 37.35 21.15
- Deferred Tax 4.21 16.06
7. Profit after tax 103.12 76.91
3. Dividend
With a view to plough back the profits of the Company and keeping in
mind the expansion of business activities, the Board of Directors
consider it prudent and recommend not declaring any dividend for the
year ended March 31, 2012.
4. Directors
During the year, Mr. Dilip Palicha, Non-executive director of the
Company resigned from the post of directorship. The board appreciates
his contribution and support given to the Company during his tenure as
a Director of the Company.
Mr. Vishal Chapper was appointed as an Additional Director with effect
from August 08, 2012, in accordance with Article 125 of the Articles of
Association of the Company and Sec. 260 of the Act. The director hold
office upto the date of forthcoming Annual General Meeting (AGM) and
Notice under Section 257 of the Act has been received from Members
signifying their intention to propose Mr. Vishal Chapper's appointment
as Director.
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Viren Shah, Director of the
Company, retires by rotation in the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. None of the
Directors of the Company is disqualified from being appointed as
Director as specified in Section 274 of the Companies Act, 1956.
5. Auditors
M/s P.C. Ghadiali & Co., the Statutory Auditors of the Company, hold
office until the ensuing Annual General Meeting. The said auditors have
furnished the Certificate of their eligibility for re-appointment under
the Companies Act, 1956.
6. Corporate Governance
The report on Corporate Governance, stipulated by Clause 49 of the
Listing Agreement, is annexed hereto and forms part of this Annual
Report. A Certificate from the Auditors of the Company regarding
compliance with Corporate Governance norms stipulated in Clause 49 of
the Listing Agreement is annexed to the report on Corporate Governance.
7. Particulars of the Employees
The information as required under the provisions of Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable as none of the
employees are in receipt of remuneration which exceeds the limits
specified under the said rules.
8. Human Resource Management
The success, performance and profitability of our Company are built on
a strong foundation of talented and committed people. A robust manpower
planning process ensures that all steps from business requirements to
sourcing and staffing are seamlessly aligned.
Our distinct people integration model, not only ensures faster
time-to-productivity, but it also integrates culturally diverse
professionals into the organisation by fostering a behavior based on a
shared set of common values. Your Company has HR policy that elaborates
on each aspect of human resource management including recruitment,
employee development & training, staff welfare, administration services
& recreation events.
The strategic initiatives for talent development through learning and
development programs and experiential learning ensured that the Company
had right competencies in its workforce to meet the business demand.
Also your Company focuses on the development of the soft skills for the
employees to enhance their skill-sets in alignment with their
respective roles. The major thrust continues in the effort to bring
about measurable change in training coverage and effectiveness,
increasing the Leadership and Development opportunities for every staff
member. We will continue to invest even more in strengthening our
ability to attract develop and retain talent.
We have created a favorable work environment that encourages innovation
and meritocracy. We have also set up a scalable recruitment and human
resources management process. Employee relations during the year were
cordial. The directors appreciate the contributions and initiatives
taken by the employees at all levels for the Company's improved
performance year after year. The Company offers a growth environment
along with monetary benefits in line with industry standards.
9. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as on the date of the
Balance Sheet.
10. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors based on the information and representations
received from the operating management confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with no material departures.
ii) The Directors 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 and of the profit of
the Company for that period.
iii) The Directors had taken proper and sufficient care, to the best of
their knowledge and ability, 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 on a going concern
basis.
11. Conservation of Energy, Technology Absorption, Research &
Development and Foreign Exchange Earnings and Outgo Conservation of
Energy: The Company's operations involve low energy consumption.
However efforts to conserve and optimize the use of energy through
improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is
continuously being upgraded to improve overall performance and
productivity.
Research & Development: Your Company believes that research &
development is a continuous process for sustained corporate excellence.
Our research & development activities help us in product and service
improvement, effective time management and are focused to provide
unique benefits to our customers. Such methods do not involve any
specific cost burden to the Company.
Foreign Exchange Earnings : Rs. Nil (previous year Nil)
Foreign Exchange Outgo : Rs. 1.17 lacs (previous year 2.17 lacs)
12. Acknowledgements
Your Directors thank the Company's Investors, Clients, Vendors,
Bankers, Business and various governmental as well as regulatory
agencies for their continued support and confidence in the management.
