Directors Report of Dynamic Archistructures Ltd.

Mar 31, 2024

Your Directors present their Twenty Eighth Annual Report together with the Audited Financial
Statements of your Company for the year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. In Lakh)

Financial Performance:	2023-2024	2022-2023
Total Revenue	700.96	161.23
Total Expenditure	160.77	115.86
Profit before Taxation	540.19	45.37
Tax Expense	60.71	12.78
Net Profit after Tax	479.48	32.59
Earnings Per Share
Basic	9.57	0.65
Diluted	9.57	0.65

The financial statements of the Company have been prepared in accordance with the Companies
(Accounting Standards) Rules.

In terms of Section 129 of the Companies Act, 2013 read with Rules framed there under, Audited
Financial Statements of the Company along with the Auditors'' Report shall be laid before the
ensuing Annual General Meeting of the Company for the Financial Year ended March 31, 2024.

During the year under review, no revision was made in the previous financial statements of the
Company.

DIVIDEND

The Board has not recommended any dividend for the current financial year in order to conserve its
Profits.

TRANSFER TO RESERVES

Pursuant to the provisions of Section 45IC (1) of the Reserve Bank of India Act, 1934, Rs. 95.90 Lakhs
has been transferred to Statutory Reserve and Rs. 383.58 lakhs has been transferred to General
Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no unpaid
dividend lying with the Company.

STATE OF COMPANY''S AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE
PROSPECTS

Your Company is a RBI registered Non-Banking Finance Company and it has achieved a net profit
after tax of Rs 479.48 Lakh against net Profit after tax Rs 32.59 Crore in the previous year.

During the year under review, there has been no change in the nature of business of your Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE
REPORT

There were no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year to which this financial statement relates
and the date of the report.

SHARE CAPITAL

Paid-up Capital

The Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 5,01,00,000 as at
March 31, 2024 comprising of 50,10,000 Ordinary (Equity) Shares of Rs. 10 each fully paid-up. There
was no change in Share Capital during the year under review.

Employee Stock Options Scheme

During the year under the review, the Company has not issued any Shares pursuant to the
Employee Stock Options Scheme.

Equity Shares with Differential Rights

During the year under the review, the Company has not issued any Shares with Differential Rights.
Sweat Equity Shares

During the year under the review, the Company has not issued any Sweat Equity Shares.
HOLDING COMPANY / SUBSIDIARY COMPANY

The Company does not have any Holding Company, Subsidiary, Associate or Joint Venture
Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report is appended to this Report as
ANNEXURE - I.

CORPORATE GOVERNANCE

Corporate Governance provisions as specified in Regulation 15(2) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 became applicable to the Company. Accordingly,
Corporate Governance Report in accordance with Schedule V of the said Regulations is appended
to this Report as ANNEXURE - II.

Further, a compliance certificate from M/s. Amit Sharma & Associates, Company Secretaries
regarding compliance of conditions of corporate governance is appended to this Report as

ANNEXURE - III

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility as enumerated in Section 135 of the
Companies Act, 2013 are not applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNELS
Directors

As on March 31, 2024, your Company had 4 Directors. Mr. Danmal Porwal, Managing Director
designated as Chairman cum Managing Director, Mr. Rakesh Porwal, Non-Executive Director and
Mr. Vijay Kumar Jain and Mrs. Padma Paila as the Independent Directors of the Company. During
the year under review there was no change in the composition of Board of the Company.

Retirement by rotation

In terms of provisions of Section 152(6) of the Act, Mr. Rakesh Porwal (DIN: 00495444) being longest
in the office, shall retire by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment.

Based on the written representations received, none of the Directors mentioned above are
disqualified under Section 164 of the Act.

Key Managerial Personnel

As on March 31, 2024, Mr. Danmal Porwal, Managing Director, Mr. Sunny Jain, Chief Financial
Officer and Mr. Jainendra Kumar Jain, Company Secretary and Compliance Officer are the Key
Managerial Personnel of the Company.

