DYANMIC MICROSTEPPERS LIMITED 28TH ANNUAL REPORT 2012‐13
DYNAMIC MICROSTEPPERS LIMITED
‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐TWENTY EIGHTH ANNUAL REPORT 2012‐13‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
Board of Directors: Mr. Harshad Shah Mr. Vrushabh Patil
Mr. Ashwin Shah Ms. Kairavi Naik
Mr. John Puthusseri Ms. Vishal Talpade
AUDITORS: M/s. P. JASANI & ASSOCIATES 4‐K, VIJAY CHAMBERS, OPP. DREAMLAND CINEMA, MUMBAI‐ 400 004
BANKERS: CENTRAL BANK OF INDIA ANDHERI, MUMBAI.
SHARE REGISTRARS: LINK INTINE INDIA PRIVATE LIMITED C‐13, PANNALAL SILK MILLS COMPOUND, L.B.S. MARG, BHANDUP (WEST), MUMBAI‐400 078
Tel: 022 25963838 Fax: 022‐25946969 E‐mail ID: [email protected] Website: www.linkintime.co.in
REGISTERED OFFICE: 105, FLYOVER APARTMENT, TELI GALI, ANDHERI (EAST), MUMBAI 400 069 Tel No.: 02226831570
Fax No.: 02226840528
Email ID: [email protected] Website: www.dynamicmicrosteppers.com
CONTENTS
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.
NOTICE DIRECTOR’S REPORT CORPORATE GOVERNANCE REPORT SECRETARIAL COMPLIANCE CERTIFICATE‐2013 MANAGEMENT DISCUSSION ANALYSIS REPORT AUDITORS’S REPORT BALANCE SHEET PROFIT & LOSS ACCOUNT CASH FLOW STATEMENT NOTES TO ACCOUNTS SCHEDULES
DYNAMIC MICROSTEPPERS LIMITED
NOTICE
Notice is hereby given that the Annual General Meeting of the Members of DYNAMIC MICROSTEPPERS LIMITED will be held on Saturday, 28th September, 2013 at 105, Flyover Apartment, Telli Gali, Andheri (East), Mumbai – 400 069 at 9.30 a.m to transact the following business: ORDINARY BUSINESS:
1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss Account for the year ended on that date together with the Reports of Directors and Auditors thereon.
2. To appoint Director in place of Ms. Kairavi Naik who retires by rotation and being
eligible, offers herself for re‐appointment. 3. To appoint Director in place of Mr. Vishal Talpade who retires by rotation and being
eligible, offers himself for re‐appointment.
4. To appoint M/s. P. Jasani & Associates, Chartered Accounts (Firm Registration No. 116628W) the retiring Auditors as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company and to authorize the Board to fix their remuneration.
By order of the Board
Place: Mumbai HARSHAD SHAH Dated: 30th May, 2013 CHAIRMAN Registered Office: 105, Flyover Apartment Telli Galli Andheri (East) Mumbai – 400 069
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND ON A POLL, TO VOTE INSTEAD OF HIMSELF. SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. Any instrument appointing a proxy or proxies should be deposited at the Registered Office
of the Company not less than 48 hours before the commencement of the meeting. 3. The Register of Members and Share Transfer Books of the Company will be closed from
Saturday, 21st September 2013 to Saturday, 28th September 2013 (both days inclusive). 4. Shareholders desiring to obtain any information relating to the accounts are requested to
write to the Company at least seven days prior to the date of ensuing Annual General Meeting or at an early date so as to enable the management to keep the information ready.
5. Members are requested to notify immediately about any change in their address/bank
mandate to their respective Depository Participant (DP) in respect of their electronic share accounts and to the Companyʹs Registrar & Share Transfer Agent at Link Intime India Private Limited in respect of their physical share folios.