Your Directors wish to place on record their deep sense of appreciation
of the dedicated and sincere services rendered by employees at all
levels during the year. Your Company's consistent growth was made
possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Shirish Anjaria Parag Dalal
Chairman & Managing Director Executive Director
Mumbai: August 24, 2012
Mar 31, 2011
Dear Members,
The Directors are pleased to present the Sixteenth Annual Report on
the business and operations of the Company for the year ended March 31,
2011.
1. Financial Highlights
(Rs. in Lacs)
Year ended Year ended
Particualrs 31/03/2011 31/03/2010
1. Total Income 4233.52 3808.02
2. Total Expenditure 3932.44 3586.88
3. Interest 95.15 50.61
4. Depreciation 91.81 72.74
5. Profit before Tax 114.12 97.79
6. Provision for Taxation
- Current Tax 21.15 18.70
- Deferred Tax 16.06 6.40
7. Profit after tax 76.91 72.69
2. Management Analysis and Discussions
Company Performance
During the year, your company earned total revenues of Rs. 4233.52 lacs
compared with Rs. 3808.02 lacs during the previous year, reflecting a
growth of 11% over the previous year. The profit before tax stood at
Rs. 114.12 lacs as compared to Rs. 97.79 lacs in the previous year, a
growth of 17% over the previous year. The Company has made a provision
of tax totaling to Rs. 37.21 lacs and the profit after tax stood at Rs.
76.91 lacs for the current year.
The business transformation initiatives taken in the last few years
have yielded good results. Your Company has decided to defocus from the
low margin equipment business and grow the high value services. The
operating profit (earnings before interest, tax and depreciation)
increased by 36% to Rs 301.07 lacs from Rs 221.14 lacs in the previous
year.
Your company has continued to grow its solutions and services portfolio
to address business and customer needs. There is a strong focus on
driving operational efficiencies due to which it has posted a strong
performance during the previous year.
Review of Operations
The Global economy has continued to recover and this trend is expected
to continue in the coming years. Developed economies are sluggish in
recovery and emerging economies continue to show a good growth rate.
The Indian growth story continues in spite of inflationary pressures
and the technology spending in India is expected to grow significantly
higher as compared to the other countries. The domestic market
continues to have a strong services and solutions driven component.
Investment in IT is increasingly been seen as an important element of
growth strategies and also a fundamental enabler of cost reduction and
cost optimization.
Changing economic and business conditions, and globalization are
creating an increasingly competitive market environment that is driving
corporations to transform the manner in which they operate. Customers
are increasingly demanding improved products and services with
accelerated delivery times and at lower prices. To address these needs
adequately, corporations are focusing on their core competencies and
are using outsourced technology service providers to help improve
productivity, reduce business risk, and manage operations more
effectively.
The Company's System Integration capability, experience, quality
processes, proven track record of selling and servicing high-end IT
products and multi-platform technical know how have helped it benefit
from the enhanced traction in the market place. We have a team of
specialists with experience in leveraging technology to help improve
efficiency and security. The company provides dynamic technology
solutions and has the capability to address the increased complexity,
cost and risk associated with these technology platforms.
Dynacons' multi technology, multi product offering to customers ensures
that they have the convenience and benefit of sourcing their IT
products and solutions from a single source. We deliver value to our
customers through a comprehensive portfolio of services and solutions
that meets the entire life cycle needs of a business.
The continued focus on the BFSI and the Government verticals has
yielded spectacular results. Your Company has added several key
customers such as State Bank of India, Punjab National Bank, Central
Bank, Bank of India etc, towards managing the IT Infrastructure and
Networking for their offices and braches. There is a continued focus on
Infrastructure Services which enabled the company get into deeper
engagement with existing customers and win large domestic deals in
facility management, nationwide systems rollout and help desk services.
The company has done several solution deployments that include turnkey
project implementations, integration and set-up of centralized data
centres and end-to-end security deployments. The successful deployment
and completion of the order from Municipal Corporation of Greater
Mumbai demonstrates the System Integration expertise of the company to
undertake such large deployments. This order has paved the way for
regular business from MCGM and other such entities. Our track record of
delivering high quality solutions across the entire Information
Technology life cycle and our strong domain expertise helps us to
solidify these relationships and gain increased business from our
existing clients.
Dynacons provides comprehensive, end-to-end technology-based solutions
which enables the company to extend their network of relationships,
improve interaction with key decision makers within each client,
increase the points of sale for new clients and diversify our
service-mix. This integrated approach helps the company take advantage
of growth opportunities available by becoming a vendor of choice for
customers.
