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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Dynavision Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Forty Ninth Annual Report of M/s Dynavision Limited along with the audited financial statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Audited financial statements (both Standalone and Consolidated) for the year ended 31^st March 2024, and the report of the Auditors thereon are being circulated with this report.

The salient features of the financial results are as follows

(Rs. in lakhs)

PARTICULARS	Standalone		Consolidated
PARTICULARS	2023-2024	2022-2023	2023-24	2022-2023
Revenue from operations	3768.79	770.89	1033.92	770.89
Other income	218.99	106.92	200.28	94.99
Total income	3987.78	877.81	1234.20	865.88
Total expenses (before Interest and Depreciation)	3010.56	147.71	201.14	166.94
Profit/(Loss) before Interest and Depreciation	977.22	730.10	1033.06	698.94
Add/Less: Interest	41.83	38.02	137.88	38.02
Profit before Depreciation	935.39	692.08	895.18	660.92
Add/Less: Depreciation	14.28	12.57	66.55	12.65
Profit/ (Loss) before Tax	921.11	679.51	828.63	648.27
Exceptional Item	-	-		-
Tax Expenses -	183.00	154.00	183.00	154.00
Transfer to Reserve	-	-		-
Profit / (Loss) carried over to Balance Sheet	738.11	525.51	645.63	494.27

PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIRS Standalone Performance

Your Company during the year earned a sum of Rs.3,987.78 Lakhs as against Rs.877.81 Lakhs of the previous year. The net profit for the year has been Rs.738.11 lakhs as compared to Rs.525.51 Lakhs of the previous year.

Consolidated Performance

The total consolidated income for the year ended 31^st March 2024 is Rs.1,234.20 Lakhs as against Rs.865.88 Lakhs of the previous year and the Consolidated net profit is Rs. Rs.645.63 Lakhs as against Rs.494.27 Lakhs in the previous year.

STATE OF AFFAIRS OF THE COMPANY

Your Company has commenced business of EPC Contractor for building solar energy generating plants by executing its first project for its subsidiary M/s. Dynavision Green Solutions Limited. The project was completed, and generation of power from this unit has begun from November 2023.

The earning of your Company for the year represents earnings from lease rent as well as from execution of EPC contract

Further, your Company is also exploring the opportunities in the field of manufacturing of health care products. As a initial step, your Company has appointed IPSOS Research Private Limited for identifying the product and its market research. IPSOS Research Private Limited is in the process of carrying out the study.

The Company is also exploring expansion opportunities in the field of Solar Power generation through its subsidiary or otherwise.

SHARE CAPITAL

The paid up equity share capital of your company as on 31^st March 2024 was Rs.3,84,00,000/- No additions or alterations to the capital were made during the financial year 2023-24.

DIVIDEND

The Board of Directors did not recommend any dividend to the Shareholders for the financial year ended 31^stMarch 2024 in order to conserve the resources for future projects and expansion of the company.

TRANSFER OF PROFIT TO RESERVES

Your Company has not proposed to transfer any of its profits to General Reserves.

LISTING OF SHARES

The Shares of your Company are listed at the Bombay Stock Exchange having Scrip Code: 517238 and ISIN: INE083E01010

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and events occurred during the financial year ended 31st March 2024, except the following:-

1. Resignation of Mr. M S Meeramohideen, as Whole-time Director with effect from 7^th August, 2023

2. Appointment of Mr. Harshad Reddy as Non-executive Director of the Company with effect from 7^thAugust, 2023

3. Appointment of Mr. K. Skandan as Additional Director designated as Independent Director of the Company on 13th February 2024 with effect from 1st April, 2024. His appointment was further regularised in the Postal Ballot by way of remote e-voting dated 18th May 2024 by passing of special resolution.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATOR OR COURT

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There are no fresh loan, or investment given or made by the Company under Section 186 of the Companies Act, 2013 during the financial year 2023-2024. However, the Company has given financial guarantee to Subsidiary Company Dynavision Green Solution Limited.

As required under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is enclosed as Annexure -I.

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

CONSERVATION OF ENERGY

Your company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimised. No additional proposals/ investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption etc. is not applicable.

TECHNOLOGY ABSORPTION

Your company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Particulars	31.03.2024	31.03.2023
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

Appointment:

â¢ Mr. Suleelal V (DIN: 10711642), was appointed as a Additional Director designated as Managing Director of the Company effective from 8th August, 2024 subject to the approval of the shareholders. (brief note on Mr. Suleelal''s profile is mentioned as Annexure I to the Notice convening the 49th Annual General Meeting forming part to this annual report.)

In the opinion of the Board, he has strong operational, personal and good understanding of business challenges. The Board recommends his appointment to the shareholders.

None of the Directors or Key Managerial Personnel are interested in his appointment.

â¢ Ms. S. Swetha (DIN: 10744093) was appointed as an Additional Director designated as Independent Director of the Company effective from 20thAugust, 2024 subject to the approval of the shareholders. (brief note on Ms. S. Swetha profile is mentioned as Annexure I to the Notice convening the 49th Annual General Meeting forming part to this annual report.)

In the opinion of the Board she possesses required skills, knowledge, and experience in the fields of Compliance, Corporate Governance, legal and General Management. The Board recommends her appointment to the shareholders.

None of the Directors or Key Managerial Personnel are interested in her appointment.

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013 (âthe Actâ), Mr. A. Sudheer Reddy (DIN: 07184171) retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment, he offers himself for re-appointment and shall continue till his term as the Non-Executive Non -Independent Director. Brief profile of Mr. A. Sudheer Reddy is given in the Annexure I to the Notice of forthcoming Annual General Meeting of the Company.

APPOINTMENT AND RESIGNATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL Directors

1. Mr. M S Meeramohideen - Whole time Director (resigned with effect from 7th August 2023)

2. Mr. Harshad Reddy - Non-executive Director (appointed with effect from 7^th August, 2023)

3. Mr. K. Skandan - Independent Director (appointed on 13th February 2024 with effect from 1st April, 2024)

3. Mr. R.P Agrawal - Whole Time Director (Resigned on 8th August 2024 with effect from 30th September 2024)

4. Mrs. Lakshmi Subramanian - Independent Director ( Resigned on 8th August 2024 with immediate effect)

5. Mr. V. Suleelal, Additional Director designated as Manging Director (appointed with effect from 8th August 2024)

6. Ms. S. Swetha, Additional Director designated as Independent Director (appointed with effect from 20th August 2024)

Key Managerial Personnel

The Key Managerial Personnel of the company are:-

1. Mr. R.P Agrawal CFO - (Resigned from the position of CFO with effect from 9th August 2024)

2. Mrs. V. Jayashree - Company Secretary and Compliance Officer (resigned with effect from 11th May 2024)

3. Mrs. Rubavathy C - Company Secretary and Compliance Officer (appointed with effect from 11th May 2024)

4. Mr. Aditya J Krishna, CFO (appointed with effect from 10th August 2024)

Independent Directors'' Declaration

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations 2015 in respect of financial year ended 31st March 2024, which has been relied on by the Company and placed at the Board Meeting and was taken on record.

AUDITORS

M/s. R.Subramanian and Company LLP, chartered accountants (Firm Registration No.004137s/ S200041) were re-appointed as Statutory Auditors of the Company at the 47^th Annual General Meeting held on 22^ndSeptember, 2022, for a further period of Five years till the conclusion of the 52^nd Annual General Meeting to be held in the year 2027.

The Board has taken note of it and M/s. R.Subramanian and Company LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There were no qualifications, reservations, remarks or disclaimers made by M/s. R. Subramanian and Company LLP, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the Companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Mrs. Srividhya Narasimhan, Practicing Company Secretary (Membership No.34428/ CP 14058) was appointed as the Secretarial Auditor to conduct secretarial audit for the financial year 2024-25.

The Secretarial Audit report 2023-2024 as received from the Secretarial Auditor is annexed to this report as Annexure II

COMMENT ON SECRETARIAL AUDIT REPORT

There is no adverse opinion from the Secretarial Auditor on the secretarial compliances during the year under review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

INTERNAL AUDITORS

M/s Karra & Company Chartered Accountant (Firm Registration No. FRN001749s.) were appointed as Internal Auditors of the Company since 2017. They regularly conduct and submitted their quarterly audit reports, which were reviewed by the Audit Committee and Board members.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The Internal Auditor also reported in their IFC report that the Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

COST AUDITOR

The provisions of Appointment of Cost Auditor pursuant to the Companies Act 2013 are not applicable and hence no Cost Auditor has been appointed by the company during the financial year.