During the year under review Ms. Annu Chandak, Company Secretary and Compliance Officer
resigned with effect from August 06, 2023 and Mr. Jainendra Kumar Jain was appointed in place of
her as the Company Secretary & Compliance Officer of the Company with effect from August 07,
2023.

RECEIPT OF ANY COMMISSION BY MD / WTD FROM COMPANY OR FOR RECEIPT OF
COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY COMPANY

During the year under review, the Company has not paid any commission to any of its Directors.
The Company does not have any Subsidiary / Holding Company, therefore, the question of receipt
of commission/remuneration from Subsidiary / Holding Company does not arise.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, evaluation of every Director''s performance was done by
Nomination and Remuneration Committee. The performance evaluation of Non-Independent
Directors and the Board as a whole, Committees thereof and the designated Chairperson of the
Company was carried out by the Independent Directors. Evaluation of Independent Directors was
carried out by the entire Board of Directors, excluding the Director being evaluated. A structured
questionnaire covering various aspects of the evaluation such as adequacy of the size and
composition of the Board and Committee thereof with regard to skill, experience, independence and
diversity of the Directors, attendance and adequacy of time given by the Directors to discharge their
duties, Corporate Governance practices, etc. The Board on the basis of the filled questionnaires
expressed their satisfaction with the evaluation process.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of your Company met on March 4, 2024, without the presence of the
Non-Independent Directors, the Chief Financial Officer or any other Management Personnel.

The Independent Directors meet at least once in a year to discuss matters pertaining to, inter alia,
review of performance of Non-Independent Directors and the Board as a whole, review the
performance of the designated Chairman of the Company (taking into account the views of the
Executive and Non-Executive Directors), review the performance of the Company, assess the
quality, quantity and timeliness of flow of information between the Management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors hold a unanimous opinion that the Non-Independent Directors bring to
the Board constructive knowledge in their respective field. The Independent Directors expressed
their satisfaction with overall functioning and implementation of their suggestions.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section
149(7) of the Companies Act, 2013 that they meet the criteria of Independent laid down in Section
149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Independent Directors of the Company have complied with the Code for Independent
Directors prescribed under Schedule IV of the Companies Act, 2013.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company
have confirmed that they have registered themselves with the databank maintained by The Indian
Institute of Corporate Affairs, Manesar (''IICA'').

In the opinion of the Board, the independent directors possess the requisite integrity, experience,
expertise required under all applicable laws and the policies of the Bank.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents, reports and internal policies to enable
them to familiarise with the Company''s procedures and practices.

The details of programmes for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters along with other details as required
pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are available at

http://www.dynamicarchistructures.com/PDF/POLICY/Familiarisation%20programme%20for%
20IDs.pdf

POLICIES ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND EMPLOYEES

In accordance with the provisions of Section 134(3)(e) read with Section 178(2)of the Companies Act,
2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations,
2015, your Company has adopted a Policy on Appointment of Directors and Senior Management
and succession planning for orderly succession to the Board and the Senior Management, which
inter alia, includes the criteria for determining qualifications, positive attributes and independence
of Directors. Your Company has also adopted a Policy on Remuneration of Directors, Key
Managerial Personnel and Employees of the Company in accordance with the provisions of sub¬
section (4) of section178. The said policies can be accessed on the website of the Company at
http: / /www.dynamicarchistructures.com/

BOARD MEETINGS

During the year under review, the Board met 6 (six) times on May 29, 2023, August 07, 2023,
September 02, 2023, November 09, 2023, February 12, 2024 and March 04, 2024. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of number of Board and Committee meetings of the Company are set out in the
Corporate Governance Report, which forms part of this Report

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the
representations received from the operating management and after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures from the same;

(b) 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 ended 31^st March, 2024 and
of the profit of the Company for that period;

(c) they had 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;

(d) they had prepared the annual accounts on a going concern basis; and

(e) they had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General
Meetings (SS-2) and is in compliance with the same.

INTERNAL FINANCIAL CONTROLS AND ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial
statements. The Audit Committee of the Board periodically reviews the internal control systems
with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit
function, significant internal audit findings and follow-ups thereon.

