DYNAMIC - Bombay Stock Exchange · DYNAMIC MICROSTEPPERS LIMITED Regd. Off. : 105, Flyover...

DYNAMIC MICROSTEPPERS LIMITED 29TH ANNUAL REPORT 2013‐14

DYNAMIC MICROSTEPPERS LIMITED

‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐TWENTY NINTH ANNUAL REPORT 2013‐14‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

Board of Directors: Mr. Harshad Shah Mr. Vrushabh Patil

Mr. Ashwin Shah Ms. Kairavi Naik

Mr. Vishal Talpade

AUDITORS:

SHARE REGISTRARS:

REGISTERED OFFICE:

M/s. P. JASANI & ASSOCIATES 4/K, VIJAY CHAMBERS, 4th FLOOR, OPP. DREAMLAND CINEMA, OFF RAJA RAMMOHAN ROY ROAD, MUMBAI‐ 400 004 Tel: 2386 0244

M/s. LINK INTIME INDIA PRIVATE LIMITED C‐13, PANNALAL SILK MILLS COMPOUND, L.B.S. MARG, BHANDUP (WEST), MUMBAI‐ 400 078 Tel: 022‐25963838 Fax: 022‐25946969

105, FLYOVER APARTMENT, TELI GALLY, ANDHERI (EAST), MUMBAI‐ 400 069 Tel: 022‐26831570 Fax: 022‐26840528 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‐2014 MANAGEMENT DISCUSSION ANALYSIS REPORT AUDITORS’S REPORT BALANCE SHEET PROFIT & LOSS ACCOUNT CASH FLOW STATEMENT NOTES TO ACCOUNTS SCHEDULES

DYNAMIC MICROSTEPPERS LIMITED Regd. Off. : 105, Flyover Apartment, Teli Gally, Andheri (East), Mumbai‐400 069

CIN: L45206MH1985PLC036261 Tel. (022) 26831570 Fax. (022) 26840528

Email Address: [email protected]

Web Site: www.dynamicmicrosteppers.com

NOTICE

Notice is hereby given that the 29th Annual General Meeting of the Members of DYNAMIC MICROSTEPPERS LIMITED will be held on Tuesday 30th September, 2014 at 103, Flyover Apartment, Teli Gally, Andheri (East), Mumbai – 400 069 at 9.00 a.m. to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the

Statement of Profit and Loss Account for the financial year ended March 31, 2014 together with the Reports of Directors and Auditors thereon.

2. To appoint Director in place of Mr. Ashwin Shah (DIN: 03115009) who retires by rotation

and being eligible, offers himself for re‐appointment. 3. To appoint Director in place of Mr. Harshad Shah (DIN: 03108547) who retires by rotation

and being eligible, offers himself for re‐appointment. 4. To appoint M/s. P. Jasani & Associates, Chartered Accountants (Firm Registration

No.116628W) the retiring Auditors as the Statutory Auditors of the Company, to hold office for a period of Five years from the conclusion of this meeting until the conclusion of the 34th Annual General Meeting subject to ratification of their appointment by the Shareholders of the Company at every Annual General Meeting during the said tenure of five years and to authorize the Board of Directors to fix their remuneration.

SPECIAL BUSINESS: 5. To consider and, if thought fit, to pass, with or without modification[s], the following

resolution as a Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re‐enactment thereof, for the time being in force), Ms. Kairavi Naik (DIN: 03614248), Director of the Company in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013,





proposing her candidature for the office of Director, be and is hereby appointed as Independent Director of the Company to hold office up to March 31, 2019.”

6. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re‐enactment thereof, for the time being in force), Mr. Vrushabh Patil (DIN: 02306524), Director of the Company in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and is hereby appointed as Independent Director of the Company to hold office up to March 31, 2019.”

7. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re‐enactment thereof, for the time being in force), Mr. Vishal Talpade (DIN: 03627072), Director of the Company in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director, be and is hereby appointed as Independent Director of the Company to hold office up to March 31, 2019.”