6. Members/proxies are requested to bring their copy of Annual Report to the Meeting. 7. Members/proxies are requested to bring the Attendance Slip sent herewith duly filled for
attending the Meeting. 8. Pursuant to clause 49 of the listing Agreement relating to Corporate Governance, the
particulars of Directors proposed to be appointed or re‐appointment are given in the Report on Corporate Governance attached to the Directors’ Report.
DYANAMIC MICROSTEPPERS LIMITED
Pursuant to Clause 49 of Listing Agreement with the Stock Exchanges, following information is furnished in respect of Directors proposed to be re‐ appointment at the Annual General Meeting.
* Directorship in Private Companies, Foreign Companies and Non‐profit organizations, if any, are excluded.
Name Ms. Kairavi Mukesh Naik Mr. Vishal Sundeep Talpade Age 25 years 25 years Qualification B. Com B. Com Date of appointment 8th April, 2011 8th April, 2011 Nature of Expertise Financial Management Marketing Experience 4 years
4 years
Names of other Companies in which holds directorship*
Nil Nil
Chairmanship / Membership of Committees of the Board of other Companies
Nil Nil
Shareholding in Dynamic Microsteppers Limited
Nil Nil
DYANMIC MICROSTEPPERS LIMITED
DIRECTORS’ REPORT 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 `)
Particulars Year ended 31st March 2013
Year ended 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. Auditorsʹ 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(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 Dated: 30th May, 2013 Chairman Registered Office: 105, Flyover Apartment Telli Galli Andheri (East) Mumbai – 400 069
DYNAMIC MICROSTEPPERS LIMITED
ANNEXURE TO DIRECTORS REPORT
CORPORATE GOVERNANCE REPORT (A) Companyʹs Philosophy on Code of Corporate Governance
The Company believes that high standards of accountability and audit, timely disclosure and reporting in all areas of operations contribute towards developing and sustaining best operating systems and procedures. These standards define your Companyʹs Corporate Governance philosophy of trusteeship, transparency, empowerment, accountability and integrity. The Company will continue to remain focused on good corporate governance practices for achieving growth, long term value creation and maximizing value for all its stakeholders.
(B) Board of Directors (i) Board Composition
The composition of the Board is in accordance with the requirements of the Corporate Governance Code of the Listing Agreement with the Stock Exchange. As on the date of this Report, the Board of Directors of the Company consists of all Non‐Executive Directors. Currently, the majority of members of the Board of Directors comprises of Non‐Executive Independent Directors, having considerable experience in diverse fields. The Board has Six (6) Directors of which Two (2) represent Non‐executive Promoter Directors and Four (4) are Non‐Executive Independent Directors. The Chairman of the Board is Non Executive Promoter Director. The day‐to‐day management of the Company is supervised by the Board of Directors. The constitution of the Board as on 31st March, 2013 was as under:
Name of the Director Category Details of other
*Directorship @Committee membership
Committee Chairmanship
Mr. Harshad Shah Non‐executive Promoter
‐ ‐ ‐
Mr. Ashwin Shah Non‐executive Promoter
‐ ‐ ‐
Mr. John Puthusseri Non‐ Executive & Independent
‐ ‐ ‐
Mr. Vrushabh Patil Non‐ Executive & Independent
‐ ‐ ‐
Ms. Kairavi Naik Non‐ Executive & Independent
‐ ‐ ‐
Ms. Vishal Talpade Non‐ Executive & Independent
‐ ‐ ‐
*Other Directorships only Public companies and exclude Directorships held in all other companies such as Private Companies, Foreign Companies, and companies under Section 25 of the Companies Act, 1956 @ Committees of Directors include Audit Committee and Shareholders / Investors Grievance Committee only
Board Meetings and Attendance of Directors During the year ended 31st March, 2013 5 (Five) meetings of the Board of Directors were held i.e. on 26th April, 2012, 30th May, 2012, 13th August, 2012, 14th November, 2012, 14th February 2013. Table hereunder gives the attendance record of the Directors at the Board Meetings held during 2012‐13 and the last AGM: Name of the Director No. of Board
Meetings attended of 5 (Five) Meetings
held
Whether attended last
AGM
Mr. Harshad Shah 5 Yes Mr. Ashwin Shah 5 Yes Mr. John Puthusseri 5 Yes Mr. Vrushabh Patil 5 Yes Ms. Kairavi Naik 5 Yes Ms. Vishal Talpade 5 Yes The Company has not paid any remuneration including sitting fees to any directors.
