To,
The Members,
Edynamics Solutions Limited
Your Directors have pleasure in presenting the 21st Annual Report of your
Company together with Audited Statement of Accounts and the Auditors Report of your
Company for the financial year ended, 31st March 2021.
FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:
The highlights of financial results of your Company are as follows:
| Particulars |
For the Financial year ended as on 31st March, 2021 |
For the Financial year ended as o 31st March, 2020 |
|
Amount (in Rs. lacs) |
Amount (in Rs. lacs) |
| Income |
5.89 |
47.23 |
| Less: Expenditure |
6.51 |
47.11 |
| Profit/(Loss) before taxation |
0.62 |
0.12 |
| Less: Income Tax |
0.16 |
0.13 |
| Net profit/ (Loss) after taxation |
(0.78) |
(0.00) |
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income of Rs. 5.89 Lacs
against Rs. 47.23 Lakh in the previous year. Profit/Loss after taxation for the financial
year ended on 31st March, 2021 was Rs. (0.78) as compared to Rs. (0.00) Lakh in
the previous year.
RESERVE AND SURPLUS
Rs. (0.78) is being transferred to the reserve and surplus during the financial year
2020-2021. The Balance of Reserve and surplus as on 31stMarch, 2021 was Rs.
992.21/- Lakhs.
DIVIDEND
To Plough back the profits into the business, the Board of Directors has not declared
any dividend during the year.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory/regulatory compliances. The Company has a strong
monitoring and reporting process resulting in financial discipline and accountability.
RISK MANAGEMENT POLICY
Therefore, in accordance with the provisions of the Companies Act, 2013, the Board
members were informed about risk assessment and minimization procedures after which the
Board formally adopted steps for framing, implementing and monitoring the risk management
plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In todays challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees 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 is annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company up to the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2021, provision of
section 129 of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s-
G.P. Keshari & Associates, Chartered Accountants, having (Firm registration no.
017251N) had already been appointed as the statutory auditors of the Company till the
concluision of 22nd Annual General Meeting of the company.
AUDITORS REPORT
The Notes on Financial Statements referred to in the Auditors Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2021 made under
the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as
Annexure - 1.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES
a) Changes in Directors and Key Managerial Personnel
During the Year under review, Mr. Bharat Gupta has resgined form the directorship of
the company w.e.f 10th August, 2020. Further Mr. Surender Kumar has been
appointed as the additional directoprs of the company w.e.f 01st October, 2020.
b) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SECURITIES AND EXCHANGE
BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015,
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 its various Committees.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board excluding the Directors being evaluated. The
performance evaluation of the Chairman and Non - Independent Directors was carried out by
the Independent Directors at their separate meeting held on 11th February,
2021.
c) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015.
c) Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013 and SECURITIES AND EXCHANGE BOARD OF
INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, the Board has
carried out annual performance evaluation of its own performance, the directors
individually as well the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholder committee.
EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2020-21
During the under Review, 2020-21 no Extra-ordinary General Meeting was Convened.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
BOARD MEETINGS
During the year 2020-21 there were 08 (Eight) Board Meetings was held. Details of the
same given below:
| S. No. Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
| 1. 25.06.2020 |
4 |
4 |
| 2. 20.07.2020 |
4 |
4 |
| 3. 10.08.2020 |
4 |
4 |
| 4. 01.09.2020 |
3 |
3 |
| 5. 11.09.2020 |
3 |
3 |
| 6. 01.10.2020 |
4 |
4 |
| 7. 06.11.2020 |
4 |
4 |
| 8. 11.02.2021 |
4 |
4 |
POSTAL BALLOT CONDUCTED DURING THE FINANCIAL YEAR 2020-21
During the year under review, No Postal Ballot was conducted.
AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directors
including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc.
The Audit Committee also advises the Management on the areas where internal control
system can be improved. The Terms of reference of the Audit Committee are in accordance
with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013 as follows:
• Oversight of the Issuers financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
• Recommending to the Board, the appointment, re-appointment and, if required,
there placement or removal of the statutory auditor and the fixation of audit fees.
• Approval of payment to Statutory Auditors for any other services rendered by the
statutory auditors.
• Reviewing, with the management, the annual financial statements before
submission to the board for approval, with particular reference to:
(i) Matters required to be included in the Directors Responsibility Statement to be
included in the Boards report in terms of clause (2AA) of Section 217 of the Companies
Act, 1956;
(ii) Any changes in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on exercise of judgment by
management;
(iv) Significant adjustments made in the financial statements arising out of audit
findings;
(v) Compliance with listing and other legal requirements relating to financial
statements;
(vi) Disclosure to any related party transactions;
(vii) Qualifications in the draft audit report.
• Reviewing with the management the Quarterly and half yearly financial statements
before submission to the Board for approval.