8. To consider and, if thought fit, to pass, with or without modification[s], the following resolution as an Special Resolution:

"RESOLVED THAT the consent of the members be and is hereby granted in terms of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re‐enactment thereof for the time being in force) to the Board of Directors of Company to mortgage, pledge, hypothecate or charge, in addition to the existing mortgages, hypothecation(s) and charges created/to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and/or immovable properties/assets of the Company, both present and future, and/or the whole or any part of the undertaking or undertakings of the Company, for securing





the borrowings of the Company availed by way of loan (Term loans/Working Capital facilities/External Commercial Borrowings and securities/Debentures/Vehicle Loan), the aggregate value of which shall not exceed Rs. 50,00,00,000/‐ (Rupees Fifty Crore Only) from Financial Institutions/Banks and other agencies/Parties, issued/to be issued by the Company from time to time together with interest, additional interest, liquidated damages, commitment charges, premium on prepayment or on redemption and all other costs, charges and expenses including any increase as a result of devaluation/ revaluation/fluctuation in the rates of exchange and all other moneys payable by the Company in terms of the Loan Agreement(s), Debenture Trust Deed (s) or any other document, entered into/to be entered into between the Company and the lender(s)/Agent(s) and Trustee(s) in respect of the said loans/borrowing/ debentures and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors or Committee thereof and the lenders/Agents/Trustees." “RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to finalize, settle and execute such documents/ deeds/ writings/ papers and Agreements as may be required and to take all necessary steps and do all necessary things in this regard in order to comply with all the legal and procedural formalities and further to authorize any of its Committee(s)/ Director(s) or any Officer(s) of the Company to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable."

9. To consider and, if thought fit, to pass, with or without modification[s], the following resolution as an Special Resolution:

"RESOLVED THAT the consent of the members be and is hereby granted in terms of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re‐enactment thereof, for the time being in force) to the Board of Directors to borrow from time to time all such sum(s) of money (including External Commercial Borrowings in foreign denominated currencies from any foreign sources/foreign countries as prescribed by statutory guidelines, if any, in this regard) in such manner as may be deemed necessary and prudent for the purposes of the Company, notwithstanding that the money(s) to be borrowed together with the money(s) already borrowed by the Company and outstanding (apart from the temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid‐up capital and free reserves of the Company i.e. reserves not set apart for any specific purposes, provided that the total





amount borrowed by the Board of Directors shall not, at any time, exceed the limit of Rs. 50,00,00,000/‐ (Rupees Fifty Crore Only)

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to take all necessary steps and do all necessary things in order to comply with all the legal and procedural formalities and to do all such acts, deeds or things incidental or expedient thereto and as the Board may think fit and suitable. ”

By order of the Board of Directors Place: Mumbai ASHWIN SHAH Dated: 1st September, 2014 Director

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

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent of total share capital of the Company. A member holding more than ten percent, of total share capital of the Company may appoint a single person as proxy and such person shall not act as proxy for any other member.

The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/ authority, as applicable.





2. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

3. Members attending the Annual General Meeting (AGM) of the Company are requested

to bring their copy of this Annual Report and duly filled in Attendance Slip to the Meeting.

4. The Register of Members and Transfer Books of the Company will be closed from

Monday, 22nd September, 2014 to Tuesday, 30th September, 2014; both days inclusive.

5. Relevant documents referred to in the accompanying Notice and the Statements are open for inspection by the members at the Registered Office of the Company on all working days, during business hours up to the date of the Meeting.

6. Brief profile of Directors proposed to be appointed/re‐appointed, nature of their

expertise in specific functional areas, names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, shareholding and relationships between directors inter‐se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Corporate Governance Report forming part of the Annual Report.

7. A Statement pursuant to Section 102 of the Companies Act, 2013, relating to the

Special Business to be transacted at the Meeting is annexed hereto.

8. In accordance with the provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, this Notice and the Annual Report of the Company for the financial year 2013‐14 shall be sent to the Members who have their details registered with the Company’s Registrars and Share Transfer Agent (in respect of shares held in physical form) or with their Depository Participants (DPs) (in respect of shares held in electronic form) and made available to the Company by NSDL and CDSL.

9. Members are requested to hand over the enclosed Attendance Slip, duly filled in and

signed in accordance with their specimen signature(s) registered with the Company for admission to the AGM hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID Numbers for identification.