During the year under review, the key focus was on increasing the reach
and market presence of the company and leveraging on our partnerships
with global IT majors to increase the spectrum of offerings for
customers. Taking a comprehensive view of business processes,
applications, infrastructure, IT processes and tools, we helped our
customers transform their IT Infrastructure to optimize their
investments and achieve maximum return on investments. The role of
technology has evolved from supporting corporations to transforming
them.
Businesses today face a considerable challenge to effectively optimize
their IT infrastructure and related operations and deliver ever-
improving service levels to meet and exceed the expectations of their
business-users without compromising on quality and security. Remote
Infrastructure Management (RIM) is a mission-critical service requiring
sophisticated tools and reflects high customer confidence and
relationships. Your company has successfully demonstrated its RIM
service capability and is moving towards becoming a fully integrated
service provider.
Going forward, the company is looking making strategic
investments/acquisitions, investing in the right business solutions,
leverage its expertise in providing IT infrastructure solutions to
further enhance the spectrum of offerings and focus on services
expansion and become a vendor of choice for organizations. These will
help in accelerating the company's growth through the new customers and
geographical markets, improving the profitability through cost
reduction, economies of scale and efficient utilization of resources.
Strengths
The company provides the entire spectrum of Information Technology
services including Business Planning, Business Availability and
Business Continuity Services. The company provides high quality, 24
hour, seven days a week support services by leveraging its expertise in
managing IT Infrastructures for its customers. We undertake a
systematic, aggressive and customer oriented approach to cater to this
business segment.
The Company undertakes all activities related to IT infrastructure
including infrastructure design and consulting services, turnkey
systems integration of large network and data centre infrastructures
including supply of associated equipment and software; on-site and
remote facilities management of multi- location infrastructure of
domestic clients. Our key differentiators include an end-to-end
services and solutions driven model with a strong focus on quality in
every aspect of service and product delivery.
This integrated approach helps the company take advantage of growth
opportunities available by becoming a vendor of choice for customers.
We believe that with our diverse portfolio of solutions and services,
domain expertise and increasing value-add to customers, we are best
suited to be a strategic partner to our customers.
Quality
Dynacons has an enduring focus on operational and delivery excellence
and towards sustainable growth on the path of business excellence. Your
Company continues to strive towards process improvement for ensuring
high quality delivery and high levels of customer satisfaction. A
strong emphasis is based on quality in every aspect of the company's
activities. In line with this philosophy we have designed our quality
management program and have defined several key parameters for
measurement of quality levels to ensure improvement in the quality of
the deliverables.
Customer satisfaction and excellence in quality are key elements for
succeeding in the competitive global market. During the year a number
of initiatives were launched for better market penetration, customer
centricity and taken to implement result oriented quality management
models.
Review of key business processes like business planning, reporting and
communication has been done to make them more effective in meeting
business objectives. Moving forward, your company shall continue to
further strengthen its processes by adopting best-in-class standards.
In order to be able to respond quickly to the customers, your Company
continues with various internal initiatives to compete effectively,
improve organizational flexibility and efficiency, streamline internal
processes and institutionalize a culture of continuous improvement.
The system comprises well defined organization structure,
pre-identified authority levels and documented policy guidelines and
manuals for delegation of authority.
Outlook
The growth in the economy as well as significant technology changes is
presenting several opportunities to your company. The economic growth
in the country has led to an increase in IT spends on infrastructure
and services. In India, the higher growth is expected to come from the
2nd and 3rd tier towns and cities. The company's pan india presence
will help to capitalize on this growth.
Cloud Computing and virtualization are changing the dynamics for
providing solutions and services. The technology provides flexibility,
convenience as well as reliability along with cost optimization. Your
Company is adapting this technology for its own use as well as for its
offerings.
Several initiatives have been launched to identify new growth areas and
simultaneously restructure existing growth engines. This has helped
your company to enrich its company profile and build value for
customers. The process of improving profitability and productivity has
taken the required shape leading to better Leadership Development,
Corporate Governance, Risk Management and Human Resources.
We believe our strong brand, our robust quality process and our access
to skilled talent base at lower costs of providing services places to
us in a unique position to take advantage of the trend towards
outsourcing IT services. The IT services segment is expected to grow
significantly and your company is gearing itself to derive the benefits
of this growth.