(C) Board Committees
Currently, the Board has three Committees ‐ the Audit Committee, the Shareholders’/ Investors’ Grievance Committee and the Remuneration Committee. As on date, the Audit Committee comprises of four members consisting of three Non‐Executive Independent Directors and one Non Executive Director. The Shareholders/Investors Grievance Committee comprises of three Members. The Chairman of the said respective Committees is Non‐Executive Directors. The Remuneration Committee comprises of three Non‐Executive Independent Directors. The Board is responsible for the constitution, co‐opting and fixing the terms of reference for the said Committees. Audit Committee Terms of Reference (a) Primary objectives of the Audit Committee
The Audit Committee acts as a link between the Statutory Auditors and the Board of Directors. It addresses itself to matters pertaining to adequacy of internal controls, reliability of financial statements and other management information and adequacy of provisions for liabilities. The primary objective of the Audit Committee (the ʺCommitteeʺ) is to monitor and provide effective supervision of the managementʹs financial reporting process with a view to ensure accurate, timely and proper disclosures and the transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the management, including the independent auditors and notes the process and safeguards employed by each.
(b) Scope of the Audit Committee (i) Provide an open avenue of communication between the independent auditors and
the Board of Directors (ʺBoDʺ). (ii) Recommending the appointment and removal of statutory auditors, fixation of audit
fees and also to approve the payment for other services. (iii) Meet four times a year or more frequently as circumstances require. The Audit
Committee may ask members of management or others to attend meetings and provide pertinent information as necessary.
(iv) Confirm and assure the independence of the external auditors. (v) Review with independent auditors the co‐ordination of audit efforts to assure
completeness of coverage, reduction of redundant efforts and the effective use of all audit resources.
(vi) Consider and review with the independent auditors the adequacy of internal controls including the computerised information system controls and security.
(vii) Reviewing with the management, the quarterly financial statements before submission to the Board for approval.
(viii) Reviewing with the management the annual financial statements before submission to the Board, focusing primarily on: (a) Any changes in the accounting policies and practices; (b) The going concern assumption; (c) Compliance with accounting standards; (d) Compliance with stock exchange and legal requirements concerning financial
statements; (e) Significant adjustment arising out of audit;
(ix) Consider and review with the management and the independent auditors: (a) Significant findings during the year, including the status of previous audit
recommendations; (b) Any difficulties encountered in the course of audit work including any
restrictions on the scope of activities or access to required information. (x) Review of the following information:
(a) Management discussion and analysis of financial conditions and results of operations;
(b) Statement of significant related party transactions submitted by the management; (c) Management Letters/Letters of Internal Control Weaknesses issued by the
Statutory Auditors. (c) Composition The Audit Committee is duly constituted. The Statutory Auditors are invited to the Audit Committee Meetings whenever required. As on the date of 31st March, 2013, the Audit Committee comprises of Four Directors of which Three Directors are Non Executive Independent Directors and One Director represents the Promoter Group. All the members of the Committee are financially literate.
(d) Audit Committee Meetings and Attendance during the financial year ended 31st March, 2013 During the financial year ended 31st March, 2013, Four Audit Committee Meetings were held i.e. on 30th May, 2012, 13th August, 2012, 14th November, 2012 and 14th February 2013. The table hereunder gives the attendance record of the Audit Committee members.
