Directors Report of Dynamic Portfolio Management & Services Ltd.

Mar 31, 2024

Your directors are pleased to present the Annual Report of your Company, along with Audited Financial Statements for the year ended 31^st March 2024.

1. Financial Results

In Rs. lakhs
Particulars	2023-24	2022-23
Revenue from Operations & Other Income	106.18	112.38
Profit before exceptional item & taxation	1.45	(63.31)
Less:
Exceptional Items	-	-
Taxes	7.65	4.30
Net Profit After Tax	1.06	(68.15)
Earnings Per Share	0.06	0.14

2. Corporate Highlights

During the year under review, the total income is 106.18 lakh (Previous Year: 112.38 lakh). The profit before exceptional item and taxation is 1.45 lakh (Previous Year: (63.31 lakh) and the net profit is Rs. 1.06 lakh (previous year: (68.15) lakh).

3. Operations and State of Affairs

The operation and state-of-affairs have been adequately explained in Management Discussion and Analysis Segment and form part of this report.

4. Transfer to reserves

Our Company has transferred amount of Rs. 22.03 lakhs to Special Reserve as required by section 45-IC of the RBI Act, 1934.

5. Dividend

In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to propose any dividend for the year under reporting.

6. Extract of Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with the rules made there under and with subject to amendment as issued by the Ministry of Corporate Affairs in The Companies (Amendment) Act, 2017 as published in the Official Gazette dated 03.01.2018, stating the omission of Form MGT-9 and placing of Annual Return in Form MGT-7 on the website of the Company. Accordingly, the Form MGT-7 is updated on the website of the Company http://dynamicwealthservices.co.in/.

7. Share Capital

There was no change in the paid share capital of the Company during the year ended on 31st March 2024.

8. Employees Stock Option Plan (ESOP)

The Company did not issue any employee stock options/ equity shares during the financial year under review, under the Employee Stock Option Scheme.

9. Deposits

During the year under review, your Company has not taken any public deposits.

10. Particulars of Loan, Guarantee and Investments

Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

11. Related Party Transactions

The Company has adopted a Related Party Transactions Policy. The policy, as approved by the Board, is uploaded on the Company''s website at the web link: http://dynamicwealthservices.co.in/. Form AOC-2 is marked as Annexure to the Board Report. Details of the transactions with Related Parties are provided in the accompanying financial statements.

12. Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Company has laid down the procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

The risk management process consists of risk identification and assessment, risk measurement, mitigation, monitoring and risk reporting.

13. Board of Directors

Presently, the Board of Directors of the Company comprises Mr. Kailash Chandra Agarwal, Chairman & Managing Director, Mr. Rajesh Gupta (Director) Mr. Sushil Kumar, Mrs. Anita Mittal, Mr. Sujoy Chakraborty as Independent Directors.

14. Appointment of Directors and Key Managerial Personnel

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and the provisions of the Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

In accordance with the provisions of the Act, Mr. Kailash Chandra Agarwal (DIN: 08650459), retire by rotationat the Annual General Meeting of the Company and being eligible, offer himself, for reappointment. The Board of Directors recommends his re-appointment.

The information of Directors seeking appointment/reappointment as required pursuant to Regulation 36(3) of SEBI Listing Regulations is provided in the notice of the 30^th Annual General Meeting of the Company.

During the FY 2023-24, Ms. Manisha Saini has resigned from the position of Chief Financial Officer of the Company w.e.f., 17^th January 2024.

During the FY 2023-24, Mr. Sachin Malik has been appointed as the Chief Financial Officer of the Company w.e.f., 08^th February, 2024.

Ms. Manisha Saini the Chief Financial Officer of the Company has tendered her resignation w.e.f. 17^th January 2024. In her place Board has appointed Mr. Sachin Malik as the Chief Financial Officer of the Company w.e.f. 08^th February, 2024.

Ms. Sakshi Gaur, Company Secretary and Compliance officer of the Company has tendered her resignation w.e.f. 10^th June 2023. Thereafter, Ms. Tanvi Sahu has been appointed as the Company Secretary and Compliance officer of the Company w.e.f. 01^st August, 2023 and she resigned from her position as Company Secretary and Compliance officer w.e.f. 14^th September, 2023 and after that Ms Neeti Mahansaria was appointed as the Company Secretary and Compliance officer w.e.f 9^th November,2023.