Your Company has an adequate internal controls system, commensurate with the size and nature of
its business. The system is supported by documented policies, guidelines and procedures to
monitor business and operational performance which are aimed at ensuring business integrity and
promoting operational efficiency. Further details are provided in the Management Discussion and
Analysis Report, which forms a part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted pursuant to
Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. As on March 31, 2024, the Audit Committee comprises of Mr. Vijay Kumar Jain,
Mrs. Padma Paila and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee.
Further details are provided in the Corporate Governance Report, which forms part of this Annual
Report. All the Members of the Committee are adequately literate to understand the financial and

other aspects. All the Members of the Committee are adequately literate to understand the financial
and other aspects.

The role, terms of reference and powers of the Audit Committee are in conformity with the
requirements of the Companies Act, 2013 and applicable regulations of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board has accepted all recommendations of the Audit Committee
made from time to time.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee ("NRC") of the Board of Directors of the Company
is duly constituted pursuant to Section 178(1) of the Act and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration
Committee is responsible for evaluating the balance of skills, experience, independence, diversity
and knowledge on the Board and for drawing up selection criteria.

As on March 31, 2024, the NRC Committee comprises of Mr. Vijay Kumar Jain, Mrs. Padma Paila
and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Further details are
provided in the Corporate Governance Report, which forms part of this Annual Report. During the
year under review, the Board has accepted all recommendations of the NRC made from time to
time.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee ("SRC") of the Board of Directors of the Company is
duly constituted pursuant to Section 178(5) of the Act and Regulation 20 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

As on March 31, 2024, the SRC Committee comprises of Mr. Vijay Kumar Jain, Mrs. Padma Paila
and Mr. Rakesh Porwal. Mr. Vijay Kumar Jain is the Chairman of the Committee. Further details are
provided in the Corporate Governance Report, which forms part of this Annual Report. During the
year under review, the Board has accepted all recommendations of the SRC made from time to time.

VIGIL MECHANISM / WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors
and employees to report genuine concerns in the prescribed manner. The vigil mechanism is
overseen by the Audit Committee and provides adequate safeguards against victimization of
employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related
to fraudulent transactions or reporting intentional non-compliance with the Company''s policies and
procedures and any other questionable accounting/operational process followed. It provides a
mechanism for employees to approach the Chairman of Audit Committee or Chairman of the
Company. During the year, no such incidence was reported, and no personnel were denied access

to the Chairman of the Audit Committee or Chairman of the Company. The Whistle Blower Policy
of the Company can be accessed at:

http://www.dynamicarchistructures.com/PDF/POLICY/Whistle%20Blower%20Policy.pdf
RISK MANAGEMENT

Your Company has, in place, a Risk Management Policy which includes identification therein of the
elements of risk which in the opinion of Board may threaten the existence of the Company. Your
Company''s Risk Management Policy sets out the objectives and elements of risk management
within the organization and helps to promote risk awareness amongst employees and to integrate
risk management within the corporate culture. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS

Section 204 of the Companies Act, 2013, inter-alia, requires every listed company to annex with its
Board''s report, a Secretarial Audit Report given by a Company Secretary in practice, in the
prescribed form. The Board of Directors appointed M/s. Amit Sharma & Associates, Company
Secretaries as the Secretarial Auditors to conduct the Secretarial Audit for the Financial year 2023¬
24. The Secretarial Audit Report is annexed to this Board report as ANNEXURE-IV.

The said Secretarial Audit Report for the financial year ended March 31, 2024 does not contain any
qualification, reservation or adverse remark except the following:

1. Delay in submission of Related Party Disclosure prescribed under Regulation 23(9) by 2
days for the half year ended 30.09.2023. BSE levied a penalty of Rs. 11,800 including
applicable GST vide email dated December 14, 2023 for the half year ended 30.09.2023;

2. Regulation 17(1) Composition of Board of Directors: Allegation of non-compliance with the
requirements pertaining to the composition of the Board including failure to appoint woman
director for the quarter ended December 31, 2023. BSE levied a penalty of Rs. 5,42,000
including applicable GST vide email dated February 6, 2024 for the quarter ended December
31, 2023.