Name of the Audit Committee Members
No. of Audit Committee
Meetings held
No. of Audit Committee
Meetings attended Mr. Vrushabh Patil (Chairman) 4 4 Ms. Kairavi Naik 4 4 Ms. Vishal Talpade 4 4 Mr. Ashwin Shah 4 4 The Committee has recommended to the Board the appointment of M/s. P. Jasani & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the financial year ended 31st March, 2014.
Remuneration Committee The broad terms of reference of the Remuneration Committee is to ensure that the remuneration practices of the Company in respect of the Senior Executive, including the Executive Directors, competitive keeping in view prevailing compensation packages in the Industry so as to recruit and retain suitable individual(s) in such capacity. As on 31st March 2013, the Committee comprise of the following members: 1. Mr. Vrushabh Patil (Chairman) 2. Ms. Kairavi Naik 3. Ms. Vishal Talpade As on the date of this Report the Remuneration Committee comprises of Three Non Executive Independent Directors. The Remuneration Committee did not have any meeting during the Financial Year 2012‐13. Shareholders’ / Investors’ Grievances Committee Shareholders / Investors Grievances Committee comprises of three members viz. Mr. Ashwin Shah, Mr. Vrushabh Patil and Mr. Vishal Talpade. Among other functions, the Committee looks into redressal of shareholdersʹ complaints regarding non receipt of balance sheets and transfer of shares as per Clause 49 of the Listing Agreement.
Mr. Ashwin Shah, Director acts as the Compliance Officer of the Company. During the year 2 (Two) meetings of the Committees were held. During the year under review, there was transfer of 600 Equity Shares held in physical form.
Pending as on 1st April 2012
Received during 2012‐13
Redressed during 2012‐13
Pending as on 31st March 2013
Nil 2 2 Nil
(D) General Body Meetings: Details of last three Annual General Meetings are given hereunder: Year Date Venue Time 2010 28/09/2010 105, Flyover Apartment, Teli Gali,
Andheri (East) Mumbai – 400 069 10.00 a.m.
2011 30/09/2011 105, Flyover Apartment, Teli Gali, Andheri (East) Mumbai – 400 069
11.00 a.m.
2012 28/09/2012 105, Flyover Apartment, Teli Gali, Andheri (East) Mumbai – 400 069
9.00 a.m
Special Resolution: No Special resolutions were passed in last three Annual General Meetings. Details of last Extra ‐ Ordinary General Meetings are given hereunder: During the period of last three years no extra ordinary general meeting was held. Postal ballots: No Special Resolution was passed through Postal Ballot during the year.
(E) Disclosures: (i) Related Party Transactions:
During the year under review, apart from the transactions reported in Notes to accounts, there were no related party transactions with the Promoters, Directors, Management, Subsidiaries and other Related Parties. None of the contracts / transactions with Related Parties had a potential conflict with the interest of the Company at large. The interest of Director, if any, in the transactions are disclosed at Board Meetings and the interested Director does not participate in the discussion or vote on such transactions. Details of transactions with related parties are placed before the Audit Committee on a quarterly basis. All transactions entered into between the Company and Related Parties were in the ordinary course of business.
(ii) Compliances by the Company: The Company is in the process of complying with the Clauses of the Listing Agreement. The Company may be penalized for non compliances of the Listing Agreement. However, there have been no strictures be imposed by the Stock Exchange, SEBI or any other statutory authority on any matter related to capital markets, during the last three years/period, except for the non‐submission of various information, intimations etc. under the Listing Agreement for which the Company has paid the necessary fees as levied by the Bombay Stock Exchange Limited.
(iii) Whistle Blower Policy and Access of personnel to the Audit Committee: The Company has not established the non‐mandatory requirement of Whistle Blower Policy. However, the Companyʹs personnel have access to the Chairman of the Audit Committee in cases such as concerns about unethical behavior, frauds and other grievances. No employee of the Company has been denied access to the Audit Committee.