SECRETARIAL STANDARDS

Your company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The CSR Committee of the Company has approved a CSR policy which is available on the Website of the Company at www.dvnavision.in. The Annual report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure III to this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2024, the Company has only one Subsidiary Company namely Dynavision Green Solutions Limited

Pursuant to the provisions of Sections 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Listing Regulations, your Company had prepared Consolidated Financial Statements of the Company and its Subsidiary which forms part of the Annual Report.

The Annual Report of the Company containing standalone and consolidated financial statements has been placed on the website of the Company. Further, annual accounts of the Subsidiary Companies have also been placed on the website of your Company.

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure IV to the Board''s report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during the year ended 2024.

DETAILS OF MATERIAL SUBSIDIARY

The details of material subsidiary are as under:

Name of the Subsidiary	Dynavision Green Solutions Limited
Date of Incorporation	09-09-2022
Place of Incorporation	Chennai
Date of appointment of the statutory auditors	M/s. Hemadri & Co was appointed as the first auditors of the Subsidiary on 15-09-2022

RELATED PARTY TRANSACTIONS

The particulars of transaction made with related parties pursuant to Section 188 of the Companies Act, 2013 are set out in Note 33 of financial statements forming part of this Annual Report and the disclosure of the same in prescribed format - Form AOC-2 is annexed hereto as Annexure V and forms part of this report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.dynavision.in.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2024 is available on the Company''s website at www.dynavision.in

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this Report as Annexure VI. The information of employees as per Rule 5(2) is available on the website of the Company at www.dynavision.in.

The risk management is overseen by the Audit Committee of the Company on a continuous basis. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available on the Company website www.dvnavision.

PREVENTION OF SEXUAL HARRASMENT POLICY

The company has in place Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The said policy is also placed on the website of the Company viz. www.dynavision.in

The Company has constituted Internal Complaint Committee as per the aforesaid Act. The details of the Committee members as on 31^st March 2024 are given below:

1. Mrs. Lakshmmi Subramanian

2. Mrs. Srividhya Narasimhan

3. Mr. R P Agrawal

4. Mr. N Govindan (tenure completion on 31^st March 2024)

Your directors state that during the year under review the Committee met on 13^th February 2024 and observed that there were no complaints filed pursuant to the Sexual Harassment of the Woman at the Workplace (Prevention, Prohibition and Redressal) Act 2013.

BOARD DIVERSITY:

Since the Company falls under the exempted category as provided under Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 disclosure on Board Diversity is not applicable.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013, your company has established a Vigil Mechanism policy of directors and employees to report concerns about unethical behaviours, actual or suspect fraud, violations of code of conduct of the company etc. The mechanism also provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access by the Whistle Blower of the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The Vigil Mechanism policy is also available on the company''s website www.dynavision.in.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director and other matters provided under Section 178 of the Act are covered under the Board''s policy formulated by the company and is available on the company website www.dynavision.in.

DEPOSITS FROM PUBLIC

Your company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

Since your Company''s paid up Equity capital, and net worth is less than Rs.10 (ten) Crores and Rs.25 (twenty five) Crores respectively, the provisions of revised Regulation 15(2) of SEBI (LODR) Regulations 2015, relating to Corporate Governance, are not applicable to the Company.

DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2024-25 to the Bombay Stock Exchange where the company is listed.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer books of the company will remain closed with effect from 20^thSeptember, 2024 to 26^th September, 2024 (both days inclusive).

NUMBER OF MEETINGS OF THE BOARD

4 (Four) Meetings of the Board of Directors of the Company were held during the year 2023-24, which were on 20^th May, 2023, 07^th August, 2023, 10^th November, 2023, and 13^th February, 2024. The maximum time gap between any two consecutive meetings did not exceed 120 days. The attendances of the Directors in the Board meetings are as under:

Name of the Director	No. of Meetings entitled to attend	No. of Meetings attended
Mr. N Govindan (tenure completion 31.3.2024)	4	4
Mr. J Narayanamurty (tenure completion 31.3.2024)	4	2
Mrs. Lakshmmi Subramanian	4	4
Mr. R P Agrawal	4	4
Mr. M S Meeramohideen (resigned on 7.8.2023)	2	2
Mr. A. Sudheer Reddy	4	4
Mr. Harshad Reddy (appointed on 7.8.2023)	3	2
Mr. K. Skandan (appointed w.e.f. 1st April, 2024)	1	1

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholder''s Relationship committee and Corporate Social Responsibility Committee. The manner in which the evaluation has been carried out is explained below:-

A) EVALUATION OF NON- INDEPENDENT DIRECTORS BY INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 13^th February 2024, inter alia to:

I. Review the performance of non-independent directors and the Board as a whole

II. Assess 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

B) EVALUATION OF INDEPENDENT DIRECTORS BY NON- INDEPENDENT DIRECTORS''

During the year under review, the Directors (other than Independent Directors) met on 13th February

2024, inter alia to:

i. Review the performance of the independent directors of the company, considering the views of executive directors and non-executive directors.

ii. Assess 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.

BOARD COMPOSITION

As on 31^st March 2024, the Board is well constituted with composition of one executive, two non-executive

non-independent director and four non-executive independent directors in the meeting.

Category	Name of Director
Executive Directors	1. Mr.R.PAgrawal 2. Mr. M S Meeramohideen (resigned on 7^th August 2023.)
Non-Executive Director	1. Mr. A. Sudheer Reddy 2. Mr. Harshad Reddy (appointed with effective from 7.8.2023)
Independent Directors	1. Mrs.Lakshmmi Subramanian 2. Mr.N.Govindan (tenure completion on 31.3.2024) 3. Mr.J.Narayanamurty(tenure completion on 31.3.2024) 4. Mr. K. Skandan (appointed on 13.2.2024 with effective from 1.4.2024)

The Board of Directors Constitution as on 20th August 2024 is as below

Category	Name of the Director
Whole Time Director	Mr. R.P Agrawal
Managing Director	Mr. Suleelal V
Non-Executive Director	Mr. A Sudheer Reddy
Non-Executive Director	Mr. Harshad Reddy
Independent Director	Ms. S. Swetha
Independent Director	Mr. K. Skandan

COMMITTEES OF THE BOARD:

With a view to have more focused attention on various business aspects and better accountability the Board has constituted the following Committees:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders'' Relationship Committee.

â¢ Corporate Social Responsibility Committee

The Board''s Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board.

Audit Committee

As on 31^st March 2024, the Audit Committee Pursuent to Section 177(8), comprises of 2 Non-executive Independent Directors and 1 Executive Directors. The Committee was chaired by a Non-executive Independent Director, Shri. N Govindan with requisite qualification. In the opinion of the Board of Directors, all the members of Audit Committee are financially literate and also have accounting or related financial management experience.

The composition of the Audit Committee and particulars of meetings attended by the members of Audit Committee as on 31^st March 2024 are given below:

Name of the Director	Position	Category	No. of Meetings held	No. of Meetings entitled to attend	No. of Meetings attended
Mr. N Govindan (Tenure Completion on 31^st March 2024)	Chairman	Independent Director	4	4	4
Mr. J Narayanamurty (Tenure Completion on 31^st March 2024)	Member	Independent Director	4	4	2
Mrs. Lakshmmi Subramanian	Member	Independent Director	4	4	4
Mr. R P Agrawal	Member	Whole-time Director	4	4	4
Mr. M S Meeramohideen (resigned with effect from 7^th August 2023)	Member	Whole-time Director	4	2	2

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee.

During the year ended on 31^st March, 2024, Four meetings of the Audit Committee were held on 20^th May 2023, 7^th August 2023, 10^th November, 2023, 13^th February, 2024.

The Chairman of the Audit Committee has the accounting and related financial management expertise.

Statutory Auditors, Internal Auditors and Company Secretary has also attended the Audit Committee meetings when invited by the Committee.

The Audit Committee reviewed the quarterly half yearly and annual financial statements of the company before submission to the Board of Directors. The Committee also reviewed Internal Audit Reports, related party transactions etc. from time to time. It has also taken on record the appointment of Statutory Auditors, Internal Auditors and recommended to the Board the remuneration to be paid to them.

The role of Audit Committee and terms of reference specified by the Board to the Audit Committee are wide enough to cover the mandatory items, as required, under regulation 18 of SEBI (LODR) 2015.

â¢ Review of the company''s financial reporting process, the financial statements and financial/ risk management policies

â¢ Review quarterly, half yearly and annual financial accounts of the company and discuss with Auditors

â¢ To meet and review with External and Internal Auditors the internal control systems and to ensure their compliance

â¢ To review matters as required under SEBI (LODR) 2015.