However, i note that the composition of the Board is in due compliance with Reg 17(1) of
SEBI LODR and there is no non-compliance as alleged. The Company has filed a waiver
application with BSE on March 22, 2024 for waiving off the penalty as wrongly imposed.
Further as on the date of the report BSE has waived off the penalty vide email dated August
20, 2024;

3. The Company has received a show cause notice ("SCN") on June 16, 2023 for a delay of 28
days in submission of eForm BEN 2 as required pursuant to Section 90(4) of the Companies
Act, 2013 read with Rule 4 of Companies (Significant Beneficial Owners) Rules, 2018. As
informed by the management, the Company has submitted its reply in respect of the same

for forgoing the penalty mentioned in the SCN letter and withdrawing /setting aside the
SCN letter.

Companies Comments on the above are as follows:

1. The delay of submission of RPT disclosure is purely because of technical issue related to
RPT XBRL Utility. The company has duly paid the penalty of Rs. 11800/-imposed by BSE
limited;

2. Mrs. Padma Pila has been independent director (woman) of the company since March 24,
2015 and there is no change in composition since then and further the Company has filed a
waiver application March 22, 2024 for waiving off the penalty imposed. Further as on the
date of the report BSE has waived off the penalty vide email dated August 20, 2024;

3. The Company has submitted its reply in respect of the same for forgoing the penalty
mentioned in the SCN letter and withdrawing / setting aside the SCN letter. As on the date
of the report no further communication is received from the ROC.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATIONS IN FUTURE

During the year under review, no significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company''s operation in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, the Company has not made any application and there are no
proceedings pending under the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

Your Company is an RBI registered Non-Banking Finance Company and therefore the provisions of
Section 186 are not applicable. There were no guarantees given or security provided by the
Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars
of loans given, and investments made by the Company are provided in the financial statement
(Please refer to Note no. 4 and 5 to the Financial Statement). All the loans were given for the
purpose of business of the recipients.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties during the
financial year were in the ordinary course of business and on an arm''s length basis. Hence, the
requirement of annexing Form AOC 2 pursuant to Section 188 of the Companies Act, 2013 is not
applicable to the Company.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board is
available on the website of the Company at

http://www.dynamicarchistructures.com/PDF/POLICY/RPT%20Policy draft.pdf

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 there were no transactions of the Company with any person or
entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the
Company.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Since your Company is engaged in financial services activities, its operations are not energy
intensive nor does it require adoption of specific technology and hence information in terms of
Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this
Board''s Report. Your Company is vigilant on the need for conservation of energy.

The Total Foreign Exchange Inflow was Nil and Outflow was Nil during the year under review.
PARTICULARS OF REMUNERATION TO EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in ANNEXURE- V.

None of the employees draw remuneration in excess of the limits set out in the Rule 5(2)(i), Rule
5(2)(ii) and Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 during the year under.

EXTRACT OF ANNUAL RETURN

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of section 92 of the Companies Act,
2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of
the Annual Return is available on http://www.dynamicarchistructures.com/.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act 2013.

SEXUAL HARASSMENT

Your Directors further state that during the year 2023-24, there were no complaints filed pursuant to
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

GENERAL

i. Company has prepared its financial statements as per Indian Accounting Standard (IND AS)
and previous year figures have been adjusted accordingly.

ii. The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof is not applicable.

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the Company''s objectives, projections,
estimates, expectations or predictions may be forward-looking statements within the meaning of
applicable securities laws and regulations. Actual results could differ from those expressed or
implied. Important factors that could make a difference to the Company''s operations include labour
and material availability, and prices, cyclical demand and pricing in the Company''s principal
markets, changes in government regulations, tax regimes, economic development within India and
other incidental factors.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company
including the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange
Board of India, the Government of India and other Regulatory Authorities, the BSE Limited,
Bankers, Financial Institutions, Members, Customers and Employees of the Company for their
continued support and trust. Your Directors would like to express deep appreciation for the
commitment shown by the employees in supporting the Company in achieving continued robust
performance on all fronts.