Compliance with the Mandatory requirements and implementation of the Non‐mandatory requirements: The Company has complied with the mandatory requirements of the Corporate Governance Clause of Listing Agreement. The Company has not implemented the non‐mandatory requirements enlisted by way of annexure to Clause 49 of the Listing Agreement except the constitution of Remuneration Committee.
(F) Means of Communication:
(i) The quarterly results as well as the proceedings of the Annual General Meeting are submitted to the BSE Limited. The results are generally published in Business Standard and Mumbai Lakshdeep. Further the results are also available on the web‐site of the Company www.dynamicmicrosteppers.com together with other news releases.
(ii) No presentations were made to the institutional investors or to analysts during the year under review.
(iii) The Management Discussion and Analysis Report forms part of this Annual Report.
(G) Certificate on Corporate Governance: As required by Clause 49 of the Listing Agreement, a Certificate issued by M/s. Rathi & Associates, Practicing Company Secretaries, regarding compliance of conditions for Corporate Governance is given as an annexure to the Directorsʹ Report.
(H) CEO Certification:
As required by Clause 49 of the Listing Agreement, the CEO i.e. the Chairman and Managing Directorʹs certification is annexed to this Annual Report.
The Company proposes to delist its shares from other Regional Stock Exchanges viz. Cochin Stock Exchange, Kolkata Stock Exchange and Ahmedabad Stock Exchange after complying with the conditions of delisting guidelines.
(v) Code no. & ISIN No BSE Code: 531330 ISIN: INE443N01017 (vi) Listing Fees The Company has made the payment of
annual listing fees for the year 2013‐14. (vii) Disclosures regarding re‐
appointment of Directors Pursuant to the provisions of Sections 255 & 256 of the Companies Act, 1956, Ms. Kairavi Naik and Mr. Vishal Talpade shall retire by rotation at the forthcoming Annual General Meeting. The Board has recommended the respective to the shareholders. The detailed resume of directors to be appointed/re‐appointed is provided in the notice of the Annual General Meeting.
(viii) Stock Market price data Trading of the Company’s shares is suspended due to pending listing compliances.
(ix) Registrar & Share Transfer Agent
Link Intime India Private Limited. C‐13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai‐400078 Tel: 022 25963838 Fax: 022‐25946969 Website: www.linkintime.co.in E‐mail ID: [email protected]
(x) Share Transfer System Shares sent for physical transfer are generally registered and returned within a period of 30 days from the date of receipt, if the documents are proper in all respects. The Shareholders / Investors Grievance Committee meets as often as required. As per the revised Clause 49 of the Listing Agreement and to expedite the process of share transfers, the Board has delegated the powers of share transfers and related
matters to Mr. Ashwin Shah shall attend to share transfer formalities at least once in a fortnight.
(xi) Category of shareholders
No. of Equity Shares Shares Number % of shareholders Promoter Holding Indian Promoters 949,400 27.53%Foreign Promoters ‐‐ ‐‐
Total 949,400 27.53%Non Promoter Holding FII ‐‐ ‐‐DII 15,000 0.43%Other Non‐institutional Investors
24,84,400 72.04%
Custodians ‐‐ ‐‐Total 34488100 100%
(xii) Distribution of Shareholding
Distribution of Shareholding is as under:
No. of Equity Shares held
Shareholders Shares Number % Amount (Rs.) %
1 ‐ 5000 1260 78.75 2195500 6.366 5001 ‐ 10000 138 8.625 1239000 3.593 10001 ‐ 20000 63 3.938 1006000 2.917 20001 ‐ 30000 28 1.75 719500 2.086 30001 ‐ 40000 12 0.75 441500 1.28 40001 ‐ 50000 5 0.313 240500 0.697 50001 ‐ 100000 19 1.188 1584000 4.593 100001 and above 75 4.688 27062000 78.468 TOTAL 1600 100.00 34488000 100.00
(xiii) Physical and Demat Shares
Physical and Demat Shares as on 31st March, 2013
PARTICULARS No. of Shares Percentage
No. of Shares held by CDSL 600 0.02No. of Shares held by NSDL NIL NILPhysical Shares 3,448,200 99.98Total 3,448,800 100
(xiv) Outstanding GDRs /ADRs /
Warrants or any Convertible Instruments, conversion date and likely impact on equity
There are no outstanding GDRs / ADRs / Warrants or any convertible instruments.