â¢ To investigate matters referred to it by the Board

The Audit Committee was reconstituted with effect from 20th August 2024 as below

Name of the Director	Position	Category
Mr. K. Skandan	Chairperson	Independent Director
Ms. S. Swetha	Member	Independent Director
Mr. A Sudheer Reddy	Member	Non-Executive Director

NOMINATION AND REMUNERATION COMMITTEE

As per Section 178 of Companies Act, 2013 The Board of Directors shall constitute the Nomination and Remuneration Committee (NRC) consisting of three or more non-executive directors out of which not less than one-half shall be independent directors and the chairperson of the company (whether executive or nonexecutive) may be appointed as a member of the NRC but shall not chair such Committee.

As on 31st March 2024 the composition of the NRC and particulars of meetings attended by the members are given below:

Name of the Director	Position	Category	No. of Meetings held	Meeting attended
Mr. N Govindan (Tenure Completion on 31^st March 2024)	Chairman	Independent Director	3	3
Mr. J Narayanamurty (Tenure Completion on 31^st March 2024)	Member	Independent Director	3	1
Mrs. Lakshmmi Subramanian	Member	Independent Director	3	3

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee

During the year ended on 31^st March 2024, Three meetings of the Nomination & Remuneration Committee were held on 7^th August 2023, 9^th November 2023, and 13^th February 2024.

Nomination and Remuneration policy

The NRC shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

The NRC shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The NRC shall, while formulating the policy ensure thatâ

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors to run the company successfully

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) 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:

The Nomination and Remuneration Committee was reconstituted with effect from 20th August 2024 as below

Name of the Director	Position	Category
Mr. K. Skandan	Chairperson	Independent Director
Ms. S. Swetha	Member	Independent Director
Mr. A Sudheer Reddy	Member	Non-Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee (SRC) cohesively supports the Company and its Board in maintaining strong and long-lasting relations with its stakeholders at large. The SRC majorly ensures and oversees the prompt resolution of the grievances of security holders; the implementation of ways to enhance shareholder experience; assessment of performance of Registrar & Transfer Agent; monitoring of shareholding movements etc.

As on 31^st March 2024, the details of SRC composition and meetings are as under:-

Name of the Director	Position	Category	No. of Meetings held	No. of Meetings entitled to attend	No. of Meetings attended
Mr. N Govindan (Tenure Completion on 31^st March 2024)	Chairman	Independent Director	45	45	44
Mr. R.P. Agrawal	Member	Whole-time Director	45	45	45
Mr. M S Meeramohideen (resigned with effect from 7.8.2023)	Member	Whole-time Director	45	18	18
Mr. Sudheer Reddy (appointed as member with effective from 7.8.2023)	Member	Non- Executive Director	45	27	22

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee.

During the year ended 31^st March 2024, Thirty Two meetings of the Stakeholder Relationship Committee were held on 03^rd April, 2023, 07^th April, 2023, 10^th April, 2023, 18^th April, 2023, 24^th April, 2023, 24^th April,

2023, 28^th April, 2023, 12^th May, 2023, 19^th May, 2023, 28^th June, 2023, 03^rd July, 2023, 17^th July, 2023, 24^th July, 2023, 27^th July, 2023, 14^th August, 2023, 17^th July, 2023, 31^st August, 2023, 8^th September, 2023, 20^th September, 2023, 29^th September, 2023, 4^th October, 2023, 11^th October, 2023, 20^th October, 2023, 27^th October, 2023, 6^th November, 2023, 14^th November, 2023, 21^st November, 2023, 4^th December, 2023, 11^th December, 2023, 26^th December, 2023, 5^th January, 2024, 10^th January, 2024, 25^th January, 2024, 5^thFebruary, 2024, 12^th February, 2024, 22^nd February, 2024, 29^th February, 2024, 19^th March, 2024, 22^nd March,

2024, 29^th March, 2024.

As part of the Board''s annual evaluation of its effectiveness and that of its committees, as described earlier in the report, the SRC assessed its own effectiveness.

The members of the SRC agreed that its overall performance had been effective during the year. The Board accepted all the recommendations made by the Committee in Financial Year 2023-24.

The Stakeholders Relationship Committee was reconstituted with effect from 20th August 2024 as below

Name of the Director	Position	Category
Mr. A. Sudheer Reddy	Chairperson	Non-Executive Director
Mr. K. Skandan	Member	Independent Director
Mr. Suleelal. V	Member	Managing Director

CORPORATE SOCIAL RESPONSIBILITY COMMITTEEE

The major responsibility of Corporate Social Responsibility Committee (CSR) is as follows:

â¢ Formulate and recommend the CSR Policy to the Board for approval. The Committee shall indicate the projects to be undertaken by the Company as specified in Schedule VII;

â¢ Monitor the Policy from time to time and recommend changes to the Board;

â¢ Recommend the amount of expenditure to be incurred on CSR projects.

As on 31^st March 2024 the CSR Committee composition and meeting are as under:-

			No. of	No. of
Name of the Director	Position	Category	Meetings held	Meetings attended
Mrs. Lakshmmi Subramanian	Chairman	Independent Director	1	1
Mr. R.P Agrawal	Member	Whole-time Director	1	1
Mr. M S Meeramohideen ( resigned on 7.8.2023)	Member	Whole-time Director	1	1
Mr. Sudheer Reddy (appointed as member with effective from 7.8.2023)	Member	Non- Executive Director	NA	NA

Mrs. V. Jayashree, Company Secretary acted as Secretary of the Committee.

During the year ended on 31^st March 2024, One meeting of the CSR Committee were held on 07^th August 2023.

The Corporate Social Responsibility Committee was reconstituted with effect from 20th August 2024 as below

Composition	Designation	Category
Mr. A. Sudheer Reddy	Chairperson	Non-Executive Director
Ms. S. Swetha	Member	Independent Director
Mr. Suleelal. V	Member	Managing Director

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 13^th February 2024 without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.dvnavision.in.

POLICIES

The company has the following policies which are applicable as per the Companies Act 2013 and SEBI (LODR) Regulations, which are placed on the website of the company.

i) Code of conduct for Directors and Senior Management

ii) Whistle Blower Policy/ Vigil Mechanism

iii) Policy of Directors'' Appointment and remuneration

iv) Policy on determining materiality of events

v) Policy on documents preservation and archival

vi) Terms of appointment of independent directors

vii) Nomination & Remuneration policy

viii) Policy on related party transactions

ix) Policy on sexual harassment of women at work place (prevention, prohibition and redressal) Act 2013

x) Corporate Social Responsibility Policy

xi) Policy on material subsidiaries

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the Company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned. The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. Detailed policy on Code of Conduct in pursuance to SEBI (Prohibition of Insiders Trading) Regulations 2015 as amended, is available in the company website www.dynavision.in

DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the company hold all their shares in demat form. Notices in pursuance to circular No SEBI/ LAd/nRO/GN/2018/24 of SEBI and MCA were sent to all shareholders holding physical shares in regular intervals by the Registrar and Share Transfer Agents.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(1) The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable :

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: 1 Shareholder holding 200 Shares

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: 1 Shareholder

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: 4 Shareholders holding 400 Shares

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: 4 Shareholders holding 400 Shares

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

to convey their thanks to all the valued shareholders of the Company and to the Bankers for their valuable services and the support extended to the Company.

For and on behalf of the Board of Directors R.P.AGRAWAL A. SUDHEER REDDY

Whole time Director Director

DIN:05253615 DIN:07184171

Place: Chennai Date: 20^th August, 2024

Mar 31, 2023

Your Directors have pleasure in presenting the Forty Eighth Annual Report of M/s Dynavision Limited along with the audited financial statements for the year ended March 31,2023.

PERFORMANCE FOR THE YEAR

Standalone Performance

The Company during the year earned a sum of Rs. 877.81 Lakhs as against Rs. 874.51 Lakhs of the previous year. The net profit for the year has been Rs. 525.51 lakhs as compared to Rs. 506.99 Lakhs of the previous year.

Consolidated Performance

The total consolidated turnover for the year ended 31^st March 2023 is Rs. 865.88 Lakhs and the Consolidated net Profit is Rs. 494.27 Lakhs. Since this is the first year of Consolidation, previous year figures are not available for comparison.

The performance summary is presented herewith.

FINANCIAL RESULTS

PARTICULARS	Standalone		Consolidated
	2022-2023	2021-2022	2022-23
Revenue from operations	770.89	750.66	770.89
Other income	106.92	123.85	94.99
Total income	877.81	874.51	865.88
Total expenses (before Interest and Depreciation)	147.71	170.22	166.94
Profit/(Loss) before Interest and Depreciation	730.10	704.29	698.94
Add/Less: Interest	38.02	34.57	38.02
Profit before Depreciation	692.08	669.72	660.92
Add/Less: Depreciation	12.57	12.73	12.65
Profit/ (Loss) before Tax	679.51	656.99	648.27
Exceptional Item	-	-	-
Tax Expenses -	154.00	150.00	154.00
Transfer to Reserve	-	-	-
Profit / (Loss) carried over to Balance Sheet	525.51	506.99	494.27

STATE OF AFFAIRS OF THE COMPANY.