15. Policy on Appointment and Remuneration of Directors

The Company has adopted a Nomination and Remuneration Policy forthe Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.

In accordance with the Nomination and Remuneration Policy adopted by the Company, the Nomination and Remuneration Committee is responsible for developing competency requirements forthe Board based on the industry and strategy of the Company.

The Committee is responsible for reviewing and vetting the profile of potential candidate''s vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board in accordance with the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Committee has formulated the criteria for determining requisite qualifications, positive attributes such as high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment and independence of Directors in terms of provisions of Section 178 of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has considered the followingfactors while formulating the policy:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

i. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

ii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

The Policy, as approved by the Board, is uploaded on the Company''s website at the web link http://dynamicwealthservices.co.in/.

16. Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The criteria for performance evaluation of the Board and Independent Directors, is uploaded on the Company''s website at the web link: http://dynamicwealthservices.co.in/.

17. Board and Committee Meetings

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the prescribed period.

18. Director''s Responsibility Statement

In terms of Section 1S4 (3) (c) of the Act, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:

a) In the preparation of the annual financial statements for the year under reporting, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at reporting date and of the profit of the company for the year ended on that date;

c) Proper and sufficient care has been taken 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;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and the rules made thereunder.

20. Secretarial Standards

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

21. Corporate Governance Report and Management Discussion & Analysis Report

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, together with the Certificate from M/s Dinesh Sharma & Associates, Company Secretary in Practice in compliance with the requirements of Corporate Governance as stipulated in Regulation 27 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 and of the Listing Agreement.

22. Vigil Mechanism/Whistle Blower policy

The Company has a Vigil Mechanism named ''Whistle Blower Policy'' to deal with instances of fraud andmis-management, if any. The details of the said policy are posted on the website of the company at http://dynamicwealthservices.co.in/.

23. Codes of Conduct

The Board has laid down Codes of Conduct for Board Members and for Senior Management and Employees of the Company ("Codes"). These Codes have been posted on the Company''s website at http://dynamicwealthservices.co.in/.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) read with Schedule IV of the Act, which is a guide to professional conduct for Independent Directors of the Company.

All the Board Members and Senior Management Personnel have affirmed compliance with these Codes. A declaration signed by the Chairman & Managing Director to this effect is enclosed at the end of this Report.

24. Amendment in Codes and Policies

Pursuant to the notified Listing Regulations by Securities and Exchange Board of India, whereby the provisions of erstwhile Listing Agreement and various circulars issued with respect thereto were repealed, the Company has suitably replaced the repealed provisions of Listing Agreement with Listing Regulations in its relevant codes and policies adopted. The details of the aforesaid amendment in codes and policies of the Company can be accessed at http://dynamicwealthservices.co.in/.

25. Anti-Sexual Harassment Policy

The Company has not received any complaint of sexual harassment during the financial year under reporting, as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

26. Code for Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has adopted a Code for Prevention of Insider Trading. The objective of the code is to restrict an insider from dealingin the shares of the company either directly or indirectly when in possession of unpublished price sensitive information and also to restrict communication of such information. The code is applicable to directors and designated employees/persons associated with the company. The code enumeratesthe procedure to be followed for dealing in the shares of the company and periodic disclosures to bemade. It also restricts the insiders from dealing in the company''s shares during the period when the ''Trading Window'' is announced closed. The company secretary has been designated as the Compliance Officer.

The details of the said code are posted on the website of the company at http://dynamicwealthservices.co.in/.

27. Internal Control Systems and Adequacy

The Company''s internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company''s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors'' Report.