(xv) Address for Correspondence Dynamic Microsteppers Limited 105, Flyover Apartment, Teli Gali, Andheri (East) Mumbai 400 069 Tel No.: 022‐26831570 Fax No.: 022‐26840528 E‐mail ID: [email protected]‐site: www.dynamicmicrosteppers.com
(xvi) Plant location The Company does not have any plant Place: Mumbai sd/‐ Dated: 30th May, 2013 Ashwin Shah Code of Conduct Declaration Pursuant to Clause 49 I (D) of the Listing Agreement entered into with the Stock Exchange, I hereby declare that all the Board members and senior management personnel of the Company have affirmed compliances with the Code of Conduct for the year ended 31st March, 2013. Place: Mumbai sd/‐ Dated: 30th May, 2013 Ashwin Shah
(I) General Information:
(i) General Shareholdersʹ Information
Annual General Meeting Day & Date: Time Venue:
Saturday, 28th September 2013 9.00 a.m. 105, Flyover Apartment, Teli Gali, Andheri (East) Mumbai – 400 069
(ii) Financial Calendar
1st April, 2012 to 31st March, 2013.
Financial reporting: (tentative and subject to change) For the quarter ended 30th June 2013 For the quarter ended 30th September 2013 For the quarter ended 31st December 2013 For the year ended 31st March 2014 AGM for the Financial year ended 31st March 2014
By 14th August 2013 By 14th November 2013 By 14th February 2014 By 30th May 2014 By 30th September 2014
(iii) Book Closure dates: Saturday, 21st September, 2013 to Saturday, 28th September, 2013 (both days inclusive)
(iv) Shares are listed at The shares of the Company are listed on: 1. BSE Limited 2. Cochin Stock Exchange 3. Kolkata Stock Exchange 4. Ahmedabad Stock Exchange However due to non compliance of the respective Listing Agreements the said shares are under suspension.
Certificate on Corporate Governance To The Members of Dynamic Microsteppers Limited We have examined the compliance of conditions of Corporate Governance by Dynamic Microsteppers Limited (ʺthe Companyʺ) for the year ended 31st March, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinations were limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we state that the Company has not adequately complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For and on behalf of Rathi & Associates Company Secretaries Jayesh Shah Partner (C.P NO. 2535) Place: Mumbai Dated: 30th May, 2013
SECRETARIAL COMPLIANCE CERTIFICATE FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2013 IN RESPECT OF DYNAMIC MICROSTEPPERS LIMITED. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ CIN: L45206MH1985PLC036261 Nominal Capital: Rs. 50,000,000/‐ Paid‐up Capital: Rs. 34,488,000/‐ To, The Members Dynamic Microsteppers Limited Mumbai We have examined the registers, records, books, and papers of Dynamic Microsteppers Limited (“the Company”) as required to be maintained under the Companies Act, 1956, (“the Act”) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March, 2013 (“financial year”). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure
‘A’ to this certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.
2. The Company has filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under except as otherwise stated.
3. The Company, being a Public Limited Company comments are not required.
4. The Board of Directors duly met Five times respectively on 26th April, 2012, 30th May, 2012, 13th August 2012, 14th November, 2012 and 14th February, 2013 and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
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5. The Register of Members was closed from 22nd September, 2012 to 28th September, 2012 during the financial year under scrutiny.
6. The Annual General Meeting for the financial year ended on 31st March, 2012 was held on 28th September, 2012 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.
7. No Extra‐ordinary General Meeting was held during the year under scrutiny.
8. The Company has not advanced any loans to its directors or persons or firms or Companies referred to under Section 295 of the Act during the year under scrutiny.