At present, the earnings of the Company are through lease rent only and during the year under review the Company has commenced business as EPC contractors for generation of electricity using solar energy for its subsidiary, M/s. Dynavision Green Solutions Limited. The project is at implementation stage.

BUSINESS PERFORMANCE OF THE COMPANY

Apart from revenue from Lease rental, your Board is also exploring new opportunities in the field of Solar Power generation through its Subsidiary.

SHARE CAPITAL

The paid up equity share capital of your company as on 31^st March 2023 was Rs.3,84,00,000/- No additions or alterations to the capital were made during the financial year 2022-23. The calls in arrears due amounting to Rs. 20,905 was realised during the year.

DIVIDEND

The Board of Directors did not recommend any dividend to the Shareholders for the financial year ended 31^stMarch 2023 in view to conserve the resource for future projects and expansion of the company.

TRANSFER OF PROFIT TO RESERVES

The Company has not proposed to transfer any of its profits to General Reserves.

LISTING OF SHARES

The Shares of the Company are listed at the Bombay Stock Exchange having ISIN: INE083E01010. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and events occurred during the financial year except the following:-

1. Appointment of Mrs. V. Jayashree as Company Secretary and Compliance Officer of the company with effect from 18^th May 2022.

2. Appointment of Mr. A. Sudheer Reddy as Additional Director of the Company with effect from 12^th October, 2022

3. Incorporation of a Wholly-owned Subsidiary, Dynavision Green Solutions Limited to generate Solar Power.

4. Entered into Solar EPC Contract with Dynavision Green Solutions Limited

5. Entered into Shareholderâs Agreement with its Wholly owned Subsidiary and the Captive User, enabling the Captive user to participate and Subscribe the Equity Shares of its Wholly owned Subsidiary.

SIGNIFICANT & MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2022-2023, the Company has:

A. Invested in Subsidiary, M/s. Dynavision Green Solutions Limited amounting to Rs. 8,85,00,000 (Rupees Eight Crores and Eighty-Five Lakhs only) towards equity subscription.

B. Granted Short-term loan of Rs. 3,26,00,000 (Rupees Three Crore and Twenty-Six Lakhs Only) to its wholly owned subsidiary, however recovered fully before the end of the financial year.

C. Extended Guarantee for its wholly Owned Subsidiary in favour of HDFC Bank for the Loan to be availed by the Subsidiary.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is enclosed as Annexure -I.

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

CONSERVATION OF ENERGY

The company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimised. No additional proposals/ investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption etc. is not applicable.

TECHNOLOGY ABSORPTION

The company has not adopted / intends to adopt any technology for its business and hence no reporting is required to be furnished under this heading.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

Particulars	31.03.2023	31.03.2022
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

Appointment:

â¢ Mr. A. Sudheer Reddy (DIN: 07184171), was appointed as an Additional Director (Non-Executive and Non-Independent) of the Company effective from 12^th October, 2022 subject to the approval of the shareholders. He is a Chartered Accountant having more than 34 years of experience in the domain of Financial Management. Presently, he is working with PPN Power Generating Company Private Limited, Chennai as Chief Financial Officer.

In the opinion of the Board, he has strong operational, personal and good understanding of business challenges. The Board recommends his appointment to the shareholders. The notice convening the 48^thAnnual General Meeting forming part to this annual report sets out his details.

â¢ Mr. Harshad Reddy (DIN: 02364798) was appointed as an Additional Director (Non-Executive and Non-Independent) of the Company effective from 7^th August, 2023 subject to the approval of the shareholders. Mr. Harshad Reddy is the Joint Managing Directors of PPN Power Generating Company

Private Limited, Chennai. Mr. Harshad Reddy holds a degree in B.E (Manufacturing & Management from University of Warwick -Coventry - United Kingdom and post-graduation degree in M.sc (Management) from Cass Business School -City University London. He has vast experience in the area of operations of the Power sector.

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013 (âthe Actâ), Mr. R P Agrawal retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment. Mr. R P Agrawal offered himself for re-appointment and shall continue till his term as the Whole time Director. Brief profile of Mr. R P Agrawal is given in the Annexure I to the Notice of forthcoming Annual General Meeting of the Company.

Resignation

Mr. M S Meeramohideen, Whole-time Director, resigned from Directorship of the Company with effect from 7^th August 2023 due to personal reasons.

Key Managerial Personnel

The Key Managerial Personnel of the company are:-

1. Mr. R P Agrawal- CFO / Whole-time Director

2. Mr. M S Meeramohideen - Whole time Director (Resigned with effect from 7^th August 2023)

3. Mrs. V. Jayashree - Company Secretary and Compliance Officer (appointed with effect from 18^thMay 2022)

Independent Directorsâ Declaration

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations 2015 in respect of financial year ended 31st March 2022-23, which has been relied on by the Company and placed at the Board Meeting and was taken on record.

AUDITORS

The Board has taken note and M/s. R.Subramanian and Company LLP, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

COMMENT ON STATUTORY AUDITORâS REPORT

There were no qualifications, reservations, remarks or disclaimers made by M/s. R Subramanian & Company LLP, Statutory Auditor, in their audit report.

SECRETARIAL AUDITOR

COMMENT ON SECRETARIAL AUDIT REPORT

There is no adverse opinion from the Secretarial Auditor on the secretarial compliances during the year under review.

REPORTING OF FRAUDS BY AUDITORS

INTERNAL AUDITORS

M/s Karra & Company Chartered Accountant (Firm Registration No.FRN001749s.) were appointed as Internal Auditors of the Company since 2017. They regularly conducted audit and submitted their quarterly reports, which were reviewed by the Audit Committee and Board members.

INTERNAL CONTROL AND ITS ADEQUACY

COST AUDITOR

The provisions of Appointment of Cost Auditor pursuant to the Companies Act 2013 are not applicable and hence no Cost Auditor has been appointed by the company during the financial year.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The CSR Committee of the Company has approved a CSR policy which is available on the Website of the Company at www.dynavision.in. The Annual report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended in Annexure III to this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31st March, 2023, the Company has 1 (One) Subsidiary Company namely Dynavision Green Solutions Limited (Incorporated on 09^th September, 2022).

Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC-1 is appended as Annexure IV to the Boardâs report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during the year ended 2023.

DETAILS OF MATERIAL SUBSIDIARY

The details of material subsidiary are as under:

Name of the Subsidiary	Dynavision Green Solutions Limited
Date of Incorporation	09-09-2022
Place of Incorporation	Chennai
Date of appointment of the statutory auditors	M/s. Hemadri & Co was appointed as the first auditors of the Subsidiary on 15-09-2022

RELATED PARTY TRANSACTIONS

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website at www.dvnavision.in.

None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2023 is available on the Companyâs website at https://www.dynavision.in/form-mgt-7.php

PARTICULARS OF REMUNERATION

RISK MANAGEMENT POLICY

PREVENTION OF SEXUAL HARRASMENT POLICY

The said policy also placed on the website of the Company viz. www.dvnavision.in

The Company has constituted Internal Complaint Committee as per the aforesaid Act. The details of the Committee members are given below:

1. Mrs. Lakshmmi Subramanian

2. Mrs. Srividhya Narasimhan

3. Mr. N Govindan

4. Mr. R P Agrawal

Your directors state that during the year under review the Committee met on 8^th February 2023 and observed that there were no complaints filed pursuant to the Sexual Harassment of the Woman at the Workplace (Prevention, Prohibition and Redressal) Act 2013.

BOARD DIVERSITY:

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act 2013, your company has established a Vigil Mechanism policy of directors and employees to report concerns about unethical behaviours, actual or suspect fraud, violations of code of conduct of the company etc. The mechanism also provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access by the Whistle Blower of the Audit Committee. It is affirmed that during the Financial Year 2022-23, no employee has been denied access to the Audit Committee. The Vigil Mechanism policy is also available on the companyâs website www.dvnavision.in.

POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration including criteria for determining qualifications, positive attributes independence of a director and other matters provided under Section 178 of the Act are covered under the Boardâs policy formulated by the company and is available on the company website www.dvnavision.in.

DEPOSITS FROM PUBLIC

The company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

CORPORATE GOVERNANCE REPORT

Since your Companyâs paid up Equity capital, and net worth is less than Rs.10 Crores and Rs.25 Crores respectively, the provisions of revised Regulation 15(2) of SEBI (LODR) Regulations 2015, relating to Corporate Governance, are not applicable to the Company.

DETAILS OF ONE TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION ALONG WITH THE REASONS THEREOF

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

LISTING FEES

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay Stock Exchange where the company is listed.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS

The Register of Members and Share Transfer books of the company will remain closed with effect from 20^thSeptember, 2023 to 26^th September, 2023 (both days inclusive).