10. Members desiring any information on the accounts are requested to write to the Company at least seven days in advance of the AGM. Further, those members who have change in their Contact Details including e‐mail ID, are requested to approach the Company’s Registrar and Share Transfer Agent (Link Intime India Private Limited)/ Depository (Central Depository Services (India) Limited) for changing the same.

11. Members can opt for only one mode of voting i.e. either by physical ballot or through

e‐voting. If Members opt for e‐voting then do not vote by Physical Ballot or vice versa.

12. Mr. Jayesh M. Shah, Practising Company Secretary (Membership No. 5637) has been appointed as the Scrutinizer to scrutinize the e‐voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding twenty (20) working days from the conclusion of the e‐voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

In terms of the provisions of Section 107 of the Companies Act, 2013, since the resolutions as set out in this Notice are being conducted through e‐voting or physical Ballot, the said resolutions will not be decided on a show of hands at the AGM. The voting right of all shareholders shall be in proportion to their share in the paid up equity share capital of the Company as on the cut‐off date i.e. 19th September 2014. The instructions for shareholders voting electronically are as under:

i. The voting period begins on 9.30 a.m. on Thursday 25th September 2014 and ends on 5.30 p.m. of Friday 26th September 2014. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut‐off date, may cast their vote electronically. The e‐voting module shall be disabled by CDSL for voting thereafter.

ii. The shareholders should log on to the e‐voting website www.evotingindia.com during

the voting period. iii. Click on “Shareholders” tab.

iv. Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”





v. Now Enter your User ID

• For CDSL: 16 digits beneficiary ID, • For NSDL: 8 Character DP ID followed by 8 Digits Client ID, • Members holding shares in Physical Form should enter Folio Number registered with the

Company. vi. Next enter the Image Verification as displayed and Click on Login.

vii. If you are holding shares in demat form and had logged on to www.evotingindia.com

and voted on an earlier voting of any Company, then your existing password is to be used.

viii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha‐numeric *PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter

the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.





DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

ix. After entering these details appropriately, click on “SUBMIT” tab.

x. Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e‐voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

xi. For Members holding shares in physical form, the details can be used only for e‐voting

on the resolutions contained in this Notice. xii. Click on the EVSN for the relevant <Company Name> on which you choose to vote. xiii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. xv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.





xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvii. You can also take out print of the voting done by you by clicking on “Click here to print”

option on the Voting page. xviii. If Demat account holder has forgotten the same password then Enter the User ID and

the image verification code and click on Forgot Password & enter the details as prompted by the system.

xix. Note for Non‐Individual Shareholders & Custodians:

• Non‐Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to https://www.evotingindia.co.in and register themselves as Corporate or Custodians.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to [email protected].

• After receiving the login details they have to create compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they

have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xx. In case you have any queries or issues regarding e‐voting, you may refer the Frequently

Asked Questions (“FAQs”) and e‐voting manual available at www.evotingindia.co.in under help section or write an email to [email protected]

13. The shareholders can also access the Annual Report 2013‐14 of the Company circulated

to the Members of the Company and other information about the Company on Company’s website, i.e., www.dynamicmicrosteppers.com or on BSE’s web‐site: www.bseindia.com.





Pursuant to Clause 49 of Listing Agreement with the Stock Exchanges, following information is furnished in respect of Directors proposed to be appointed/re‐appointed at the ensuing Annual General Meeting. Name Mr. Ashwin

Shantilal Shah

Mr. Harshad Shantilal Shah

Mr. Vrushabh Tryambak Patil

Ms. Kairavi Mukesh Naik

Mr. Vishal Sundeep Talpade

Age

54 years

56 years 29 years 26 years 26 years

Qualification B.Sc D.C.E. Architect B. Com B. Com Date Of Appointment

21/07/1997 21/07/1997 08/04/2011

08/04/2011 08/04/2011

Nature of Expertise

Financial Management

Marketing Construction field

Financial Management

Marketing

Experience 24 years 25 years 4 years 4 years 4 years

Names of Other Companies in which holds Directorship*

Nil Nil Nil Nil Nil

Chairmanship / Membership of Committees of the Board of other Companies

Nil

Nil Nil Nil Nil

Shareholding in the Company

61,950 13,850 Nil Nil Nil

* Directorship in Private Companies, Foreign Companies and Non‐profit organizations, if any, are excluded.





EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 5 to 7: Pursuant to Sections 149 and 152 and Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, it is proposed to appoint Ms. Kairavi Naik, Mr. Vrushabh Patil and Mr. Vishal Talpade as Independent Directors of the Company for a period up to March 31, 2019 and that they shall not be liable to retire by rotation. The Company has received notices, pursuant to Section 160 of the Companies Act, 2013, from a member proposing the appointment of aforesaid persons as Independent Directors respectively. A brief profile of all the aforesaid Independent Directors, nature of their expertise in specific functional areas and names of Companies in which they hold directorship and membership / chairmanship of Board Committees, shareholding and relationship between directors inter‐se as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges, are provided in the Corporate Governance Report forming part of the Annual report. In the opinion of the Board, the Independent Directors fulfill the conditions specified in Sections 149 and 152 and Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2013 and Clause 49 of the Listing Agreement and such Independent Directors are Independent of the management. Further, all the aforesaid Independent Directors have given a declaration to the Board of Directors to the effect that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and are not disqualified from being appointed as a Director in terms of Section 164 of the Act. The Board of Directors believes that vast experience and knowledge of the aforesaid directors shall be beneficial for the progress of the Company. Hence, in the interest of the Company, the Board recommends the appointment of Ms. Kairavi Naik, Mr. Vrushabh Patil and Mr. Vishal Talpade as Independent Directors as set out at Item Nos. 5 to 7 of the Notice. Upon the confirmation of the appointment of these individuals as Independent Directors by the Members of the Company, the appointment shall be formalized by the issuing a letter of appointment by the Company to the said Independent Directors. Save and except Ms. Kairavi Naik, Mr. Vrushabh Patil and Mr. Vishal Talpade and their relatives in their respective appointments, none of the other Directors, Key Managerial Personnel or their relatives are concerned or interested financially or otherwise in the proposed Ordinary





Resolutions as set out at Item Nos. 5 to 7 of the Notice. This explanatory statement may also be regarded as disclosure under Clause 49 of the Listing Agreement. Item No. 8 & 9: Pursuant to the provisions of Section 180(1)(a) and Section 180(1)(c) of the Companies Act, 2013, notified by the Ministry of Corporate Affairs vide Notification dated 12th September 2013, the Board of Directors of the Company, in order to Pledge, Mortgage and Hypothecate movable and immovable assets of the Company and to borrow loans (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) in excess of the aggregate of its paid up capital and free reserve requires approval from its Shareholders by way of Special Resolution. Thus, in order to facilitate the Board with the power to borrow funds from time to time to the tune of Rs. 50,00,00,000/‐ (Rupees Fifty Crore Only) by way of availing loans (Term loans/Working Capital facilities/External Commercial Borrowings and securities/Debentures/ Vehicle Loan, etc.), as may be required from time to time, and also to facilitate the Board to mortgage, pledge, hypothecate or charge, in addition to the existing mortgages, hypothecations and charges created/to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and/or immovable properties/assets of the Company, both present and future, and/or the whole or any part of the undertaking or undertakings of the Company, for securing the borrowings of the Company availed by way of loan as aforesaid, the aggregate value of which shall not exceed Rs. 50,00,00,000/‐ (Rupees Fifty Crore Only) from Financial Institutions/Banks and other agencies/Parties, issued/to be issued by the Company from time to time. The proposal outlined above is in the interest of the Company and the Board recommends the resolution set out in the accompanying Notice for your approval.





None of the persons specified in Section 102 of the Companies Act, 2013 namely the Promoters, Directors, Key Managerial Persons, Relatives of Promoters, Directors and Key Managerial Persons or the entities comprising the interest of Promoters, Directors or Key Managerial Persons are concerned or interested in the above resolutions except to the extent of their shareholding in Company, if any.

By order of the Board of Directors Place: Mumbai ASHWIN SHAH Dated: 1st September, 2014 Director

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

DIRECTORS’ REPORT To, The Members, Your 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

31st March 2014Year ended

31st March 2013

Total Income ‐ ‐Less: Administrative and Other Expenses 630,524 507,060Profit/ (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.