9. The Company has not entered into transactions falling within the purview of Section 297 of the Act.
10. The Company has made necessary entries in the Register maintained under Section 301 of the Act.
11. As there were no instances falling within the purview of Section 314 of the Act, and hence the Company was not required to obtain any approvals from Board of Directors, Members or Central Government.
12. The Company has not issued any duplicate Share Certificates during the financial year under scrutiny.
13.
(i) The share certificates received for transfer of shares by the Company’s Registrar and Share Transfer Agents were delivered within the prescribed time limit. There was no allotment transmission of securities during the year under scrutiny.
The Company:
(ii) was not required to deposit any amount in a separate Bank Account as no dividend was declared during the financial year.
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(iii) was not required to post warrants to members of the Company as no dividend was declared during the financial year.
(iv) was not required to transfer any amount to the Investor Education and Protection Fund.
(v) has duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. Mr. Lalit Shah resigned from the Board of the Company on 26th April, 2012.
There were no other appointments of additional directors, alternate directors and directors to fill casual vacancy in the financial year under scrutiny.
15. The Company has not appointed any Managing Director/ Whole‐time Director during the financial year under scrutiny.
16. The Company has not appointed any sole selling agents during the financial year under scrutiny.
17. The Company was not required to obtain any approval of the Central Government, Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year under scrutiny.
18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.
19. The Company has not issued any Shares, Debentures or other Securities during the financial year under scrutiny.
20. The Company has not bought back any shares during the financial year under scrutiny.
21. There were no outstanding Preference shares / Debentures, hence there was no redemption of preference shares or debentures during the year
22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.
23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year under scrutiny.
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24. The amount borrowed by the Company during the financial year is within the borrowing limits approved by the members of the Company pursuant to the provisions of Section 293 (1) (d) of the Act.
25. The Company has not made any loans and advances or given guarantees or provided Securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.
26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company’s Registered Office from one State to another during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with respect to the Objects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of Memorandum with respect to Name of the Company during the year under scrutiny.
29. The Company has not altered the provisions of the Memorandum with respect to Share Capital of the Company during the year under scrutiny.
30. The Company has not altered its Articles of Association during the financial year under scrutiny.
31. The There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act under scrutiny.
32. The Company has not received any money as security from its employees during the financial year under scrutiny.
33. The Company was not required to deduct any contribution towards Provident Fund during the financial year under scrutiny.
For RATHI & ASSOCIATES COMPANY SECRETARIES
sd/‐
JAYESH M. SHAH PARTNER
Place: Mumbai C P No.:2535 Date: 30th May, 2013 F.C.S No: 5637
DYANAMIC MICROSTEPPERS LIMITED
“Annexure A”
Statutory Registers as maintained by the Company:
1. Register of Members u/s.150.
2. Register of Directors, Managing Director, Manager and Secretary u/s.303.
3. Register of Directors Shareholdings u/s.307.
4. Register of Disclosures of Interest by Directors u/s. 301(3).
5. Minutes Book u/s. 193.
6. Register of Contracts u/s 301.
7. Register of Investments u/s. 372A. Other Registers: 1. Register of Transfers. 2. Register of Applications and Allotments.
“Annexure B” DYANAMIC MICROSTEPPERS LIMITED
Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ended 31st March 2013.
Sr. No.
Form No./ Return
Filed under Section
For Date of Filing
Whether filed within prescribed time Yes/No
If delay in filing whether requisite additional fee paid Yes/No
1. e‐Form 66 383A Secretarial Compliance Certificate for the year ended 31st March, 2012.
15/04/2013 No Yes
2 e‐Form 32 303(2) Resignation of Mr. Lalit Shah from the Board of Directors of the Company w.e.f. 26th April, 2012.