NUMBER OF MEETINGS OF THE BOARD

8 (Eight) Meetings of the Board of Directors of the Company were held during the year 2022-23, which were on 18^th May, 2022, 25^th July, 2022, 9^th August, 2022, 23^rd August, 2022, 12^th October, 2022, 5^th November, 2022, 19^th January, 2023 and 8^th February, 2023. The maximum time gap between any two consecutive meetings did not exceed 120 days. The attendances of the Directors in the Board meetings are as under:

Name of the Director	No. of Meetings entitled to attend	No. of Meetings attended
Mr. N Govindan	8	8
Mr. J Narayanamurty	8	6
Mrs. Lakshmmi Subramanian	8	8
Mr. R P Agrawal	8	8
Mr. M S Meeramohideen	8	8
Mr. A. Sudheer Reddy	3	3

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and of the Listing Agreement, the Board has carried ou annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship committees. The manner in which the evaluation has been carried out is explained below:-

A) EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORSâ

During the year under review, the Independent Directors met on 8^th February 2023, inter alia to:

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

ii. Assess 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

B) EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORSâ

During the year under review, the Directors (other than Independent Directors) met on 8^th February 2023, inter alia to:

i. Review the performance of the independent directors of the company, taking into account the views of executive directors and non-executive directors.

ii. Assess 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.

BOARD COMPOSITION

The Board is well constituted with composition of two executive, one non-executive non-independent director and three non-executive independent directors in the meeting.

Category	Name of Director
Executive Directors	Mr.R.P.Agrawal Mr.M.S Meeramohideen
Non-Executive Non-Independent Director	Mr. A. Sudheer Reddy
Non-Executive Independent Directors	Mrs.Lakshmmi Subramanian Mr.N.Govindan Mr.J.Narayanamurty

COMMITTEES OF THE BOARD:

With a view to have more focused attention on various business aspects and better accountability the Board has constituted the following Committees:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholdersâ Relationship Committee.

â¢ Corporate Social Responsibility

The Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the Board.

Audit Committee

As required under Section 177(8), the Audit Committee comprises of 3 Non-executive Independent Directors and 2 Executive Directors. The Committee was chaired by a Non-executive Independent Director, Shri. N Govindan with requisite qualification. In the opinion of the Board of Directors, all the members of Audit Committee are financially literate and also have accounting or related financial management experience.

The composition of the Audit Committee and particulars of meetings attended by the members of Audit Committee are given below:

Name of the Director	Position	No. of Meetings held	No. of Meetings attended
Mr. N Govindan	Chairman	6	6
Mr. J Narayanamurty	Member	6	4
Mrs. Lakshmmi Subramanian	Member	6	6
Mr. R P Agrawal	Member	6	6
Mr. M S Meeramohideen	Member	6	6

Mrs. V. Jayashree, Company Secretary acts as Secretary of the Committee.

During the year ended on 31^st March, 2023, Six meetings of the Audit Committee were held on 18^th May 2022, 9^th August 2022, 12^th October, 2022, 5^th November 2022, 19^th January, 2023 and 8^th February 2023.

The Chairman of the Audit Committee has the accounting and related financial management expertise.

Statutory Auditors, Internal Auditors and Company Secretary has also attended the Audit Committee meetings when invited by the Committee.

The role of Audit Committee and terms of reference specified by the Board to the Audit Committee are wide enough to cover the mandatory items, as required, under clause 49 of the Listing Agreement.

â¢ Review of the companyâs financial reporting process, the financial statements and financial/ risk management policies

â¢ Review quarterly, half yearly and annual financial accounts of the company and discuss with Auditors

â¢ To meet and review with External and Internal Auditors the internal control systems and to ensure their compliance

â¢ To review matters as required under the terms of Listing Agreement

â¢ To investigate matters referred to it by the Board.

NOMINATION AND REMUNERATION COMMITTEE

As per Section 178 of Companies Act, 2013 The Board of Directors shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one-half shall be independent directors and the chairperson of the company (whether executive or nonexecutive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.

The composition of the Nomination and Remuneration Committee and particulars of meetings attended by the members of Audit Committee are given below:

Name of the Director	Position	No. of Meetings held	Meeting attended
Mr. N Govindan	Chairman	3	3
Mr. J Narayanamurty	Member	3	3
Mrs. Lakshmmi Subramanian	Member	3	3

Mrs. V. Jayashree, Company Secretary acts as Secretary of the Committee.

During the year ended on 31^st March 2023, Three meetings of the Nomination & Remuneration Committee were held on 18^th May 2022, 12^th October 2022, and 8^th February 2023.

Nomination and Remuneration policy

The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Nomination and Remuneration Committee shall, while formulating the policy ensure thatâ

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholdersâ Relationship Committee (SRC) cohesively supports the Company and its Board in maintaining strong and long-lasting relations with its stakeholders at large. The SRC majorly ensures and oversees the prompt resolution of the grievances of security holders; the implementation of ways to enhance shareholder experience; assessment of performance of Registrar & Transfer Agent; monitoring of shareholding movements etc.

The details of SRC composition and meetings are as under-

Name of the Director	Position	No. of Meetings held	No. of Meetings attended
Mr. N Govindan	Chairman	32	32
Mr. R.P. Agrawal	Member	32	32
Mr. M S Meeramohideen	Member	32	31

Mrs. V. Jayashree, Company Secretary acts as Secretary of the Committee.

During the year ended on 31.03.2023, Thirty Two meetings of the Stakeholder Relationship Committee were held on 21^st April, 2022, 2^nd May, 2022, 11^th May, 2022, 7^th June, 2022, 14^th June, 2022, 24^th June, 2022, 1^st July, 2022, 11^th July, 2022, 22^nd July, 2022, 12^th August, 2022, 17^th August, 2022, 30^th August, 2022, 12^th

September, 2022, 16^th September, 2022, 30^th September, 2022, 21^st October, 2022, 26^th October, 2022, 1^stNovember, 2022, 8^th November, 2022, 21^st November, 2022, 14^th December, 2022, 23^rd December, 2022, 30^th December, 2022, 13^th January, 2023, 19^th January, 2023, 24^th January, 2023, 16^th February, 2023, 24^thFebruary, 2023, 1^st March, 2023, 6^th March, 2023, 13^th March, 2023 and 28^th March, 2023.

As part of the Boardâs annual evaluation of its effectiveness and that of its Committees, as described earlier in the report, the SRC assessed its own effectiveness.

The members of the SRC agreed that its overall performance had been effective during the year. The Board accepted all the recommendations made by the Committee in Financial Year 2022-23.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The major responsibility of CSR Committee is as follows:

â¢ Formulate and recommend the CSR Policy to the Board for approval. The Committee shall indicate the projects to be undertaken by the Company as specified in Schedule VII;

â¢ Monitor the Policy from time to time and recommend changes to the Board;

â¢ Recommend the amount of expenditure to be incurred on CSR projects.

The details of CSR Committee composition and meetings are as under:-

Name of the Director	Position	No. of Meetings held	No. of Meetings attended
Mrs. Lakshmmi Subramanian	Chairman	2	2
Mr. R.P. Agrawal	Member	2	2
Mr. M S Meeramohideen	Member	2	2

Mrs. V. Jayashree, Company Secretary acts as Secretary of the Committee.

During the year ended on 31^st March 2023, Two meetings of the CSR Committee were held on 09^th August 2022 and 8^th February 2023.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 8^th February 2023 without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

POLICIES

The company has the following policies which are applicable as per the Companies Act 2013 and SEBI (LODR) Regulations, which are placed on the website of the company.

i) Code of conduct for Directors and Senior Management

ii) Whistle Blower Policy/ Vigil Mechanism

iii) Policy of Directorsâ Appointment and remuneration

iv) Policy on determining materiality of events

v) Policy on documents preservation and archival

vi) Terms of appointment of independent directors

vii) Nomination & Remuneration policy

viii) Policy on related party transactions

ix) Policy on sexual harassment of women at work place (prevention, prohibition and redressal) Act 2013

x) Corporate Social Responsibility Policy

xi) Policy on material subsidiaries

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the company hold all their shares in demat form. Notices in pursuance to circular No SEBI/ LAD/NRO/GN/2018/24 of SEBI and MCA were sent to all shareholders holding physical shares in regular intervals by the Registrar and Share Transfer Agents.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

(1) The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable :
(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;	NIL
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year:	NIL
(c) number of shareholders to whom shares were transferred from suspense account during the year:	NIL
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year:	1
(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares:	100

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey their thanks to all the valued shareholders of the Company and to the Bankers for their valuable services.