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 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

CORPORATE GOVERNANCE REPORT (A)Company’s 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 Company’s 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, 2014 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 # Chairmanship include Audit Committee and Shareholders / Investors Grievance Committee’s membership only &Mr. John Puthusseri resigned on 12th May, 2014. Board Meetings and Attendance of Directors During the year ended 31st March, 2014 4 (Four) meetings of the Board of Directors were held i.e. on 30th May, 2013, 12th Aug, 2013, 14th Nov, 2013, 5th Feb, 2014. Table hereunder gives the attendance record of the Directors at the Board Meetings held during 2013-‐14 and the last AGM:

Name of the Director No. of Board Meetings attended of 4 (Four) Meetings

held

Whether attended last

AGM

Mr. Harshad Shah 4 Yes Mr. Ashwin Shah 4 Yes Mr. John Puthusseri 4 Yes Mr. Vrushabh Patil 4 Yes Ms. Kairavi Naik 4 Yes Ms. Vishal Talpade 4 Yes

The Company has not paid any remuneration or sitting fees to any of its Directors.

(C) Board Committees Currently, the Board has three Committees -‐ the Audit Committee, the Stakeholder Relationship Committee (Shareholders’/Investors’ Grievance Committee) and the Nomination and Remuneration Committee (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 Nomination and Remuneration Committee (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 “Committee”) is to monitor and provide effective supervision of the management’s 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 (“BoD”). 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 31st March, 2014, the Audit Committee comprised of Four Directors of which Three Directors were Non-‐executive Independent Directors and One Non-‐executive Promoter Director. All the members of the Committee are financially literate and can read the balance sheet.

(d) Audit Committee Meetings and Attendance during the financial year ended 31st March, 2014

During the financial year ended 31st March, 2014, Four Audit Committee Meetings were held i.e. on 30th May, 2013, 12th August, 2013, 14th November, 2013 and 5th February 2014. 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 (Firm Registration No.116628W), as the Statutory Auditors of the Company for the a period of five years from the conclusion of this meeting until the conclusion of the 34th Annual General Meeting.

Nomination and Remuneration Committee (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 2014, the Committee comprised of the following members:

Names Designation 1. Mr. Vrushabh Patil Chairman

2. Ms. Kairavi Naik Independent Director

3. Mr. Vishal Talpade Independent Director

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 2013-‐14 Stakeholder Relationship Committee (Shareholders’ / Investors’ Grievances Committee) Stakeholder Relationship Committee (Shareholders’ / Investors’ Grievances Committee) comprised of three members viz. Mr. Ashwin Shah, Mr. Vrushabh Patil and Mr. Vishal Talpade. The Committee is authorized to look into the Share transfer matters, review and record shareholders grievances, etc, if any, and monitor the work of the Registrar and Share Transfer Agent, Link Intime India Pvt Ltd with regard to the activities authorized/delegated upon them for transfer of shares and issue of duplicate Share Certificate(s) etc inter alia other numerous activities.

During the year under review, four meetings of Stakeholder Relationship Committee (Shareholders’ / Investors’ Grievances Committee) were held which were attended by the members hereunder: Sr. No

Name of Directors No. of Meetings held

No. of Meetings attended

1. Mr. Ashwin Shah 4 4 2. Mr. Vrushabh Patil 4 4 3. Mr. Vishal Talpade 4 4

Among other functions, the Committee looks into redressal of shareholders 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 no meetings of the Committees were held. During the year under review, there were transfers of Equity Shares held in physical form and the Shares sent for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are proper in all respects.

(D) General Body Meetings:

Details of last three Annual General Meetings are given hereunder: Year Date Venue Time 2013 28/09/2013 105, Flyover Apartment, Teli Gali,

Andheri (East) Mumbai – 400 069 9.30 a.m.

2012 28/09/2012 105, Flyover Apartment, Teli Gali, Andheri (East) Mumbai – 400 069

9.00 a.m.

2011 30/09/2011 105, Flyover Apartment, Teli Gali, Andheri (East) Mumbai – 400 069

11.00 a.m.

Special Resolution: No Special resolution was 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 Resolution was passed or is proposed to be 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. No penalty / strictures has been imposed by the Stock Exchange, SEBI or any other statutory authority on any matter related to capital markets, during the last three years.

