| Dear Members,
The Directors have pleasure in presenting the Fortieth Annual Report
of Dynavision Limited along with the audited financial statements for
the year ended 31st March, 2015.
FINANCIAL RESULTS
( Rs. In lakhs) ( Rs. In lakhs)
2014-2015 2013-2014
Profit/(Loss) before Interest
and Depreciation 380.21 13.70
Add/Less: Interest - 0.09
Profit before Depreciation 380.21 13.79
Add/Less: Depreciation 1.05 0.75
Profit/(Loss) before Tax 379.16 13.04
Exceptional Item - -
Tax Expenses related to earlier years - -
Profit/(Loss) carried
over to Balance Sheet 379.16 13.04
PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
The Company during the year earned a sum of Rs. 432.15 lacs as lease
rental income. The corresponding figure for the previous year was
Rs.61.29 lacs.
At present, the earnings of the company is through lease rent only and
it will remain so till the accumulated losses are wiped out entirely
and a sufficient cash reserves achieved to take a fresh venture. During
the financial year 2015-16 your company shall be earning Rs.465.00 lacs
as lease rental income.
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 31.03.2015.
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 material changes and commitments affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report; 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 2014 -
2015.
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 information as required to be disclosed on conservation of energy,
technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as
"Annexure I" to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In terms of Section 152 of the Companies Act 2013, Shri
M.S.Meeramohideen, who retire by rotation at the forthcoming AGM and is
eligible for re appointment. Shri M.S.Meeramohideen offers himself
for re-appointment. Brief profile is mentioned in the Notice of
forthcomingAnnual General Meeting of the company
Independent Director
Smt. Lakshmmi Subramanian was appointed as independent director on
11.11.2014, based on the recommendation of Nomination and Remuneration
Committee.
The Board recommends her appointment and accordingly resolution seeking
approval of the members for her appointment has been included in the
Notice of forthcoming Annual General Meeting of the company along with
her brief profile.
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
STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Act and the rules
framed there under, M/s. P. Chandrasekar, Chartered Accountants, (firm
registration no. 000580s) were appointed auditors of the company from
the conclusion of the 39 th Annual General Meeting (AGM) of the company
held on 30th September2014 till the conclusion of AGM to be held in
2017, subject to ratification of their appointment at every AGM.
COMMENT ON STATUTORY AUDITOR 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 2014-15.
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, the Company has appointed,
Mr.P.S.Srinivasan, Practicing Company Secretary (Membership:No1090, CP
No.3122.) to conduct secretarial audit for the financial year 2014-15.
The Secretarial Audit report as received from the secretarial auditor
is annexed to this report as Annexure II.
COMMENT-ON SECRETARIAL AUDITOR REPORT
With reference to the remarks made by the secretarial auditor, Mr.
P.S.Srinivasan, Practicing Company Secretary bearing (MembershipNo1090
CP No. 3122.), in his Secretarial Audit Report, the company has taken
the corrective measures during the current financial year.
INTERNAL CONTROL AND ITS ADEQUACY
M/s R.Subramanian & Company, Chartered Accountant (Firm Reg No.
004137s) were appointed as internal auditors of the Company. They
regularly conduct audit and submit their quarterly reports, which are
reviewed by the Audit Committee. 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 of the Board.
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 2014 - 2015, the Company had not entered into any
material transaction with related parties as per section 188 of the
Companies Act, 2013. Hence the question of reporting under the
requirement of said section doesn't arise.
However, the company has entered in to a lease agreement with a party
in which the promoter of your company has significant influence and the
details of the same is available 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
CompaniesAct,2013 (the "Act") is annexed herewith as Annexure -III to
this report.
PERSONNEL
The information required under Section 197(12) of the Companies Act,
2013 read with rule 5(2) 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 IV
RISK MANAGEMENT POLICY
The risk management is overseen by the Audit committee of the company
in 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 on the
Company website www.dynavision.in
DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Presently the total number of 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
workplace.
During the financial year 2014-15, 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 is 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 2014-15,held on 2nd May 2014, 11th August 2014,
11th November 2014 and 11th February 2015. 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 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
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 wrongdoing and promoting ethical
conduct at the Board and 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 BLOWERPOLICY/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 they observe any.
POLICY OF DIRECTORS' APPOINTMENT AND REMUNARATION
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.dvnavision.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. Agarwal
Mr.M. S. Meeramohideen
Independent Mrs.Lakshmmi Subramanian
Non-Executive Directors 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 September2014.