For and on behalf of the Board of Directors R.P.AGRAWAL A. SUDHEER REDDY

Whole time Director/CFO Director

DIN:05253615 DIN: 07184171

Place: Chennai Date: 9^th August, 2023

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Fortieth Annual Report of Dynavision Limited along with the audited financial statements for the year ended 31st March, 2015.

FINANCIAL RESULTS

( Rs. In lakhs) ( Rs. In lakhs) 2014-2015 2013-2014

Profit/(Loss) before Interest and Depreciation 380.21 13.70

Add/Less: Interest - 0.09

Profit before Depreciation 380.21 13.79

Add/Less: Depreciation 1.05 0.75

Profit/(Loss) before Tax 379.16 13.04

Exceptional Item - -

Tax Expenses related to earlier years - -

Profit/(Loss) carried over to Balance Sheet 379.16 13.04

PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

The Company during the year earned a sum of Rs. 432.15 lacs as lease rental income. The corresponding figure for the previous year was Rs.61.29 lacs.

At present, the earnings of the company is through lease rent only and it will remain so till the accumulated losses are wiped out entirely and a sufficient cash reserves achieved to take a fresh venture. During the financial year 2015-16 your company shall be earning Rs.465.00 lacs as lease rental income.

During the year under review there is no change in the nature of activity of the company.

DIVIDEND

Considering the huge accumulated losses, your Board of Directors could not recommend any dividend to the Shareholders for the financial year ended 31.03.2015.

TRANSFER OF PROFIT TO RESERVES

The Company has not proposed to transfer any of its profits to reserves in view of the Carried forward losses.

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report; and there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There have been no loan, guarantees and investment given or made by the Company under Section 186 of the Act during the financial year 2014 - 2015.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The company doesn't have any subsidiaries, associates and joint venture companies.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure I" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013, Shri M.S.Meeramohideen, who retire by rotation at the forthcoming AGM and is eligible for re appointment. Shri M.S.Meeramohideen offers himself for re-appointment. Brief profile is mentioned in the Notice of forthcomingAnnual General Meeting of the company

Independent Director

Smt. Lakshmmi Subramanian was appointed as independent director on 11.11.2014, based on the recommendation of Nomination and Remuneration Committee.

The Board recommends her appointment and accordingly resolution seeking approval of the members for her appointment has been included in the Notice of forthcoming Annual General Meeting of the company along with her brief profile.

INDEPENDENT DIRECTORS' DECLARATION

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at the Board Meeting of the Company.

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed there under, M/s. P. Chandrasekar, Chartered Accountants, (firm registration no. 000580s) were appointed auditors of the company from the conclusion of the 39 th Annual General Meeting (AGM) of the company held on 30th September2014 till the conclusion of AGM to be held in 2017, subject to ratification of their appointment at every AGM.

COMMENT ON STATUTORY AUDITOR REPORT

There are no qualifications, reservations, remarks or disclaimers made by M/s. P.Chandrasekar, Statutory auditor, in their audit report .The statutory auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2014-15.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204 (1) of the companies Act 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed, Mr.P.S.Srinivasan, Practicing Company Secretary (Membership:No1090, CP No.3122.) to conduct secretarial audit for the financial year 2014-15.

The Secretarial Audit report as received from the secretarial auditor is annexed to this report as Annexure II.

COMMENT-ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor, Mr. P.S.Srinivasan, Practicing Company Secretary bearing (MembershipNo1090 CP No. 3122.), in his Secretarial Audit Report, the company has taken the corrective measures during the current financial year.

INTERNAL CONTROL AND ITS ADEQUACY

M/s R.Subramanian & Company, Chartered Accountant (Firm Reg No. 004137s) were appointed as internal auditors of the Company. They regularly conduct audit and submit their quarterly reports, which are reviewed by the Audit Committee. The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RELATED PARTY TRANSACTIONS

During the year 2014 - 2015, the Company had not entered into any material transaction with related parties as per section 188 of the Companies Act, 2013. Hence the question of reporting under the requirement of said section doesn't arise.

However, the company has entered in to a lease agreement with a party in which the promoter of your company has significant influence and the details of the same is available in the Notes on Accounts.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return in form MGT -9 as provided under Sub Section (3) of the Section 92 of the CompaniesAct,2013 (the "Act") is annexed herewith as Annexure -III to this report.

PERSONNEL

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this Report as Annexure IV

RISK MANAGEMENT POLICY

The risk management is overseen by the Audit committee of the company in a continuous basis. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis. The Risk Management policy is available on the Company website www.dynavision.in

DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Presently the total number of employees are less than the statutory limit and hence the company has not constituted a separate committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

However the company has zero tolerance for sexual harassment at workplace.

During the financial year 2014-15, the Company has not received any sexual harassment complaints.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Presently the company has very limited activity, No management discussion at large has taken place during the year.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

CORPORATE GOVERNANCE REPORT

Since your company's paid up Equity capital and Net worth is less than Rs.10 crores and Rs.25 crores respectively, the provisions of revised Clause 49 relating to Corporate Governance, vide SEBI circular number CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 is not applicable to the company.

NUMBER OF MEETINGS OF THE BOARD

In total 4(four) Meetings of the Board of Directors of the Company were held during the year 2014-15,held on 2nd May 2014, 11th August 2014, 11th November 2014 and 11th February 2015. The maximum time gap between any two consecutive meetings did not exceed 120 days.

PERFORMANCE EVALUATION OF BOARD, COMMITTEE AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and Nomination & Remuneration Committees and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

A structured questionnaire was prepared after taking into consideration of the inputs received from the Directors, covering various aspects of the Board's functioning such adequacy of the composition of the Board and its Committees,Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level engagement and contribution,independence of judgement, safeguarding the interests of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman of the Board and the Executive Directors was carried out by the Independent Directors.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

WHISTLE BLOWERPOLICY/VIGIL MECHANISM

As the activity in the company is very limited, company does not have a whistle blower policy framed at present. However, a full fledge policy shall be in place once the activity in the company takes off. Further, Directors and employees are having full access to the audit committee to report their genuine and serious concern if they observe any.

POLICY OF DIRECTORS' APPOINTMENT AND REMUNARATION

Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 of the Act are covered under the Board's policy formulated by the Company and is available on the Company website www.dvnavision.in

BOARD COMPOSITION

The Board is well constituted with composition of two executive and three non-executive independent directors in the meeting.

Category Name of Director

Executive Director Mr.R.P. Agarwal

Mr.M. S. Meeramohideen

Independent Mrs.Lakshmmi Subramanian

Non-Executive Directors Mr.N.Govindan

Mr.J.Narayanamurthy

Board Committees

The Board has constituted the following committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.

Audit Committee

(A) Qualified and Independent Audit Committee

The Company complies with Section 177 of the Companies Act, 2013 the Audit Committee. Its functioning is as under:

(i) The Audit Committee presently consists of two whole time directors and three Independent Directors.

(ii) All members of the Committee are financially literate and having the requisite financial management expertise;

(iii) The Chairman of the Audit Committee is an Independent Director;

(iv) The Chairman of the Audit Committee was present at the last Annual General Meeting held on 30th September2014.

(B) Terms

The terms of reference of the Audit Committee include:

* the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

* review and monitor the auditor's independence and performance, and effectiveness of audit process;

* examination of the financial statement and the auditors' report thereon;

* approval or any subsequent modification of transactions of the company with related parties;

* scrutiny of inter-corporate loans and investments

* valuation of undertakings or assets of the company, wherever it is necessary;

* evaluation of internal financial controls and risk management systems;

* Monitoring the end use of funds raised through public offers and related matters.

Powers of Audit Committee:

The Audit committee shall have the authority -

* To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board.

* To discuss any related issues with the internal and statutory auditors and the management of the company

* To investigate into any matter in relation to the items or referred to it by the Board

* To obtain professional advice from external sources

* To have full access to information contained in the records of the company.

(C) Composition, names of Members and Chairperson, its meetings and attendance:

The composition of the Committee consists of Mr.N.Govindan, an independent Director, its Chairman, Mr.R.P.Agrawal, Mr. M.S.Meeramohideen, Mr.J.Narayanamurty and Mrs. Lakshmmi Subramanian are as members of the committee.During the year, 4 Audit Committee meetings were held on 2nd May'14, 11th August'14, 11th November'14 and 11th February'15.

The composition of the Audit Committee and number of meetings attended by the Members during the year are given below:

Name of Member Category Meetings Meetings held during attended FY 2015

Mr. N.Govindan Independent/ chairman 4 4

Mr.J.Narayanamurty Independent 4 4

Mrs.Lakshmmi Subramanian Independent 2 2

Mr. R.P.Agrawal Whole Time 4 4 Director

Mr. M.S.Meeramohideen Whole Time 4 4 Director

The Committee meetings was attended by the representatives of Statutory Auditors on invitation.