(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 Company’s personnel have access to the Chairman of the Audit Committee in cases such as concerns about unethical behaviour, frauds and other grievances. 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 The Financial Express, 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 Director’s Report.

(H) CEO Certification: As required by Clause 49 of the Listing Agreement, a certificate signed by Mr. Ashwin Shah on the compliance of Company’s Code of Conduct received from the Company’s Board of Directors is annexed to this Annual Report.

(I) General Information:

(i) General Shareholder’s Information

Annual General Meeting Day & Date: Time: Venue:

Tuesday 30th September,2014 9.00 am 103, Flyover Apartment, Teli Gali, Andheri (East) Mumbai – 400 069

(ii) Financial Calendar 1st April, 2013 to 31st March, 2014. Financial reporting:

(tentative and subject to change) For the quarter ended 30th June 2014 For the quarter ended 30th September 2014

By 14th August 2014 By 14th November 2014

For the quarter ended 31st December 2014 For the year ended 31st March 2015 AGM for the Financial year ended 31st March 2015

By 14th February 2015 By 30th May 2015 By 30th September 2015

(iii) Book Closure dates: Monday 22nd September, 2014 to Tuesday 30th September, 2014 (both days inclusive)

(iv) Shares are listed at The shares of the Company are listed on: 1. BSE Limited 2. Cochin Stock Exchange (CHSE) 3. Kolkata Stock Exchange (CSE) 4. Ahmedabad Stock Exchange (ASE) However due to non compliance of the CSE Listing Agreements the said shares are under suspension, under CHSE the said shares are inactive. The Company proposes to delist its shares from other Stock Exchange viz. CHSE, CSE and ASE 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 to BSE Limited for the year 2014-‐15.

(vii) Disclosures regarding reappointment of Directors

Pursuant to the provisions of Sections 152 of the Companies Act, 2013, Mr. Harshad Shah and Mr. Ashwin Shah 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 There was no Trading in shares of the company on the stock exchanges during

financial year 2013-‐2014. (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 15 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 Holdings Indian Promoter 949,400 27.53% Foreign Promoter -‐-‐-‐ -‐-‐-‐

Total 949,400 27.53% Non Promoter Holding FII -‐-‐-‐ -‐-‐-‐ DII 14000 0.41% Other Non-‐institutional Investors

2485400 72.07%

Custodians -‐-‐-‐ -‐-‐-‐

(xii) Distribution of Shareholding Distribution of Shareholding is as under:

No. of Equity Shares held

Shareholders Shares Number % Amount (Rs.) %

1 -‐ 500 1261 78.8125 220450 6.3921 501 -‐ 1000 137 8.5625 123300 3.5752 1001 -‐ 2000 60 3.7500 95100 2.7575 2001 -‐ 3000 27 1.6875 69450 2.0137 3001 -‐ 4000 12 0.7500 44150 1.2802 4001 -‐ 5000 5 0.3125 24050 0.6973 5001 -‐ 6000 19 1.1875 158400 4.5929

10001 -‐ ****** 79 4.9375 2713900 78.6911 TOTAL 1600 100.0000 3448800 100.0000

(xiii) Physical and Demat Shares Physical and Demat Shares as on 31st March, 2014 Particulars No. of Shares Shares Percentage No. of Shares held by CDSL 47100 1.37 No. of Shares held by NSDL Nil Nil Physical Shares 3,401,700 98.63 Total 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] Web-‐site: www.dynamicmicrosteppers.com

(xvi) Plant location The Company does not have any plant

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, 2014. Place: Mumbai sd/-‐ Dated: 1st September, 2014 Ashwin Shah Director & Compliance Officer

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 Company"ʺ) for the year ended 31st March, 2014, 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 entered into with the Stock Exchanges. 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 sd/-‐ JAYESH SHAH PARTNER (C.P NO. 2535) Place: Mumbai Dated: 29th May, 2014

SECRETARIAL COMPLIANCE CERTIFICATE FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2014 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 register, records, books and papers of Dynamic Microsteppers Limited (“the Company”) as required to be maintained under the Companies Act, 1956 (“the Act”) and the Sections notified by the Ministry of Corporate Affairs of the Companies Act, 2013 (“the new Act”), and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended 31st March, 2014 (“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.