28. Auditors and Auditi. Statutory Auditors

The Members at the 27^th AGM of the Company held on September 29^th 2021, has appointed M/s. Arora & Bansal, Chartered Accountants, (ICAI Firm Registration No.: 003368N) as the Statutory Auditor of the Company to hold office up to the conclusion of 32^nd AGM of the Company, subject to ratification of their appointment by the shareholders, every year. The Ministry of Corporate Affairs vide its Notification dated May 7th 2018, has dispensed with the requirement of ratification of Auditor''s appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor''s appointment is not included in the Notice of the ensuing Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Arora & Bansal, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended March 31, 2024. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under section 143(12) of the Act during the Year under review.

ii. Secretarial Auditor

In accordance with the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s Dinesh Sharma & Associates, Company Secretaries in Practice (ACS NO.: 44736), to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as Annexure to the Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the Year, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

iii. Cost Auditor

The provision of maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 is not applicable to the company as the company is Non-Banking Financing Company.

29. Registered Office

The Registered office of the Company is situated at 1403, Vikram Tower 16, Rajendra Place, New Delhi-110008.

30. Nature of Business

There is no change in the nature of business during the period under review.

31. Subsidiaries/joint Ventures/Associate Companies

The Company does not have any subsidiary, Joint Ventures and Associate Company.

32. Material Changes and Commitments

There have been 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.

33. Corporate Social Responsibility

The provisions of the Act relating to Corporate Social Responsibility are not applicable on the Company. Nevertheless,the Company shall continue its endeavour to fulfil its responsibility towards society.

34. RBI Norms

The Company has complied with all the necessary applicable prudential norms of RBI being NBFC during the year under review.

35. Significant and Material Orders passed by the Regulators and Courts

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its future operations.

36. Major Changes During the Year under Reporting

The Company is under the process of Reclassification of Promoters, under regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company is under the process of merger with Bharat Rasayan Finance Limited.

37. Industrial Relation

During the year, the industrial relations at all the works of the Company were cordial.

38. Investor Relations

Your Company always endeavours to keep the time of response to shareholders request/ grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Grievances Committee of theBoard meets periodically and reviews the status of the Shareholders Grievances.

39. Personnel

The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with any amendments thereto, is annexed as Annexure to the Board Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, the information on conservation of energy, technology absorption and foreign exchange earnings andoutgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with any amendments thereto, is given are as under:

	Current Year	Previous Year
	2023-24	2022-23
Energy Conservation	NIL	NIL
Technology Absorption	NIL	NIL
Foreign Exchange Earnings and Outgoing	NIL	NIL

40. Acknowledgement

The Directors sincerely acknowledge the trust and confidence that has been placed by the employees, shareholders and investors in the Company. The Directors are thankful to all the employees and the officers of the Company, for their dedication, support and co-operation.

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Mar 31, 2015

The Directors have pleasure in presenting the Twentieth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2015. The Management Discussion and Analysis has also been incorporated into this report.

(Rs, in Lac)

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Income 112.36 110.03

Profit before Tax & Extraordinary Items 4.34 1.61

Less : Provision for Taxation 2.06 1.16

Profit after Tax 2.28 0.45

Less: Extra Ordinary Items 0.00 0.00

Profit available for appropriation after adding to its Previous 2.28 0.45

Years b/f

Appropriated as under :

Transfer to General Reserve 0.95 0.32

Balance carried forward to Next Year 0.59 -1.62

OVERVIEW OF ECONOMY

The Economy of India is the seventh-largest in the world by nominal GDP and the third-largest by purchasing power parity (PPP).[28] The country is one of the G-20 major economies, a member of BRICS and a developing economy among the top 20 global traders according to the WTO.

According to the Indian Finance Ministry the annual growth rate of the Indian economy is projected to have increased to 7.4% in 2014-15 as compared with 6.9% in the fiscal year 2013-14. In an annual report, the IMF forecast that the Indian Economy would grow by 7.5% percent in the 2015-16 fiscal year starting on April 1, 2015, up from 7.2% (2014-15).