Risks and Concerns
The company's objectives and expectations may be forward looking within
the meaning of applicable laws and regulations. The competition from
large international and Indian IT companies is increasing in the
domestic market space. Actual results may differ materially from those
expressed. Important factors that could influence the company's
operations include change in government regulations, tax laws,
increased competition, economic and political developments.
The growth in the economy and IT industry is expected to lead to higher
job opportunities and increased demand. This is leading to higher
attrition across the IT industry. This coupled with the fast changing
technology landscape will necessitate increased investment in manpower
and innovative approaches to retain and develop the right talent
3. Dividend
With a view to plough back the profits of the Company and keeping in
mind the expansion of business activities, the Board of Directors
consider it prudent and recommend not declaring any dividend for the
year ended March 31, 2011.
4. Directors
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Dilip Palicha, Director of
the company, retires by rotation in the ensuing Annual General Meeting
and being eligible, offers himself for reappointment. None of the
Directors of the Company is disqualified from being appointed as
Director as specified in Section 274 of the Companies Act, 1956.
5. Auditors
M/s P.C. Ghadiali & Co., the Statutory Auditors of the Company, hold
office until the ensuing Annual General Meeting. The said auditors have
furnished the Certificate of their eligibility for re-appointment under
the Companies Act, 1956.
6. Corporate Governance
The report on Corporate Governance, stipulated by Clause 49 of the
Listing Agreement, is annexed hereto and forms part of this Annual
Report. A Certificate from the Auditors of the Company regarding
compliance with Corporate Governance norms stipulated in Clause 49 of
the Listing Agreement is annexed to the report on Corporate Governance.
7. Scheme of Arrangement:
A Scheme of Arrangement (Scheme) was entered into by the Company (DSSL)
with Dynacons Technologies Limited (DTL), for the transfer and vesting
of the Marketing & Distribution business and the Manufacturing business
of Dynacons Systems & Solutions Limited into Dynacons Technologies
Limited with effect from April 1, 2009, the Appointed date. The Scheme
under Section 391 to 394 of the Companies Act 1956, has been approved
by the Hon'ble High Court of Judicature at Bombay vide its order dated
October 15, 2010 and as required by the scheme, the company has
received all requisite approvals from Governmental authorities and the
effective date of the scheme was December 20, 2010
Post obtaining the Order from Hon'ble High Court, Bombay and approval
from other relevant authorities, your Company had fixed a record date
on January 7, 2011 to determine the members who are eligible to receive
shares of Dynacons Technologies Limited. Pursuant to the Scheme, the
equity capital of the company stands reorganized to Rs 59,230,800
consisting of 59,230,800 Equity Shares of the face value of Re 1/-. The
shares were allotted to the members of the Company in the ratio as
decided in the Scheme and effect of the same was given in the accounts
on sanctioning of the Scheme by the High Court.
8. Particulars of the Employees
The information as required under the provisions of Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable as none of the
employees are in receipt of remuneration which exceeds the limits
specified under the said rules.
9. Human Resource Management
The success, performance and profitability of our company are built on
a strong foundation of talented and committed people. A robust manpower
planning process ensures that all steps from business requirements to
sourcing and staffing are seamlessly aligned.
Our distinct people integration model, not only ensures faster
time-to-productivity, but it also integrates culturally diverse
professionals into the organisation by fostering a behavior based on a
shared set of common values. Your Company has HR policy that elaborates
on each aspect of human resource management including recruitment,
employee development & training, staff welfare, administration services
& recreation events.
The strategic initiatives for talent development through learning and
development programs and experiential learning ensured that the Company
had right competencies in its workforce to meet the business demand.
Also your Company focuses on the development of the soft skills for the
employees to enhance their skill-sets in alignment with their
respective roles. The major thrust continues in the effort to bring
about measurable change in training coverage and effectiveness,
increasing the Leadership and Development opportunities for every staff
member. We will continue to invest even more in strengthening our
ability to attract develop and retain talent.
We have created a favorable work environment that encourages innovation
and meritocracy. We have also set up a scalable recruitment and human
resources management process. Employee relations during the year were
cordial. The directors appreciate the contributions and initiatives
taken by the employees at all levels for the Company's improved
performance year after year. The Company offers a growth environment
along with monetary benefits in line with industry standards.
10. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as on the date of the
Balance Sheet.
11. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors based on the information and representations
received from the operating management confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with no material departures.
ii) The Directors 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 and of the profit of
the Company for that period.
iii) The Directors had taken proper and sufficient care, to the best of
their knowledge and ability, 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 on a going concern
basis.
12. Conservation of Energy, Technology Absorption, Research &
Development and Foreign Exchange Earnings and Outgo
Conservation of Energy: the Company's operations involve low energy
consumption. However efforts to conserve and optimize the use of energy
through improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is
continuously being upgraded to improve overall performance and
productivity.
Research & Development: Your Company believes that research &
development is a continuous process for sustained corporate excellence.
Our research & development activities help us in product and service
improvement, effective time management and are focused to provide
unique benefits to our customers. Such methods do not involve any
specific cost burden to the company.
Foreign Exchange Earnings Rs. Nil (previous year Nil)
Foreign Exchange Outgo Rs. 2.17 lacs (previous year
0.77 lacs)
13. Acknowledgements
Your Directors thank the Company's Investors, Clients, Vendors,
Bankers, Business and various governmental as well as regulatory
agencies for their continued support and confidence in the management.
Your Directors wish to place on record their deep sense of appreciation
of the dedicated and sincere services rendered by employees at all
levels during the year. Your company's consistent growth was made
possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Shirish Anjaria Parag Dalal
Chairman & Executive Director
Managing Director
Mumbai: May 30, 2011
Mar 31, 2010
The Directors are pleased to present the Fifteenth Annual Report on
the business and operations of the Company for the year ended March
31,2010.
1. Financial Highlights
Particualrs Year ended Year ended
31/03/2010 31/03/2009
1. Total Income 5897.34 3859.37
2. Total Expenditure 5538.75 3576.69
3. Interest 92.99 87.37
4. Depreciation 165.28 143.09
5. Profit before Tax 100.32 52.23
6. Provision for
Taxation - Current Tax 18.70 8.15
- Deferred Tax 7.20 8.32
- Fringe Benefit Tax - 1.78
7. Profit after tax 74.42 33.98
3. Dividend
With a view to plough back the profits of the Company and keeping in
mind the expansion of business activities, the Board of Directors
consider it prudent and recommend not declaring any dividend for the
year ended March 31,2010.
4. Subsidiary
During the year under review, the Company has invested in 15,000,000
Equity shares of Rs.l each of DYNACONS TECHNOLOGIES LIMITED (DTL) and
as a result, DTL has become wholly-owned subsidiary of the Company. The
Annual Accounts of the Subsidiary Company form part of this Annual
Report.
5. Consolidated Financial Statements
Consolidated Financial Statements, prepared in accordance with
Accounting Standard AS-21, issued by the Institute of Chartered
Accountants of India, and as required by the Listing Agreement are
attached and forms part of the Annual Report and Accounts.
6. Directors
The Board at its meeting held on January 23, 2010 re-appointed, subject
to the approval of the members at the ensuing Annual General Meeting,
Mr. Shirish M. Anjaria as Chairman and Managing Director and Mr. Parag
J. Dalai and Mr. Dharmesh S. Anjaria as Wholetime Directors designated
as Executive Directors of the Company, for a further period of 3 years
from February 1,2010. The resolutions on re- appointment and
remuneration have been put up for consideration and approval of the
Members.
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of the Company, Mr. Mukesh Shah, Director of
the company, retires by rotation in the ensuing Annual General Meeting
and being eligible, offers himself for reappointment. None of the
Directors of the Company is disqualified from being appointed as
Director as specified in Section 274 of the Companies Act, 1956.
7. Auditors
M/s. Soni Palan & Associates were appointed as a Statutory Auditors of
the Company in the previous Annual General Meeting. During the year,
Statutory Auditors firm dissolved due to their merger with the firm of
Chartered Accountants - M/s. P.C. Ghadiali & Co.
Subsequently, the board at its meeting appointed M/s. P.C. Ghadiali &
Co. to hold office as Statutory Auditors of the company.
M/s P.C. Ghadiali & Co., Chartered Accountants who are the Statutory
Auditors of the Company hold office, in accordance with the provisions
of the Companies Act, 1956, upto the conclusion of the ensuing Annual
General Meeting, are eligible for re-appointment.