For and on behalf of the Board,

Dynamic Archistructures Limited

Sd/- Sd/-

Danmal Porwal Rakesh Porwal

Managing Director Director

DIN: 00581351 DIN: 00495444

Date: September 03, 2024
Place: Kolkata

---

Mar 31, 2015

Dear Members,

The Directors present their Nineteenth report together with the (Audited Financial Statement of your Company for the year ended 31st March, 2015.

Financial Highlights

Financial Performance: 2014 -15 2013 -14

Rs. (In Rs. (In Lakhs) Lakhs)

Gross Income 168.93 204.89

Total Expenditure 28.22 24.71

Profit Before Depreciation and Taxation 140.71 180.18

Deprecation 0.90 0.44

Profit before Taxation 139.81 179.74

Provision for taxation 65.07 53.24



Net Profit after Tax 74.74 126.50

Balance carried over to Balance Sheet 74.74 126.50

Dividend

The Board has not recommended any dividend for the current financial year in order to conserve its Profits.

Transfer to Reserves

Pursuant to the provisions of Section 45IC(1) of the Reserve Bank of India Act, 1934, Rs. 14,94,937/- has been transferred to the General Reserve (Statutory).

Operations/ State of the Company's Affairs

Your Company is a RBI registered Non-Banking Finance Company and it has achieved a net profit after tax of Rs. 74,74,687 against Rs. 1,26,50,066 in the previous year. This year was challenging for the financial sector companies. The year ahead is expected to be good for the business of the Company.

Share Capital

During the year, under the review there is no change in the Issued, Subscribed and Paid up Share Capital for the company.

Employee Stock Options Scheme

During the year, under the review the company has not issued any Shares pursuant to the Employee Stock Options Scheme.

Holding Company / Subsidiary Company

During the year, under the review the Company didn't have any Holding Company, Subsidiary, Associate or Joint Venture Company.

Management Discussion and Analysis Report

In terms of Clause 49 of the Listing Agreement with, the Stock Exchanges, Management Discussion & Analysis Report is appended to this Report.

Corporate Governance

The report of Corporate Governance along with the certificate from the statutory auditors of the Company regarding the Compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Directors and Key Managerial Personnel Key Managerial Personnel

During the year under review, Mr. Sunny Jain was appointed as Chief Financial Officer and Mr. Ashwani Garg was appointed as Company Secretary of the Company w.e.f. 10th November, 2014.

Mr, Danmal Porwal, Managing Director of the Company is proposed to be re-appointed as Managing Director of the Company w.e.f. October 1, 2015.

Directors

During the year Mr. Rakesh Porwal was appointed as an Additional Director and Mrs. Padma Paila was appointed as an Additional (Independent-Woman) Director on 24th March, 2015. Further Mr. Mukesh Agrawal was appointed as an Additional Independent Director of the Company w.e.f. 10th August, 2015 and on the same date Mr. Pankaj Porwal, Mr. Anurag Jain and Mr. Bhanwar Lai Porwal resigned from the directorship of the Company. Your directors place on record their sincere appreciation of the services provided by them.

The term of appointment of Mr. Rakesh Porwal, Mukesh Agrawal and Mrs. Padma Paila will expire at the forthcoming Annual general meeting. Pursuant to Section 160 of the Companies Act, 2013, the Company has received notices from a member proposing appointment of the above mentioned Directors.

The Company has received declaration under Section 149(7) from Mr. Mukesh Agrawal and Mrs. Padma Paila confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Clause 49 of the Listing Agreements.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, evaluation of every Director's performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity; attendance and adequacy of time given by the Directors to discharge their duties; Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. The details of familiarisation programme for Independent Directors have been disclosed on website of the Company www.dynamicarchistructures.com.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Performance Evaluation of Independent Directors

The Board has formulated a questionnaire for performance Evaluation of Independent Directors. The questionnaire has among others basically captured the following points:

* Key attributes of the Independent Director

* Level and quality of participation in the Board and Committee Meetings

* Inputs provided by the Independent Director based on his knowledge, skills and experience

* Independence in Judgment

* Knowledge of Company's Business.

