Directors Report of Dynamic Microsteppers Ltd.

Mar 31, 2014

The Members,

The Board of Directors is pleased to present the Directors'' Report together with the Audited Financial Statements for the year ended March 31, 2014 compared with previous financial year as follows:

FINANCIAL RESULTS:

The results for the Financial Year ended 31st March 2014 are as under: (Amount in Rs)

Particulars Year ended Year ended 31st March 2014 31st March 2013

Total Income - -

Less: Administrative and Other Expenses 630,524 507,060

Profit/ (Loss) before Tax (630,524) (507,060)

Less: Provision for Tax - -

Less: Exceptional items - -

Profit/ (Loss) after Tax (630,524) (507,060)

OPERATIONS:

During the year under review, your Company has not carried out any activities .

Presently, your directors are taking effective steps to consider other options to commence activities in the field of Infrastructure. Your directors are considering various options for adoption of and to revamp the operations with activities wherein the promoters have core competency.

DIVIDEND:

Considering the loss for the F. Y 2013-2014, your Directors do not recommended dividend for the year ended 31st March, 2014.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company;

Mr. Ashwin Shah and Mr. Harshad Shah, Directors of the Company, shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, it is proposed to appoint Ms. Kairavi Naik (DIN: 03614248), Mr. Vrushabh Patil (DIN: 02306524) and Mr. Vishal Talpade (DIN: 03627072), as Independent Directors for the period upto March 31, 2019. The said Independent Directors shall not be liable to retirement by rotation.

The Company has also received the requisite disclosures from all the above mentioned Directors of the Company confirming that they meet the criteria of Independence as prescribed under both sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into with Stock Exchange.

PUBLIC DEPOSITS:

The Company has not accepted any deposit pursuant to provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed;

- Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

- Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2014 on a going concern basis.

AUDITORS:

M/s. P. Jasani & Associates, Chartered Accounts (Firm Registration No. 116628W) retire at the ensuing Annual General Meeting and are eligible for re-appointment. The said Auditors have furnished a certificate of their eligibility for re-appointment under Section 139(1) of the Companies Act, 2013 and have indicated their willingness to continue as auditors. Accordingly, it is proposed to appoint M/s. P. Jasani & Associates, Chartered Accounts as the Statutory Auditors of the Company for a period of Five years to hold office till the conclusion of the 34th Annual General Meeting. The Members are requested to consider their re-appointment for the period of Five years and to authorize the Board to fix their remuneration.

AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 134 (2) of the Companies Act, 2013

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A Report on Corporate Governance and Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto and form part of this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to the Conservation of Energy, Technology Absorption, Adaptation and Innovation pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required to furnished as the Company has not carried out any operations during the year under review.

There was no Foreign Exchange Earnings and Outgo during the year under review.

PARTICULARS OF EMPLOYEES:

During the year under review, the Company had no employees. Hence, no particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are required to be furnished.

ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for reposing confidence in the Company''s management by shareholders and investors.

For and on behalf of the Board of Directors

Place: Mumbai Harshad Shah Ashwin Shah Dated: 1st September, 2014 Director Director

Registered Office: 105, Flyover Apartment, Teli Gally, Andheri (East), Mumbai - 400 069

---

Mar 31, 2013

To The Members,

The Directors present their Annual Report on the business operations of the Company along with the Statement of Audited Accounts for the year ended 31st March 2013.

Financial Results:

The results for the Financial Year ended 31st March 2013 are as under:

(Amount in Rs.)

Particulars Year ended Year ended 31st March 2013 31st March 2012

Total Income - 3,53,650

Profit / (Loss) before Tax (5,07,060) 20,001

Less: Provision for Tax - 6,200

Less: Exceptional items - 43,53,718

Profit / (Loss) after Tax (5,07,060) (43,39,917)

Operations:

During the year under review, your Company has not carried out any activities due to the old technology used by the Company in Horology Industry.

Presently, your directors are taking effective steps to consider other options to commence activities in the field of Infrastructure. Your directors are considering various options for adoption of and to revamp the operations with activities wherein the promoters have core competency.