Nomination and Remuneration Committee

(A) Constitution

All the five Directors namely Shri.N.Govindan, Shri J.Narayanamurty, Shri R.P.Agrawal, Shri. M.S.Meeramohideen and Mrs. Lakshmmi Subramanian are Members of the Nomination and Remuneration Committee. Shri N.Govindan being the chairman of the committee. All increments/ remuneration etc are decided at the Meetings collectively.

(B) Terms of reference

Terms of reference of the Nomination and Remuneration Committee include:

* The Committee shall formulate the criteria for determining the qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

* The Committee shall identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

* The Committee shall ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay.

* Review the policy from time to time for selection and appointment of Directors and senior management employees and their remuneration;

* Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

* Filling up of vacancies in the Board that might occur from time to time and appointment of additional Non-Executive Directors. In making these recommendations, the Committee shall take into account the special professional skills required for efficient discharge of the Board's functions.

* Recommendation to the board with regard to retirement of Directors, liable to retire by rotation and appointment of Executive Directors.

* To determine and recommend to the Board from time to time

(a) The amount of commission and fees payable to the Directors within the applicable provisions of the Companies Act, 2013.

(b) The amount of remuneration, including performance or achievement bonus and perquisites payable to the Executive Directors

(c) To frame guidelines for Reward Management and recommend suitable schemes for the Executive Directors and Senior Management.

* To determine the need for key man insurance for any of the company's personnel

* To carry out the evaluation of every director's performance

* To carry out any function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modifications as may be applicable.

(C) Meetings and attendance during the year:

During the year, two meetings of Nomination and Remuneration Committee were held on 11th August 2014 and 11th November 2014.

The number of meetings attended by the members during the year are given below.

Name of Member Category Meetings Meetings held during attended FY 2015

Mr. N.Govindan Independent/ chairman 2 2

Mr.J.Narayanamurty Independent 2 2

Mrs.Lakshmmi Subramanian Independent 2 1

Mr. R.P.Agrawal Whole Time 2 2 Director

Mr. M.S.Meeramohideen Whole Time 2 2 Director

(D) Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration. Remuneration Policy of the Company is available in the company website www.dvnavision.in

(c) Details of Remuneration to Directors

Details of Remuneration Mr.R.P.Agrawal M.S.Meeramohideen to Directors

Salary & perquisites 5,38,100 5,13,048

Contribution to Retirement NIL NIL funds

Stock options NIL NIL

Number of Shares held NIL NIL

Service Contracts NIL NIL

Notice period One Month One Month

Notes:

There has been no pecuniary relationship or transactions other than above of the Non-Executive Independent Directors vis-a-vis the Company during the year under review.

The Stakeholders Relationship Committee specifically looks into issues such as redressing of shareholders' and investors' complaints such as transfer of shares, non receipt of shares, non-receipt of declared dividends and ensuring expeditious share transfers and also redresses the grievances of deposit holders, debenture holders and other security holders.

(A) Composition, Members, its meetings and attendance

This Committee comprises of Mr. N.Govindan as Chairman with Mr.R.P. Agrawal and Mr. M.S.Meeramohideen as members of the Committee.

The composition of the Stakeholders Relationship Committee and number of meetings attended by the Members during the year are given below:

Name of Member Category Meetings Meetings held during attended FY 2015

Mr. N.Govindan Independent/ chairman 7 7

Mr. R.P.Agrawal Whole Time 7 7 Director

Mr. M.S.Meeramohideen Whole Time 7 7 Director

CORPORATE SOCIALRESPONSIBILITY(CSR):

Your company is not having Net profits of more than 5 Crore rupees, in the Year 2013-14 and therefore Constituting of a CSR committee in accordance with the provisions of section 135 of the Act does not arise.

GENERAL INFORMATION:

1) AGM Date,

30th September 2015 at 10.30a.m

Time and Venue:

Shri Vidya Kalyan Mahal, Old. No. 142, (L.B.Road), New No. 74, Kalki Krishnamoorthy Salai, Thiruvanmiyur, Chennai- 600041

2) Financial Calendar

1st Quarter - 1st April to 30th June

2nd Quarter - 1st July to 30th September

3rd Quarter - 1st October to 31st December

4th & last Quarter - 1st January to 31st March

3) Date of Book Closure

Thursday 24th September 2015 to Wednesday 30th September, 2015 (Both days inclusive)

4) Record Dates Nil

5) Dividend Payment Date Not Applicable

6) Listing with Stock Exchanges (with Stock Code)

Regional Stock Exchange Code for Dynavision Ltd.

The Stock Exchange, Mumbai 517238 Phiroze Jeejeebhoy Towers 25th Floor, Dalal Street Mumbai 400 001.

7) Listing Fees was Paid for all the above stock exchanges for 2014-2015 and 2015-16

8) Address of Registered office

3rd Floor, JHAVER PLAZA, 1-A, Nungambakkam High Road, Chennai- 600 034 Phone: 91 44 28263651 Fax : 91 44 42040995 Web site: www.dynavision.in Email: dvl@dynavision.in E-Mail ID of Investor Grievance redressal cell: investors@dynavision.in

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, the Directors hereby confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

5. That they laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contributions made by employees at all levels, towards the continued growth and prosperity of your Company.

Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

Place : Chennai 34 R.P. AGRAWAL Date : 12.08.2015 Chairman of the Board DIN: 05253615

Mar 31, 2014

Dear Members,

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In lakhs) (Rs. In lakhs)

2013-2014 2012-2013

Profit/(Loss) before Interest and Depreciation 13.70 6.81

Add/Less: Interest 0.09 0.24

Prolit before Depreciation 13.79 7.05

Add/Less: Depreciation 0.75 3.22

Profit/(Loss) before Tax 13.04 3.83

Exceptional Item - 133.62

Tax Expenses related to earlier years - 9.82

Profit/(Loss) carried over to Balance Sheet 13.04 (139.61)

PERFORMANCE

The Company during the year earned a sum of Rs. 61.20 lac as rental income. The corresponding figure for the previous year was Rs. 57.69 lac as rental income.

DIVIDEND

Considering the huge accumulated losses, your Board of Directors could not recommend any dividend to the Shareholders for the financial year ended 31.03.2014.

DEBENTURE REDEMPTION - PUBLIC

During the year only a sum of Rs. 0.10 lakhs only have been claimed by the Debenture holders and a sum of Rs. 87.64 lakhs still remains unclaimed and kept in a Separate Bank account of the Company with State Bank of India, Chennai Main Branch.

Pursuant to the provisions of section 205A of the Companies Act 1956, Debenture Redemption, which remains unclaimed for a period of 7 (Seven) years is due for transfer to the IEPF on the date given below.

Date of final Last date for claiming Due date for Redemption Unclaimed debenture transfer to IEPF

12.12.2007 11.12.2014 10.01.2015

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Shri J Narayanamurty and Shri N. Govindan as Independent Directors of the Company. The Company has received declarations from the independent director, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Shri J Narayanamurty and Shri N. Govindan are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Shri. R.P. AGRAWAL, Director of the Company retires by rotation and being eligible, offers himself for reappointment, in accordance with the requirements of Companies Act, 2013.

AUDITORS

The Auditors M/s. P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

None of the employees fall under the category specified under Sec. 217 (2A) of the Companies Act, 1956 and the Rules there-under.

The relations with the employees during the year had been smooth and cordial.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report as Annexure 1.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-2 to this Report.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A report on Corporate Governance, along with certificate of Compliance from a Chartered Accountant forms Annexure-3 to this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

Place : Chennai 20 R.P. AGRAWAL Date : 11.08.2014 Director

M. S. MEERAMOHIDEEN Director

Mar 31, 2013

Dear Shareholders,

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. In lakhs) 2012-2013 2011-2012

Profit/(Loss) before Interest and Depreciation 7.05 (13.56)

Add/Less: Interest

Profit before Depreciation 7.05 (13.56)

Add/Less: Depreciation 3.22 5.86

Profit/(Loss) before Tax 3.83 (19.42)

Exceptional Item 133.62

Tax Expenses related to earlier years 9.82

Profit/(Loss) carried

over to Balance Sheet (139.61) (19.42)

PERFORMANCE

The Company during the year earned a sum of Rs. 57.69 lac as rental income. The corresponding figure for the previous year was Rs. 27.61lac through the job work to M/s. MTL INSTRUMENTS (P) Ltd, and a sum of Rs. 18.46 lac as rental income.

DIVIDEND

Considering the huge accumulated losses, your Board of Directors could not recommend any dividend to the Shareholders for the financial year ended 31.03.2013.