India was the 19th-largest merchandise and the 6th largest services exporter in the world in 2013; it imported a total of $616.7 billion worth of merchandise and services in 2013, as the 12th-largest merchandise and 7th largest services importer. The agricultural sector is the largest employer in India's economy but contributes a declining share of its GDP (13.7% in 2012-13). Its manufacturing industry has held a constant share of its economic contribution, while the fastest-growing part of the economy has been its services sector which includes, among others, the construction, telecommunications, software and information technologies, infrastructure, tourism, education, health care, travel, trade, and banking industries.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2014-2015. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its track record of Profit making Company. During the year, the Company registered a Gross Sales/Revenue ofRs, 112.36 Lac as compared to previous financial year's figure ofRs, 110.03. PBT Margin during the year remains Rs, 4.34 Lac in comparison to last years' figure of Rs, 1.61 Lac whereas Net Profit remains at Rs, 2.28 Lac in comparison to last years' figure ofRs, 0.45 Lac.

The Company is in to the Business of lending its surplus fund in to the Capital and Money Market as well as to lending money to Corporate and HNIs.

The outlook for the current year is challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND AND RESERVES

In view of inadequate Profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

During the year under review, sum ofRs, 0.95 Lac were transferred to General (Statutory) Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs, 11.6918 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Directors of the Company hold shares or convertible instruments of the Company except Mr. Ravi Kr. Newatia, who is holding 3.135 Lac Equity Shares or 2.68% of Paid-up Capital.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, Profits/(loss) and cash fows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit Qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defend under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure informAOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in confect with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions by the Board is uploaded on the Company's website. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the Year, Mr. Sunil Kr. Gupta was appointed as Additional Director (Independent) of the Company effective from 20th December 2014 to broad base the Board.

Further, the Company has appointed Ms. Anita Mittal as Additional Director (Independent) of the Company w.e.f. 17th March 2015 in order to meet the requirements of appointment of Women Director in line with Companies Act, 2013 as well as to comply with Clause 49 of Listing Agreement.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (fve) years only.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No. Name Designation Date of Appointment Date of Resignation

1. Mr. Ashok Bothra Independent Director -- 4th December 2014

2. Mr. Prashant Dhar Independent Director -- 4th December 2014

3. Mr. Su shil Kr. Mittal Independent Director 25th July 2014 --

4. Mr. Anil Kr. Agarwal Independent Director 25th July 2014 --

5. Mr. Suresh Kr. Jindle Independent Director -- 25th July 2014

6. Mr. Sunil Kr. Gupta Independent Director 20th Dec. 2014 --

7. Ms. Anita Mittal Independent Director 17th March 2015 --

8. Mr. Ashu tosh Agarwal CFO 28th March 2015 --

9. Ms. Rajani Kohli Company Secretary 20th Dec. 2014 4th January 2015

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

Apart from an order passed by SEBI vide Order No. WTM/RKA/ISD/162 /2014 dated 19th December 2014 and re-confirmation Order No. WTM/RKA/ISD/31/2015 dated 20th April 2015 in the matter of dealing in the Shares of First Financial Services Limited where in the Company has been debarred from accessing Capital Market for the time being, there are no other significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis;

5. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defend in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Statutory Auditors

The present Auditors of the Company, M/s Mukesh Choudhary & Associates, Chartered Accountants, have expressed their unwillingness to be re-appointed as Auditors of the Company upon their retirement at the forthcoming Annual General Meeting. The Board of Directors, on recommendation of the Audit Committee, recommends the appointment of M/s MANV & Associates, Chartered Accountants, New Delhi (FRN - 007351N), as the Statutory Auditors of the Company from the conclusion of 20th Annual General Meeting (subject to ratification by the Members every year in the Annual General Meeting) until the conclusion of 25th Annual General Meeting of the Company. A certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if made, would be according to the terms and conditions prescribed under Sections 139 and 141 of the Companies Act, 2013 and rules framed there under.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s G. S. Bhide & Associates, a from of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Compliance Officer in this regard.

PARTICULARS UNDER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Since the Company is into the Business of Financing (NBFC Activities) and into the Investing activities in Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement signed with the Exchanges vide BSE and CSE. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and stakeholders for their continued support and confidence in the Company.

Kolkata, May 28, 2015 By order of the Board

For Dynamic Portfolio Management & Services Limited

Registered Office:

53-A, Mirza Ghalib Street Ravi Kr. Newatia (DIN : 00214822)

4th Floor, Kolkata-700 016 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report of your company together with the Audited Statements of Accounts of financial year ended 31 March, 2014.