Dividend:

In view of losses your Directors do not recommended dividend for the year under review. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Kairavi Naik and Mr. Vishal Talpade, Directors of the Company, shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

Public Deposits:

The Company has not accepted any deposit pursuant to provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed;

- Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

- Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2013 on a going concern basis.

Auditors:

M/s. P. Jasani & Associates, Chartered Accounts (Firm Registration No. 116628W), the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under Section 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue in the said office.

Members are requested to re-appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Corporate Governance & Management Discussion & Analysis Report:

A Report on Corporate Governance and Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto and form part of this report.

Particulars of Employees:

During the year under review, the Company had no employees hence, no particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are required to be furnished.

Acknowledgements:

The Directors wish to place on record their appreciation for reposing confidence in the Company''s management by shareholders and investors.

For and on behalf of the Board of Directors

Place: Mumbai Harshad Shah

Dated: 30th May, 2013 Chairman

Registered Office:

105, Flyover Apartment

Telli Galli

Andheri (East)

Mumbai - 400 069

---

Mar 31, 2012

The Directors present their Annual Report on the business operations of the Company along with the Statement of Audited Accounts for the year ended 31s! March 2012.

Financial Results:

The results for the Financial Year ended 31st March 2012 are as under:

(Amount in Rs.)

Particulars Year ended Year ended 31st March 2012 31st March 2011

Total Income 3,53,650 Nil

Profit / (Loss) before Tax 20,001 (6,58,401)

Less: Provision for Tax 6,200 0

Less: Exceptional items 43,53,718

Profit / (Loss) after Tax (43,39,917) (6,58,401)

Add: Balance of Profit brought forward from previous year (6,14,88,972) (6,08,29,517)

Balance carried forward to Balance Sheet (6,58,28,889) (6,14,88,972)

Operations:

During the year under review, your Company has not carried out any activities due to phase out of technology used by the Company in Horology Industry.

Presently, your directors are taking effective steps to consider other options to recommence activities of the Company. Your directors are considering various options for adoption of and to revamp the operations with activities wherein the promoters have core competency.

Dividend:

In view of losses your Directors do not recommended dividend for the year tinder review. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. John Jacob Puthusseri and Mr. Vrushabh Tryambak Patil, Directors of the Company, shall retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment.

Public Deposits:

The Company has not accepted any deposit pursuant to provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the annual accounts, the applicable standards have been followed;

- Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

- Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- Your Directors have prepared the attached Statement of Accounts for the year ended March 31, 2012 on a going concern basis.

Auditors:

M/s. J. M. Ghumara & Co., Chartered Accountants having (Firm Registration Number 103185W), the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. The retiring Auditors have expressed their unwillingness to be reappointed as Statutory Auditors of the Company. The Board of Directors recommends M/s. P. Jasani & Associates, Chartered Accountants (Firm Registration No. 116628W) as Statutory Auditors of the Company, who have furnished a certificate of their eligibility for re-appointment under Section 224 (IB) of the Companies Act, 1956 and have indicated their willingness to occupy the said office. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956-

Corporate Governance & Management Discussion & Analysis Report:

A Report on Corporate Governance and Management Discussion & Analysis Report pursuant to Clause 49 of the Listing Agreement are annexed hereto and form part of this report.

Particulars of Conservation of Energy, Technology Absorption, Adaptation and Innovation and Foreign Exchange Earnings and outgo:

Information relating to the Conservation of Energy, Technology Absorption, Adaptation and Innovation pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required to furnished as the Company has not carried out any operations during the year under review.

There was no Foreign Exchange Earnings and Outgo during the year under review.

Particulars of Employees:

During the year under review, the Company had no employees hence, no particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended are required to be furnished.

Acknowledgements:

The Directors wish to place on record their appreciation for reposing confidence in the Company''s management by shareholders and investors.

For and on behalf of the Board of Directors

Place: Mumbai Harshad Shah

Dated: 30th May, 2012 Chairman