DEBENTURE REDEMPTION - PUBLIC

During the year only a sum of Rs. 0.42 lakhs only have been claimed by the Debenture holders and a sum of Rs. 85.98 lakhs still remains unclaimed and kept in a Separate Bank account of the Company with State Bank of India, Chennai Main Branch.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

DIRECTORS

Sri. M. S. Meeramohideen is retiring at this meeting by rotation and being eligible, offers himself for reappointment.

Further, since the term of office of Sri. M. S. Meeramohideen as Whole Time Director is expiring, the Resolution for re- appointing him as Whole Time Director is placed before the shareholders for their approval.

AUDITORS

The Auditors M/s.P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

None of the employees fall under the category specified under Sec. 217 (2A) of the Companies Act, 1956 and the Rules there- under.

The relations with the employees during the year had been smooth and cordial.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report as Annexure 1.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. That they had selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. That they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. That they had prepared the Annual Accounts on a Going Concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-2 to this Report.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A report on Corporate Governance, along with certificate of Compliance from a Chartered Accountant forms Annexure-3 to this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

Place : Chennai 20 R.P. AGRAWAL

Date : 24.07.2013 Director

M. S. MEERAMOHIDEEN

Director

Mar 31, 2012

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

( Rs. In lakhs) 2011-2012 2010-2011

Profit/(Loss) before Interest

and Depreciation (13.56) (25.24)

Add/Less: Interest Nil Nil

Profit before Depreciation (13.56) (25.24)

Add/Less: Depreciation 5.86 7.00

Profit/(Loss) before Tax (19.42) (32.24)

Tax Expenses related to earlier years 0 (25.84)

Profit/(Loss) carried

over to Balance Sheet (19.42) (58.08)

The formalities of leasing of Land & Buildings to M/s. Apollo Hospitals Enterprise Ltd have been completed in all respect on 4th May 2012 and the Land & Buildings of the Company have been handed over to M/s. Apollo Hospitals Enterprise Ltd on 4th May 2012 as per the Lease Agreement. With this, the Company will be earning lease rental only. However, the Company is also planning to venture into other activities in due course of time.

PERFORMANCE & PROSPECTS

The Company during the year earned a sum of Rs. 27.61 lac through job work to M/s MTL Instruments (P). Ltd and a sum of Rs. 18.46 lac as rental income. The corresponding figure for the previous year was Rs. 24.37 lac and 15.26 lac respectively.

DEBENTURE REDEMPTION - PUBLIC

During the year only a sum of Rs. 0.23 lakhs have been claimed by the Debenture holder and a sum of Rs. 86.40 lakhs still remains unclaimed.

DIRECTORS

Sri. J. Narayanmurty is retiring at this meeting by rotation and being eligible, offers himself for reappointment.

During the year under review, Sri. K. Venkateswaran has resigned as Director of the Company with effect from 01.04.2012 and the Board wishes to place on record the contributions made by him to the Company.

The Board has appointed Sri. R.P. Agrawal as Additional Director and Whole Time Director with effect from 1st April 2012.

During the year under review, the Board has also appointed Sri. N. Govindan as an Additional Independent Director of the Company with effect from 14.05.2012.

Resolutions seeking the approval of the members for the above appointments has been incorporated in the Notice of the Annual General Meeting and the brief detail about Sri. J. Narayanamurty, Sri. R. P. Agrawal and Sri. N. Govindan has been provided in the Corporate Governance Report.

AUDITORS

The Auditors M/s.P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

There was no Employee covered by the Provisions of Section 217 (2A) of the Companies Act, 1956.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. that they had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. that they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they had prepared the Annual Accounts on a Going Concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTGO

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-A to this Report.

CORPORATE GOVERNANCE

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A report on Corporate Governance, along with certificate of Compliance from a Chartered Accountant forms Annexure-B to this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to convey their thanks to all the valued shareholders and the valuable services rendered by the Officers and Staffs at all levels.

For and on behalf of the Board

R.P. AGRAWAL Director

M. S. MEERAMOHIDEEN Director

Place : Chennai 20 Date : 10.08.2012

Mar 31, 2011

Dear Shareholders,

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. In lakhs) 2010-2011 2009-2010

Profit/(Loss) before Interest and Depreciation (25.24) 34.20

Add/Less: Interest Nil Nil

Profit/(Loss) before Depreciation (25.24) 34.20

Add/Less: Depreciation 7.00 5.96

Profit/(Loss) before Tax (32.24) 28.24

Tax Expenses related to earlier years (25.84) Nil

Profit/(Loss) carried over to Balance Sheet (58.08) 28.24

PERFORMANCE & PROSPECTS

The Company during the year continued to do job work to M/s MTL Instruments (P). Ltd. The Company expect that the quantum of work is likely to pick up in the near future. Further the Company is planning to venture into other activities. The Company has obtained an approval letter from Govt of Tamilnadu vide their letter Rc No. 497/A1/2009 dated 10.03.2011 for change in line of activity viz Industrial activity to service activity and to leasing of the land to an extent of 2.63 acres to M/s. Apollo Hospital Groups for estabilishing world class hospital. The Company is making arrangements to get the approval of the General Body through Postal Ballot.

SEGMENT - WISE PERFORMANCE

During the year the Company had a single segment activity only. As such segment-wise reporting does not arise.

DEBENTURE REDEMPTION - PUBLIC

During the year Rs. 0.47 lakhs have been paid off out of the Debenture Redemption account and a sum of Rs. 86.63 lakhs remains to be claimed by the Debenture Holders.

DIRECTORS

The Company is having only the minimum number of Directors stipulated under the Company's Act 1956. The Company will have an Independent Director as the Chairman to fulfill the stipulations of SEBI in the matter of appointment of Independent Director, which reads that if the Chairman happens to be an Independent Director the number of Independent Directors shall be one third of the total number of Directors.

Sri. K. Venkateswaran Director retires by rotation and being eligible, offer himself for re-appointment.

AUDITORS

The Auditors M/s. P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

There was no Employee covered by the Provisions of Section 217 (2A) of the Companies Act, 1956.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. that they had selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. that they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they had prepared the Annual Accounts on a Going Concern basis.

OTHER INFORMATION

As required under Section 217 (i)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy is annexed hereto and forms an integral part of this Report.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the devoted service of all the Employees of the Company. The Board further wish to place on record its appreciation of the various Government Agencies, Banks and Shareholders and look forward to their continued support in future.

For and on behalf of the Board

K. VENKATESWARAN M.S. MEERAMOHIDEEN Director. Director.

Place : Chennai 41 Date : 25.07.2011

Mar 31, 2010

The Directors present their Report together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

( Rs. In lakhs)

2009-2010 2008-2009

Profit/(Loss) before Interest and Depreciation 34.20 (14.79)

Add/Less: Interest Nil Nil P rofit/(Loss) before Depreciation 34.20 (14.79)

Add/Less: Depreciation 5.96 6.53

Profit/(Loss) before Tax 28.24 (21.32)

Provision for Fringe Benefit Tax Nil (0.25)

Profit/(Loss) afer Fringe Benefit Tax 28.24 (21.57)

Surplus/(Loss) carried over to Balance Sheet 28.24 (21.57)

PERFORMANCE & PROSPECTS

The Company during the year continued to do job work to M/s MTL Instruments (P). Ltd. The Company expects that the quantum of work is likely to pick up in the near future. Further the Company is planning to venture into other activities.

SEGMENT - WISE PERFORMANCE

During the year the Company had a single segment activity only. As such segment-wise reporting does not arise.

DEBENTURE REDEMPTION - PUBLIC

During the year Rs. 4.24 lakhs have been paid off out of the Debenture Redemption account and a sum of Rs. 87.10 lakhs remains to be claimed by the Debenture Holders.

DIRECTORS

The Company is having only the minimum number of Directors stipulated under the CompanyÃs Act 1956. The Company will have an Independent Director as the Chairman to fulfill the stipulations of SEBI in the matter of appointment of Independent Director, which reads that if the Chairman happens to be an Independent Director the number of Independent Directors shall be one third of the total number of Directors.

Sri. J. Narayanamurty & Sri. M. S. Meeramohideen Directors retire by rotation and being eligible, offer themselves for re- appointment.

AUDITORS

The Auditors M/s.P. Chandrasekar, Chartered Accountants, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

PERSONNEL

There was no Employee covered by the Provisions of Section 217 (2A) of the Companies Act, 1956.

RESPONSIBILITY STATEMENT

The Directors confirm:

1. that in the Preparation of Final Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. that they had selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for that period;

3. that they had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

4. that they had prepared the Annual Accounts on a Going Concern basis.

OTHER INFORMATION

As required under Section 217 (i)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Conservation of Energy is annexed hereto and forms an integral part of this Report.

For and on behalf of the Board Place : Chennai 41 K. VENKATESWARAN M.S. MEERAMOHIDEEN Date : 30.07.2010 Director Director

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