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4. The Board of Directors duly met Four times respectively on 30th May, 2013, 12th August, 2013, 14th November, 2013 and 5th February, 2014 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.

5. The Register of Members was closed from 21st September, 2013 to 28th

September, 2013 during the financial year under scrutiny.

6. The Annual General Meeting for the financial year ended on 31st March, 2013 was held on 28th September, 2013 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 Companies Act, 1956 during the period upto 11th September, 2013 and under Section 185 of the new Act during the period commencing from 12th September, 2013 upto 31st March, 2014.

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.

…3

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13. The Company:

(i) has delivered all the certificates lodged for transfer of the Equity Shares in accordance with the provisions of the Act and there was no allotment / transmission of securities during the year under scrutiny.

(ii) was not required to deposit any amount in a separate Bank Account as no dividend was declared during the financial year.

(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. There was no appointment of Additional Directors, Alternate Directors and Directors to fill casual vacancy during the financial year.

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.

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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, except from director of the Company, falling within the purview of Section 58A during the financial year under scrutiny.

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/ Section 180(1)(c) of the new Act during the financial year under scrutiny.

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.

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30. The Company has not altered its Articles of Association during the financial year under scrutiny.

31. 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: 29th May, 2014 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 2014.

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, 2013.

18/10/2013 Yes N.A

2 e-‐‑Form 23AC-‐‑XBRL & e-‐‑Form 23ACA-‐‑XBRL

220 Filing of the Audited Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss for the year ended on that date together with the Notes and Annexure thereto.

28/10/2013 Yes N.A

Note: The Company has not filed Annual Return made up to 28th September, 2012 and 28th September, 2013 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 2013‐14. 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 implieds.

Dynamic Microsteppers Limited Regd. Office: 105, Flyover Apartment, Teli Gally, Andheri (East), Mumbai-‐400 069

Tel No: (022) 26831570 Fax No: (022) 26840528 Website: www.dynamicmicrosteppers.com Email: [email protected]

CIN: L45206MH1985PLC036261

ATTENDANCE SLIP

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

29th Annual General Meeting

Regd. folio no./ DP ID Client ID No. of shares held I certify that I am a member / proxy for the member of the Company. I hereby record my presence at the 29th Annual General Meeting of the Company at 103, Flyover Apartment, Teli Gally, Andheri (East), Mumbai-‐400 069, on Tuesday, 30th September, 2014 at 9.00 A.M

_______________________ __________________________ Name of the member/ proxy (in BLOCK letters)

Signature of the member / proxy

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members/ proxy are requested to bring a copy of the Annual Report at the AGM.

Dynamic Microsteppers Limited

Regd. Office: 105, Flyover Apartment, Teli Gally, Andheri (East), Mumbai-‐400 069 Tel No: (022) 26831570 Fax No: (022) 26840528 Website: www.dynamicmicrosteppers.com

Email: [email protected] CIN: L45206MH1985PLC036261

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

29th Annual General Meeting

Name of the Member(s) Address Email ID DP ID Client Id/ Folio No. I/we, being the member(s) of ________ shares of the above named company, hereby appoint: 1. Name: ___________________________________________________________

Address: ___________________________________________________________ E-mail ID: ___________________________________________________________ Signature: ________________________________, or failing him/her

2. Name: ___________________________________________________________

Address: ___________________________________________________________ E-mail ID: ___________________________________________________________ Signature: ________________________________, or failing him/her

3. Name: ___________________________________________________________

Address: ___________________________________________________________ E-mail ID: ___________________________________________________________ Signature: ________________________________,

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Ninth Annual General Meeting of Dynamic Microsteppers Limited, to be held on Tuesday, September 30, 2014 at 9.00 A.M. at 103, Flyover Apartment, Teli Gally, Andheri (East), Mumbai-‐400 069, and/or any adjournment(s) thereof in respect of such resolutions as set out in the notice: Signed this day of , 2014

Signature of Member: ______________________

Signature of Proxy holder(s):______________________

Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hrs before commencement of the Meeting. 2. It is optional to indicate your preference. If you leave the “for”, “against” or “abstain” column blank, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

Affix Revenue Stamp of Rs. 1.00

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