(B) Terms
The terms of reference of the Audit Committee include:
* the recommendation for appointment, remuneration and terms of
appointment of auditors of the company;
* review and monitor the auditor's independence and performance, and
effectiveness of audit process;
* examination of the financial statement and the auditors' report
thereon;
* approval or any subsequent modification of transactions of the
company with related parties;
* scrutiny of inter-corporate loans and investments
* valuation of undertakings or assets of the company, wherever it is
necessary;
* evaluation of internal financial controls and risk management
systems;
* Monitoring the end use of funds raised through public offers and
related matters.
Powers of Audit Committee:
The Audit committee shall have the authority -
* 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.
* To discuss any related issues with the internal and statutory
auditors and the management of the company
* To investigate into any matter in relation to the items or referred
to it by the Board
* To obtain professional advice from external sources
* 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, its Chairman, Mr.R.P.Agrawal, Mr.
M.S.Meeramohideen, Mr.J.Narayanamurty and Mrs. Lakshmmi Subramanian are
as members of the committee.During the year, 4 Audit Committee meetings
were held on 2nd May'14, 11th August'14, 11th November'14 and 11th
February'15.
The composition of the Audit Committee and number of meetings attended
by the Members during the year are given below:
Name of Member Category Meetings Meetings
held during attended
FY 2015
Mr. N.Govindan Independent/
chairman 4 4
Mr.J.Narayanamurty Independent 4 4
Mrs.Lakshmmi Subramanian Independent 2 2
Mr. R.P.Agrawal Whole Time 4 4
Director
Mr. M.S.Meeramohideen Whole Time 4 4
Director
The Committee meetings was attended by the representatives of Statutory
Auditors on invitation.
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:
* 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.
* 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.
* 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.
* Review the policy from time to time for selection and appointment of
Directors and senior management employees and their remuneration;
* 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.
* 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.
* Recommendation to the board with regard to retirement of Directors,
liable to retire by rotation and appointment of Executive Directors.
* 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.
* To determine the need for key man insurance for any of the company's
personnel
* To carry out the evaluation of every director's performance
* 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, two meetings of Nomination and Remuneration Committee
were held on 11th August 2014 and 11th November 2014.
The number of meetings attended by the members during the year are
given below.
Name of Member Category Meetings Meetings
held during attended
FY 2015
Mr. N.Govindan Independent/
chairman 2 2
Mr.J.Narayanamurty Independent 2 2
Mrs.Lakshmmi Subramanian Independent 2 1
Mr. R.P.Agrawal Whole Time 2 2
Director
Mr. M.S.Meeramohideen Whole Time 2 2
Director
(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.dvnavision.in
(c) Details of Remuneration to Directors
Details of Remuneration Mr.R.P.Agrawal M.S.Meeramohideen
to Directors
Salary & perquisites 5,38,100 5,13,048
Contribution to Retirement NIL NIL
funds
Stock options NIL NIL
Number of Shares held NIL NIL
Service Contracts NIL NIL
Notice period One Month One Month
Notes:
There has been no pecuniary relationship or transactions other than
above of the Non-Executive Independent Directors vis-a-vis the Company
during the year under review.
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.R.P.
Agrawal and Mr. M.S.Meeramohideen as members of the Committee.
The composition of the Stakeholders Relationship Committee and number
of meetings attended by the Members during the year are given below:
Name of Member Category Meetings Meetings
held during attended
FY 2015
Mr. N.Govindan Independent/
chairman 7 7
Mr. R.P.Agrawal Whole Time 7 7
Director
Mr. M.S.Meeramohideen Whole Time 7 7
Director
CORPORATE SOCIALRESPONSIBILITY(CSR):
Your company is not having Net profits of more than 5 Crore rupees, in
the Year 2013-14 and therefore Constituting of a CSR committee in
accordance with the provisions of section 135 of the Act does not
arise.
GENERAL INFORMATION:
1) AGM Date,
30th September 2015 at 10.30a.m
Time and Venue:
Shri Vidya Kalyan Mahal,
Old. No. 142, (L.B.Road),
New No. 74,
Kalki Krishnamoorthy Salai, Thiruvanmiyur,
Chennai- 600041
2) Financial Calendar
1st Quarter - 1st April to 30th June
2nd Quarter - 1st July to 30th September
3rd Quarter - 1st October to 31st December
4th & last Quarter - 1st January to 31st March
3) Date of Book Closure
Thursday 24th September 2015
to Wednesday 30th September, 2015
(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 517238
Phiroze Jeejeebhoy Towers
25th Floor, Dalal Street
Mumbai 400 001.
7) Listing Fees was Paid for all the above stock exchanges for
2014-2015 and 2015-16
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 judgements 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 take this opportunity to convey their thanks to all the
valued shareholders and the valuable services rendered by the Officers
and Staffs at all levels.
For and on behalf of the Board
Place : Chennai 34 R.P. AGRAWAL
Date : 12.08.2015 Chairman of the Board
DIN: 05253615
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