26/04/2012 Yes N.A
3. e‐Form 23AC‐XBRL & e‐Form 23ACA‐XBRL
220 Filing of the Audited Balance Sheet as at 31st March, 2012 and the Statement of Profit and Loss for the year ended on that date together with the Notes and Annexure thereto.
19/04/2013 No Yes
Note: The Company has not filed Annual Return made up to 28th September, 2012 in e‐Form 20B with the Registrar of Companies, Maharashtra, Mumbai.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENTS The Companyʹs main activities fall within the infrastructure industry. The Industry gets projects mainly from government tenders at state and centre level, private bodies and civic bodies. All the bodies have their stipulated norms / criteria for awarding the work contract.
The economic conditions of the Country, government infrastructure program, outlay of the government for the infrastructure etc. have direct impact on the Companyʹs operations. The Industry has bounced back and is on the track of slow but gradual improvement.
OPPORTUNITIES AND THREATS The improvement in global economy and liquidity situation coupled with the stimulus packages offered by the Indian and various Governments provides an opportunity for growth for infrastructure sector. With increase in cost of inputs and overall inflation has vital impact on the Sector and likely spill over the effect in the current financial year.
SEGMENT‐WISE OR PRODUCT‐WISE PERFORMANCE The Company operates in One Segment.
OUTLOOK The Company is in the process of reviving its operations by commencement of business within the available means. Presently net worth of the Company has been eroded fully hence the prime object to bring back the Company out of the negative zone by infusing funds and brining business to enable to sustain in the tough competitive market conditions.
RISKS AND CONCERNS As the Company is revamping its entire operations and business, it is in the process of forming risk management framework in place. The proposed process will ensure implementation of control measures and arriving at desired measures considering the risk appetite of the Company.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE The Company has not carried out any operations during the financial year 2012‐13. The Company is expected to be out of negative results in couple of yearsʹ time.
CAUTIONARY STATEMENT Some of the statements in this Management Discussion and Analysis describing Companyʹs objectives, projections, estimates and expectation may be forward looking statement within the meaning of applicable laws and regulations. Actual result might differ substantially or materially from those expressed or implied.
DYNAMIC MICROSTEPPERS LIMITED
Registered Office: 105, Flyover Apartment Telli Galli Andheri (East Mumbai – 400 069
ATTENDANCE SLIP I hereby record my presence at the 28th Annual General Meeting of the Company, on Saturday, 28th September, 2013 at 105, Flyover Apartment, Telli Gali, Andheri (East), Mumbai – 400 069 at 9.30 a.m Name of the Member / Proxy/Representative: _____________________________________ Signature of the Member/Proxy/ Representative:___________________________________ Folio No._______________________ No. of shares held: ___________________________ Client ID.No.____________________ DP.ID No.___________________________________ NOTE: Member/joint Member/Proxy/Representative attending the Meeting must fill-in this Attendance Slip and hand it over at the entrance of the venue of this Meeting.
DYNAMIC MICROSTEPPERS LIMITED Registered Office: 105, Flyover Apartment Telli Galli Andheri (East Mumbai – 400 069
PROXY FORM
I/We________________________________________________________________________
of___________________________________________________________________________
being a member/ members of DYNAMIC MICROSTEPPERS LIMITED hereby appoint Mr./Ms.
___________________________________ of________________________________________
or failing him/her Mr./Ms. ________________________________ of______________________
as my/our Proxy to attend and vote for me/us and on my/ our behalf at the 28th Annual General Meeting of the Company to be held on Saturday, 28th September, 2013 at 105, Flyover Apartment, Telli Gali, Andheri (East), Mumbai – 400 069 at 9.30 a.m. and at any adjournment thereof. Folio No._______________________ No. of shares held: ___________________________ Client ID.No.____________________ DP.ID No.___________________________________ Signed on this ________ day of ___________2013.
Note: The Proxy form duly completed and signed must be deposited at the Registered Office of the Company not later than 48 hours before the time for holding the Meeting. (Signature)
Affix Re. 1
Revenue Stamp