(Rs. in Lac)

Year Ended Year Ended Financial Results 31.03.2014 31.03.2013

Income 110.03 103.16

Profit before Tax & Extraordinary Items 1.61 4.38

Less : Provision for Taxation 1.16 2.05

Profit after Tax 0.45 2.33

Less : Extra Ordinary Items 0.00 0.00

Profit available for appropriation after adding to its Previous Years b/f 0.45 2.33

Appropriated as under :

Transfer to General Reserve 0.00 0.00

Balance carried forward to Next Year -1.63 -2.07

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and the country is now a preferred destination for automotive R&D, as per a study on the Global Top 500 R&D spenders by globalization advisory and market expansion firm, Zinnov. The study noted that there was strong potential for growth in areas such as engineering analytics and that significant talent could be found in ''Deccan Triangle'' region, which encompasses Pune, Bangalore and Hyderabad.

The World Bank has projected an economic growth rate of 5.7 per cent in FY2015 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of PURCHASING POWER PARITY (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY 14. The estimated value of FII holdings in India stands at US$ 279 billion.

The cumulative amount of FDI equity inflow into India stood at at US$ 212,031million in the period April 2000-February 2014, while FDI equity inflow during April 2013-February 2014 was recorded as US$ 20,766 million, as per data published by Department of Industrial Policy and Promotion (DIPP).

Thus, the emphasis is on a massive road connectivity plan which will tie the region together and subsequently enhance economic objectives. Also, agricultural gross domestic product (GDP) in the country is projected to grow by over five per cent in the current agricultural year (July 2013-May 2014).

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2013-2014. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its track record of profit making Company. During the year, the Company registered a Gross Sales/Revenue of Rs. 110.03 Lac as compared to previous financial year''s figure of Rs. 103.16. PBT Margin during the year remains Rs. 1.61 Lac in comparison to last years'' figure of Rs. 4.38 Lac whereas Net Profit remains at Rs. 0.45 Lac in comparison to last years'' figure of Rs. 2.33 Lac.

The Company is in to the Business of lending its surplus fund in to the Capital and Money Market as well as to lending money to Corporate and HNIs.

The outlook for the current year is challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In March 2014, Mr. Arun Kr. Agarwal, then the Chairman & Managing Director of the Company was died due to critical illness. The Board place on record, their tremendous contribution towards the growth of the Company.

Mr. Suresh Kr. Jindle who was appointed as Director of the Company effective from 14th June 2013, has resigned from Board w.e.f. 25l July 2014 due to his personal reasons.

Further, the Company has appointed Mr. Sushil Kr. Mittal and Mr. Anil Kr. Agarwal as additional Directors of the Company (Independent) w.e.f. 25th July 2014 to broad base the Board.

Further, Mr. Ashok Bothra and Mr. Prashant Dhar have shown their unwillingness to continue as Directors (Independent) of the Company and have expressed their willingness to resign from the Board after the Annual General Meeting. In view to respect their view, the Company has not proposed to appoint both Directors for any term.

Further, the Board has appointed Mr. Ravi Kr. Newatia, Executive Director of the Company, as Chairman & Managing Director; in place of Mr. Arun Kr. Agarwal.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re- appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. The Directors 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically into the Financing and Capital Market, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 19th Annual General Meeting up to the conclusion of the 24th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Mukesh Choudhary & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

COMMENTS ON AUDITOR''S REPORT

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Since the Company is into the Business of Financing (NBFC Activities) and into the Investing activities in Shares and Securities; hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1975, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May. 29, 2014 By order of the Board For Dynamic Portfolio Management & Services Limited

Registered Office : 53-A, Mirza Ghalib Street Ravi Kr. Newatia 4th Floor, Kolkata-700 016 Chairman & Managing Director

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2013.