8. Corporate Governance
The report on Corporate Governance, stipulated by Clause 49 of the
Listing Agreement, is annexed hereto and forms part of this Annual
Report. A Certificate from the Auditors of the Company regarding
compliance with Corporate Governance norms stipulated in Clause 49 of
the Listing Agreement is annexed to the report on Corporate Governance.
9. Credit Rating
ICPvA Limited has carried out a credit rating assessment of the Company
both for the short term and long term exposures, in compliance with the
BASEL II norms implemented by Reserve Bank of India for all banking
facilities. ICRA has assigned LBBB- rating to the Rs 37.5 million long
term sanctioned bank limits of Dynacons Systems & Solutions Limited.
ICRA has also assigned A3 rating to the Rs 50 million short term
sanctioned bank limits. This will enable the Company to access banking
services at low cost and help in improvement of margins, working
capital management and cash flows of the Company.
10. Scheme of Arrangement:
A Scheme of Arrangement has been presented under Section 391 to 394 of
the Act for transfer and vesting of Marketing & Distribution Business
and Manufacturing Business of Dynacons Systems & Solutions Limited into
Dynacons Technologies Limited. The approval of the shareholders of both
the companies has been obtained and the petition for the same has been
admitted to the High Court for approval. The effect of the scheme
shall be given in the accounts on sanctioning of the scheme by the High
Court.
11. Particulars of the Employees
The information as required under the provisions of Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended, is not applicable as none of the
employees is in receipt of remuneration which exceeds the limits
specified under the said rules.
12. Human Resource Management
The success, performance and profitability of our company is built on a
strong foundation of talented and committed people. We have built a
high performance work culture and maintain a strong focus on the
employee, and creation of an organization that continually encourages
entrepreneurship, new ideas, and embraces respect for the individual
and equal opportunity to succeed..
Your Company has HR policy that elaborates on each aspect of human
resource management including recruitment, employee development &
training, staff welfare, administration services & recreation events.
Processes like recruitment have been streamlined through comprehensive
assessment techniques, while many training initiatives continue to
encourage growth and development.
We encourage regular training and development. Continuous training is
imparted in advanced technologies, managerial and soft skills for the
employees to enhance their skill-sets in alignment with their
respective roles. The major thrust continues in the effort to bring
about measurable change in training coverage and effectiveness,
increasing the Leadership and Development opportunities for every staff
member. We will continue to invest even more in strengthening our
ability to attract develop and retain talent.
We have created a favorable work environment that encourages innovation
and meritocracy. We have also set up a scalable recruitment and human
resources management process. Employee relations during the year were
cordial. The directors appreciate the contributions and initiatives
taken by the employees at all levels for the Companys improved
performance year after year. The Company offers a growth environment
along with monetary benefits in line with industry standards.
13. Fixed Deposits
Your Company has not accepted any fixed deposits and, as such, no
amount of principal or interest was outstanding as on the date of the
Balance Sheet.
14. Directors Responsibility Statement
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 the Directors based on the information and representations
received from the operating management confirm that:
i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with no material
departures.
ii) The Directors 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
and of the profit of the Company for that period.
iii)The Directors had taken proper and sufficient care, to the best of
their knowledge and ability, for the maintenance of adequate
accounting records in accordance with the provisionsof 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 on a going concern
basis.
15. Conservation of Energy, Technology Absorption, Research &
Development and Foreign Exchange Earnings and Outgo
Conservation of Energy: the Companys operations involve low energy
consumption. However efforts to conserve and optimize the use of energy
through improved operational methods and other means will continue.
Technology Absorption: The Technology available and utilized is
continuously being upgraded to improve overall performance and
productivity.
Research & Development: Your Company believes that research &
development is a continuous process for sustained corporate excellence.
Our research & development activities help us in product and service
improvement, effective time management and are focused to provide
unique benefits to our customers. Such methods do not involve any
specific cost burden to the company.
Foreign Exchange Earnings : Rs. Nil (previous year Nil)
Foreign Exchange Outgo : Rs. 0.77 lacs (previous year 1.17 lacs)
16. Acknowledgements
Your Directors thank the Companys Investors, Clients, Vendors,
Bankers, Business and various governmental as well as regulatory
agencies for their valuable support for the Companys growth.
Your Directors place on record their appreciation of the contribution
made by employees at all levels. Your companys consistent growth was
made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors
Shirish Anjaria Parag Dalai
Chairman & Executive Director
Managing Director
Mumbai: August 24,2010
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