DIRECTORS' REPORT Dear Shareholders, Your Directors have pleasure in presenting the Forty First Annual Report of Dynavision Limited along with the audited financial statements for the year ended March 31, 2016. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY. The Company during the year earned a sum of Rs. 465.00 lacs as lease rental income. The corresponding figure for the previous year was Rs. 432.15 lacs. At present, the earnings of the company is through lease rent only. The company is optimistic of taking up new business/ventures and widen its operations after wiping out the accumulated losses entirely. During the year under review there is no change in the nature of activity of the company. DIVIDEND: Considering the huge accumulated losses, your Board of Directors could not recommend any dividend to the Shareholders for the financial year ended 31.03.2016. TRANSFER OF PROFIT TO RESERVES The company has not proposed to transfer any of its profits to reserves in view of the Carried forward losses. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY There are no m aterial changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS There have been no loan, guarantees and investment given or made by the Company under Section 186 of the Act during the financial year 2015 - 2016. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES The company doesn't have any subsidiaries, associates and joint venture companies. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The nature of business does not involve any Technology Absorption, and Conservation of Energy as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, and there is no Foreign Exchange Earnings and Outgo. Hence the details are not furnished in the report. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation In terms of Section 152 of the Companies Act 2013, Shri R.P.Agrawal, retires by rotation at the forthcoming AGM and is eligible for re-appointment. Shri R.P.Agrawal offered himself for re-appointment. Brief profile of Mr. R. P Agrawal is given in the Notice of forthcoming Annual General Meeting of the company INDEPENDENT DIRECTORS' DECLARATION All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company. AUDITORS Pursuant to the provisions of Section 139 of the Companies Act and the Rules framed there under, M/s. P. Chandrasekar, Chartered Accountants, (Firm Registration No. 000580) were appointed as Auditors of the company from the conclusion of the 39th Annual General Meeting (AGM) of the company held on 30th September 2014 till the conclusion of AGM to be held in 2017, subject to ratification of their appointment at every AGM. COMMENT ON STATUTORY AUDITOR'S REPORT There are no qualifications, reservations, remarks or disclaimers made by M/s. P. Chandrasekar, Statutory Auditor, in their audit report .The Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2015-16. SECRETARIAL AUDITOR Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Mr. S. Vasudevan, Practicing Company Secretary (Membership No. CP 15149) was appointed to conduct secretarial audit for the financial year 2015-16. The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure I. COMMENT ON SECRETARIAL AUDIT REPORT There is no adverse comments from the Secretarial Auditor of the secretarial compliances during the year. INTERNAL CONTROL AND ITS ADEQUACY M/s R. Subramanian & Company, Chartered Accountant (Firm Regn No. 004137) was appointed as internal auditors of the Company. They regularly conducted audit and submitted their quarterly reports, which were reviewed by the Audit Committee. The auditor also reported in his IFC report that the Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. RELATED PARTY TRANSACTIONS During the year 2015 - 2016, the Company had not entered into any material transaction with related parties as per Section 188 of the Companies Act, 2013 except that the company has entered in to a lease agreement with a body corporate in which the promoter of your company is interested. The detail of the same is given in the Notes on Accounts. EXTRACT OF ANNUAL RETURN The details forming part of extract of Annual Return in form MGT -9 as provided under Sub Section (3) of the Section 92 of the Companies Act,2013 (the "Act") is annexed herewith as Annexure -II to this report. PERSONNEL The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this Report as Annexure III. The information of employees as per Rule 5(2) of the said Act for the year is "Nil" RISK MANAGEMENT POLICY The risk management is overseen by the Audit Committee of the company on a continuous basis. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available in the Company website www.dynavision.in> DISCLOSURE ON SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Presently the total number of women employees are less than the statutory limit and hence the company has not constituted a separate committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However the company has zero tolerance for sexual harassment at work place. During the financial year 2015-16, the Company has not received any sexual harassment complaints. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Presently the company has very limited activity, No management discussion at large has taken place during the year. DEPOSITS FROM PUBLIC The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet. CORPORATE GOVERNANCE REPORT Since your company's paid up Equity capital, and Net worth is less than Rs.10 crores and Rs.25 crores respectively, the provisions of revised Clause 49 relating to Corporate Governance, vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 are not applicable to the company. NUMBER OF MEETINGS OF THE BOARD In total 4(four) Meetings of the Board of Directors of the Company were held during the year 2015-16, which were on 26th May 2015, 12th August 2015, 9th November 2015 and 05th February 2016. The maximum time gap between any two consecutive meetings did not exceed 120 days. PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and Nomination & Remuneration Committees and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. A structured questionnaire was prepared after taking into consideration of the inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interests of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman of the Board and the Executive Directors was carried out by the Independent Directors. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. WHISTLE BLOWER POLICY/VIGIL MECHANISM As the activity in the company is very limited, company does not have a whistle blower policy framed at present. However, a full fledge policy shall be in place once the activity in the company takes-off. Further, Directors and employees are having full access to the Audit Committee to report their genuine and serious concern if any they observe. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 of the Act are covered under the Board's policy formulated by the Company and is available on the Company website www.dynavision.in BOARD COMPOSITION The Board is well constituted with composition of two executive and three non-executive independent directors in the meeting. Category Name of Director Executive Director Mr.R.P.Agrawal Mr.MS Meeramohideen Independent Non-Executive Directors Mrs.Lakshmmi Subramanian Mr.N.Govindan Mr.J.Narayanamurthy Board Committees The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. Audit Committee (A) Qualified and Independent Audit Committee The Company complies with Section 177 of the Companies Act, 2013 the Audit Committee. Its functioning is as under: (i) The Audit Committee presently consists of two whole time directors and three Independent Directors. (ii) All members of the Committee are financially literate and having the requisite financial management expertise; (iii) The Chairman of the Audit Committee is an Independent Director; (iv) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 30th September 2015. (B) Terms of reference The terms of reference of the Audit Committee include: o the recommendation for appointment, remuneration and terms of appointment of auditors of the company; o review and monitor the auditor's independence and performance, and effectiveness of audit process; o examination of the financial statement and the auditors' report thereon; o approval or any subsequent modification of transactions of the company with related parties; o scrutiny of inter-corporate loans and investments o valuation of undertakings or assets of the company, wherever it is necessary; o evaluation of internal financial controls and risk management systems; o Monitoring the end use of funds raised through public offers and related matters. Powers of Audit Committee: The Audit committee shall have the authority - o To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board. o To discuss any related issues with the internal and statutory auditors and the management of the company o To investigate into any matter in relation to the items or referred to it by the Board o To obtain professional advice from external sources o To have full access to information contained in the records of the company. (C) Composition, names of Members and Chairperson, its meetings and attendance: The composition of the Committee consists of Mr. N Govindan, an independent Director, as its Chairman, Mr. R.P.Agrawal, Mr. M.S.Meeramohideen, Mr. J.Narayanamurty and Mrs. Lakshmmi Subramanian as members of the committee. During the year, 4 Audit Committee meetings were held, on 26th May 2015, 12th August 2015, 9th November 2015 and 5th February 2016. Meetings attended The Committee meetings were attended by the representatives of Internal Auditors and Statutory Auditor. Nomination and Remuneration Committee (A) Constitution All the five Directors namely, Shri. N.Govindan, Shri J.Narayanamurty, Shri R.P.Agrawal, Shri. M.S.Meeramohideen and Mrs. Lakshmmi Subramanian are Members of the Nomination and Remuneration Committee. Shri N.Govindan being the Chairman of the committee. All increments/ remuneration etc are decided at the Meetings collectively. (B) Terms of reference Terms of reference of the Nomination and Remuneration Committee include: o The Committee shall formulate the criteria for determining the qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. o The Committee shall identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance. o The Committee shall ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay. o Review the policy from time to time for selection and appointment of Directors and senior management employees and their remuneration; o Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company. o Filling up of vacancies in the Board that might occur from time to time and appointment of additional Non-Executive Directors. In making these recommendations, the Committee shall take into account the special professional skills required for efficient discharge of the Board's functions. o Recommendation to the Board with regard to retirement of Directors liable to retire by rotation and appointment of Executive Directors. o To determine and recommend to the Board from time to time (a) The amount of commission and fees payable to the Directors within the applicable provisions of the Companies Act, 2013. (b) The amount of remuneration, including performance or achievement bonus and perquisites payable to the Executive Directors (c) To frame guidelines for Reward Management and recommend suitable schemes for the Executive Directors and Senior Management. o To determine the need for key man insurance for any of the company's personnel o To carry out the evaluation of every director's performance o To carry out any function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modifications as may be applicable. (C) Meetings and attendance during the year: During the year, one meeting of Nomination and Remuneration Committee was held on 9th November 2015 Meetings attended (D) Remuneration policy The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration. Remuneration Policy of the Company is available in the company website www.dynavision.in Stakeholders Relationship Committee The Stakeholders Relationship Committee specifically looks into issues such as redressing of shareholders' and investors' complaints such as transfer of shares, non-receipt of shares, non-receipt of declared dividends and ensuring expeditious share transfers and also redresses the grievances of deposit holders, debenture holders and other security holders. (A) Composition, Members, its meetings and attendance This Committee comprises of Mr. N.Govindan as Chairman with Mr. Mr.R.P.Agrawal and Mr. M.S.Meeramohideen as members CORPORATE SOCIAL RESPONSIBILITY (CSR): Your company is not having profits more than Rs.5 Crores, in the Year 2015-16 and therefore Constituting of a CSR Committee and its compliance in accordance with the provisions of Section 135 of the Act, does not arise. GENERAL INFORMATION: 1) AGM Date, Time and Venue: 9th August, 2016 at 10.30a.m Shri Vidya Kalyan Mahal, Old. No. 142, (L.B.Road), New No. 74, Kalki Krishnamoorthy Salai, Thiruvanmiyur, Chennai- 600041 2) CALENDAR FOR REPORTING FINANCIAL RESULTS - APRIL 1, 2016 TO MARCH,31, 2017 Reporting for 1st Quarter -1st April to 30th June On or before 14th August,2016 2nd Quarter -1st July to 30th September On or before 14th November,2016 3rd Quarter -1st October to 31st December On or before 14th February,2017 4th & last Quarter -1st January to 31st March On or before 30th May,2017(Audited) Convening Annual General Meeting On or before 30th September,2017 3) Date of Book Closure Tuesday the 2nd August,2016 to 9th August,2016. (Both days inclusive) 4) Record Dates Nil 5) Dividend Payment Date Not Applicable 6) Listing with Stock Exchanges (with Stock Code) Regional Stock Exchange Code for Dynavision Ltd. The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers 25th Floor, Dalal Street, Mumbai 400 001. Stock Code 517238 7) Listing Fees was Paid for the above Stock Exchange for 2015-2016 and 2016-17 8) Address of Registered office 3rd Floor, JHAVER PLAZA, 1-A, Nungambakkam High Road, Chennai- 600 034 Phone : +91 44 28263651 Fax : +91 44 42040995 Web site : www.dynavision.in Email : dvl@dynavision.in E-Mail ID of Investor Grievance redressal cell:investors@dynavision.in DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm: 1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures; 2. That they had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period; 3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; 4. That they had prepared the Annual Accounts on a Going Concern basis. 5. That they laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating properly; and 6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey their thanks to all the valued shareholders of the company and to the Bankers for their valuable services. For and on behalf of the Board R.P.AGRAWAL Whole time Director DIN: 05253615 M.S.MEERAMOHIDEEN Whole time Director DIN: 00001896 Place: Chennai 34 Date: 22.06.2016 |