(Rs.in Lac) Year Ended Year Ended Financial Results . 31.03.2013 31.03.2012

Income 103.16 105.26

Profit before Tax & Extraordinary Items 4.38 21.17

Less : Provision for Taxation 2.05 7.23

Profit after Tax 2.33 13.94

Less : Extra Ordinary Items 0.00 0.00

Profit available for appropriation after adding to its Previous 2.33 13.94 Years b/f

Appropriated as under :

Transfer to General Reserve 0.00 0.00

Balance carried forward to Next Year -2.07 -4.40

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its track record of profit making Company. During the year, the Company registered a Gross Sales/Revenue of Rs. 103.16 Lac as compared to profit of Rs. 105.26 Lac in previous financial year. PBT Margin during the year remains Rs. 4.38 Lac in comparison to last years'' figure of Rs. 21.17 Lac whereas Net Profit remains at Rs. 2.33 Lac in comparison to last years'' figure of Rs. 13.94 Lac.

The Company is in to the Business of lending its surplus fund in to the Capital and Money Market as well as to lending money to Corporate and HNIs.

The outlook for the current year is challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

In view of inadequate profit and in order to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year, both Mr. Ritesh Kr. Newatia and Mr. Vikash Kr. Agarwal have retired from the Board in the recently concluded Annual General Meeting. Your Directors wish to place on record their appreciation for the guidance and inputs provided by both Mr. Ritesh Kr. Newatia and Mr. Vikash Kr. Agarwal during their tenure as Directors of your Company.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Ashok Bothra, Director of your Company, retires by rotation and being eligible, offers himself for re- appointment at the ensuring Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period;

3. The Directors 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically into the Financing and Capital Market, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Since the Company is into the Business of Financing (NBFC Activities) and into the Investing activities in Shares and Securities; hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1975, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2013 By order of the Board

For Dynamic Portfolio Management & Services Limited

Registered Office :

53-A, Mirza Ghalib Street Arun Kumar Agarwal

4th Floor, Kolkata-700 016 Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Fifteenth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2010.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2010 31.03.2009

Income 171.63 20.29

Profit before Tax & Extraordinary Items 0.65 -1.94

Less: Provision for Taxation 0.10 0.24

Profit after Tax 0.55 -2.18

Less: Extra Ordinary Items 0.00 0.00

Profit available for appropriation after

adding to its Previous Years B/f 0.55 -2.18

Appropriated as under :

Transfer to General Reserve 0.00 0.00

Balance carried forward to Next Year 18.98 -19.49

Dividend

Due to Loss, your Directors do not recommend any Dividend for the year under review. Directors

During the year, Mr. Ashok Bothra has been appointed as Additional Director (Independent, Non-Executive) of the Company to broad base the Board.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Ritesh Kr. Newatia and Mr. Vikas Kr. Agarwal are liable to retire and eligible, offers themselves for re-appointments in the forthcoming Annual General Meeting.

Except Mr. Ravi Newatia, brother of Mr. Ritesh Kr. Newatia and Mr. Ritesh Kr. Newatia, none other Directors are interested in his re-appointment and except Mr. Vikas Kr. Agarwal himself, no other Directors are interested in the re-appointment of Mr. Vikas Kr. Agarwal.

Further, non of the Directors of the Company are disqualified under section 274(1 )(g) of the Companies Act 1956.

Auditors

Auditors M/s. Mukesh Choudhary & Associates, Chartered Accountants, Kolkata holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1 B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

Comments On Auditors Report:

The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

Public Deposits

Your Company has not accepted any deposits from the Public during the year under review.

Corporate Governance

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business.

The Company has a structured induction process and management development programmes to upgrade skills of managers. Objective appraisal systems are in place for senior management system.

Statutory Information

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Particulars of Employees

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Companys plan. By far the employees relations have been cordial through out the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

Particulars under section 217 (1) (e) of the Companies Act. 1956

The Company is engaged in the business of media products hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the Annuals Accounts, for the year ended 31st March 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period.

3. The Directors 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.

4. The Directors had prepared the annual accounts on a going concern basis.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) us commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

Appreciation

The Board of Directors wishes to convey their appreciation to all the Companys employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Kolkata, May 31, 2010 By order of the Board

For Dynamic Portfolio Management & Services Limited

Registered Office :

53A, Mirza Ghalib Street Arun Kumar Agarwal

4th Floor, Kolkata-700 016 Chairman & Managing Director