The Board of Directors had in their meeting held on March 24, 2015 evaluated the performance of Mr.Vijay Jain, Mr. Anurag Jain, Mr. Bhanwarlal Porwal and Mrs. Padma Paila, Independent Directors of the Company and has determined to continue with the term of appointment of the Independent Directors.

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on March 24, 2015 without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors were present at such meeting and at the Meeting they have:

i. Reviewed the performance of non-independent directors and the Board as a whole;

ii. Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Present Independent Directors hold a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between the Company's Management and the Board is satisfactory.

Training of Independent Directors

The Company shall provide suitable training to independent directors to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.

The Policy on the appointment of directors and senior management and policy on remuneration of directors, KMPs and employees are attached herewith and marked as Annexure: Annexure IA, Annexure IB.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. A total of Nine Board Meetings were held during the year 2014-2015 on the following dates: April 21, 2014, June 30, 2014, July 29, 2014, August 25, 2014, October 27, 2014, November 10, 2014, December 22, 2014, January 27, 2015 and March 24, 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. Details of attendance of each of the directors at the Board Meetings is given in Corporate Governance Report.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013,the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 31st March, 2015 and of the profit of the Company for that period;

(c) they had 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;

(d). they had prepared the annual accounts on a going concern basis; and

(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls and Adequacy

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors and the adequacy of internal audit function, significant internal audit findings and follow-ups thereon.

Composition of Audit Committee

The Audit Committee comprises of two independent Directors, namely Mr. Vijay Kumar Jain and Mr. Bhanwar Lal Porwal and one Non-Executive Director, Mr. Pankaj Porwal. Mr. Vijay Jain is the Chairman of the Committee. With effect from August 10, 2015, Mr. Mukesh Agrawal and Mrs. Padma Paila, Independent Directors, were appointed as members of the Committee in place of Mr. Bhanwar Lal Porwal and Mr. Pankaj Porwal, All members of the Audit Committee possess strong knowledge of accounting and financial management. Financial Controller, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective action taken by the management are presented to the Audit Committee. The Board has accepted all recommendations, if any, of the Audit Committee made from time to time.

Vigil mechanism / Whistle Blower Mechanism

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company's policies and procedures and any other questionable accounting/operational process followed. It provides a mechanism for employees to approach the Chairman of Audit Committee or Chairman of the Company or the Corporate Governance Cell. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee or Chairman of the Company or the Corporate Governance Cell. The Whistle Blower Policy of the Company is available at web link: http://www.dynamicarchistructures.com/PDF/POLICY/WhistIe%20Blower%20PoIi cy.pdf

Risk Management

The Company has in place the procedure to inform the Board about the risk assessment and minimization procedures. Your Company has appropriate risk management systems in place for identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting. Audit Committee has been assigned the task of ensuring Risk Management, for monitoring and reviewing of the risk assessment, mitigation and risk management plan from time to time. The Board periodically reviews implementation and monitoring of the risk management plan for the Company including identification therein of elements: of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

Auditors

M/s. V.M.Lodha & Co., Chartered Accountants, Kolkata retire as Auditors at the 19th Annual General Meeting and have shown their unwillingness to be re-appointed as statutory auditors of the Company. The Company proposes to appoint M/s. Surana Singh Rathi and Co, Chartered Accountants as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2020. As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. Surana Singh Rathi and Co, to the effect that their appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders for their approval to the appointment of M/s. Surana Singh Rathi and Co, Chartered Accountants, as the Statutory Auditors and to fix their remuneration.

The notes of the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

The Members are requested to appoint M/s Surana Singh Rathi and Co. as the Statutory Auditors and fix their remuneration.

Secretarial Auditor

The Board has appointed M/s, V.P. Mahipal, Practising Company Secretary to conduct the secretarial audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Your Company is a RBI registered Non-Banking Finance Company and therefore the provisions of Section 186 are not applicable. There was no guarantees given or security provided by the Company under Section 186 of the Companies Act, 2013 during the year under review. Particulars of loans given and investments made are provided in the financial statement (Please refer to Note no. 10 and 11 to the financial statement). All the loans were given for the purpose of business of the recipients.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis, During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company.

Deposits, Loans and Advances

Your Company has not accepted any deposits from the public or its employees during the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review.

Particulars of Remuneration Employees and Other Required Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee is drawing any remuneration which is in excess of the limits laid down therein. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure III.

Extract of Annual Return

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and forms part of this Report.

General

During the year under review, no revision was made in the financial statement of the Company.

During the year ended March 31, 2015 , there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any statutory authority on any matter related to capital market since the listing of the Company's equity shares. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

Cautionary statement:

Certain statements in the Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

Acknowledgment

The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board,

DANMAI, PORWAL DEBENDRA TRIPATHI Chairman Cum Managing Director Director DIN NO: 00581351 Din No: 00948186

Date: 24th August, 2015 Place: Kolkatta

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2014.

1. Financial Highlights

Particulars For the year ended For the year ended

31/03/2014 31/03/2013

(Rs. In Lacs) (Rs. In Lacs)

Gross Income 204.89 200.33

Total Expenditure 24.71 45.06

Profit before Depreciation & 180.18 155.27 Taxation

Depreciation 0.44 0.39

Profit before Taxation 179.74 154.88

Provision for Taxation 53.24 53.66

Profit after Taxation 126.50 101.22

Balance brought forward 992.04 890.82

Balance carried over to Balance 1118.54 992.04 Sheet

2. Dividend

Yours Directors do not propose payment of any dividend for the year under review in order to plough back the profit available for appropriation.

3. Review of Operation

Your company achieved a net profit after tax Rs. 126.50 Lacs as against Rs. 101.22 Lacs in the previous year.

4. Directors' Responsibility Statement

In compliance with section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed;

(ii) The directors have selected such accounting policies as mentioned in Note "23" of the Annual Accounts 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;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

5. Audit Committee

An audit Committee comprising of three directors Viz. Mr. Pankaj Porwal, Mr, Bhanwar Lal Porwal & Mr. Vijay Jain has been formed in compliance with the requirement of Section 292A of the Companies Act, 1956, and the. Committee will have such additional functions as are required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges within the stipulated time.

6. Deposit

Your company has not accepted any deposits within the meaning of section 58A, of the Companies Act, 1956 and the rules made there under.

7. Directors

Shri Bhanwar Lal Porwal retires by rotation in the forthcoming Annual General Meeting but being eligible has offered himself for re-appointment.

8. Auditors

M/s. V. M. Lodha & Co. Chartered Accountants, the Auditors of your company hold the office till the conclusion of the ensuing Annual General Meeting and being eligible we recommend their re-appointment.

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and outgo

In compliance with the provisions of section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. Your Company has to report that;

(a) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(b) Your Company has neither carried out any Research and Development Works nor spent any amount on it as there is no. scope of doing so because of its nature of business.

(c) There is no foreign exchange earning and outgo during the year under review.

10. Corporate Governance

The Company has implemented the Code of Corporate Governance and a separate section has been included in the report. The report of Corporate Governance and the Certificate by M/s. V. M. Lodha & co. statutory auditors of the Company in confirmation of the compliance as per requirement of clause 49 of the Listing Agreement with the Stock Exchange has been set out in Annexure.

11. Particulars of Employee

The particulars as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 (as amended) are not applicable, as none of the employees of the company fall under the category prescribed.

12. Acknowledgement

Your Directors would like to express their sincere appreciation towards the co-operation, support and assistance received from shareholders, employees and others during the year under review

Date: 25th August, 2014 for and on behalf of the Board

Place; Kolkata For, Dynamic Archistructures Limited

(D. M. Porwal) Chairman cum Managing Director DIN 00581351