• Reviewing with the management, performance of statutory and internal auditors,
adequacy of internal control systems;
• Reviewing the adequacy of internal audit function, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
COMPOSITION
During the year ended on 31st March, 2021, the composition of Audit
Committee has been as under:
| a) Mr. Vinod Kumar |
(Chairman) |
| b) *Mr. Bharat Gupta |
(Member) |
| c) Ms. Anita Gupta |
(Member) |
| d) *Mr. Surender Kumar |
(Member) |
During the financial year 2020-21, Four (4) meeting of Audit Committee was held i.e.
25.06.2020, 20.07.2020, 06.11.2020 and 11.02.2021.
*Mr. Bharat Gupta has resgined form the directorship of the company w.e.f 10th
August, 2020 and Mr. Surender Kumar has been appointed as the additional director of the
company w.e.f. 01st October, 2020.
The details of the Composition of the Audit Committee are given in the Corporate
Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of Section 179 of Companies Act, 2013 and
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements), 2015.
| a) Mr. Vinod Kumar |
(Chairman) |
| b) *Mr. Bharat Gupta |
(Member) |
| c) Ms. Anita Gupta |
(Member) |
| d) *Mr. Surender Kumar |
(Member) |
During the financial year 2020-21, Four (4) meeting of Nomination and Remuneration
Committee was held i.e. 25.06.2020, 20.07.2020, 06.11.2020 and 11.02.2021.
*Mr. Bharat Gupta has resgined form the directorship of the company w.e.f 10th
August, 2020 and Mr. Surender Kumar has been appointed as the additional director of the
company w.e.f. 01st October, 2020.
The details of the Composition of the Nomination & Remuneration Committee are given
in the Corporate Governance Report.
TERMS OF REFERENCE
The terms of reference of Remuneration Committee includes the following:
• The remuneration committee recommends to the board the compensation terms of the
executive directors.
• The committee to carry out evolution of every directors performance and
recommend to the board his/her appointment and removal based on the performance.
• The committee to identify persons who may be appointed in senior
management/Director in accordance with the criteria laid down.
• Framing and implementing on behalf of the Board and on behalf of the
shareholders, a credible and transparent policy on remuneration of executive directors
including ESOP, Pension Rights and any compensation payment.
• Considering approving and recommending to the Board the changes in designation
and increase in salary of the executive directors.
• Ensuring the remuneration policy is good enough to attract, retain and motivate
directors.
• Bringing about objectivity in deeming the remuneration package while striking a
balance between the interest of the Company and the shareholders."
STAKEHOLDER RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholder Relationship Committee to redress the
complaints of the shareholders. The committee currently comprises of three Directors. Mr.
Vinod Kumar is the Chairman of the committee.
| a) Mr. Vinod Kumar |
(Chairman) |
| b) *Mr. Bharat Gupta |
(Member) |
| c) Ms. Anita Gupta |
(Member) |
| d) *Mr. Surender Kumar |
(Member) |
During the financial year 2020-21, Four (4) meeting of Stakeholder Relationship
Committee was held i.e. 25.06.2020, 20.07.2020, 06.11.2020 and 11.02.2021.
*Mr. Bharat Gupta has resgined form the directorship of the company w.e.f 10th
August, 2020 and Mr. Surender Kumar has been appointed as the additional director of the
company w.e.f. 01st October, 2020.
The details of the Composition of the Stakeholder Relationship Committee are given in
the Corporate Governance Report.
ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE The Stakeholder Relationship Committee of
our Board looks into:
• The redressal of investors complaints viz. non-receipt of annual report,
dividend payments etc.
• Matters related to share transfer, issue of duplicate share certificate,
dematerializations.
• Also delegates powers to the executives of our Company to process transfers etc.
The status on various complaints received / replied is reported to the Board of
Directors as an Agenda item.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, details of the same has been
provided in the financial statements of the company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual,
temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off
during the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board
have on the recommendation of the Nomination & Remuneration Committee framed a Policy
for Selection and appointment of Directors, senior management and their Remuneration.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Ankit Singhal, Company Secretary in Practice, to undertake the
Secretarial audit of the Company. The Secretarial Auditor Report provided By the
Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure-II. Explanation to the
observations as notice in the Audit Report:
With reference to the qualifications, we wish to explain that the in future, Company
will do the best to file the e- forms with the Registrar of Companies, NCT of Delhi &
Haryana with in due time in order to avoid the additional fees levied by Registrar of
Companies, NCT of Delhi & Haryana for late filing and the Company is searching the
best Candidate for the post of Chief Financial Officer and Company Secretary. Further the
management of the company will do the best to timely comply with the compliance s of SEBI
(LODR) Regulations, 2015 and will timely intimate the Exchange about the events.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate regarding the compliances
with conditions of Corporate Governance as per Chapter IV of SECURITIES AND
EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2015 is annexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report regarding the compliances with conditions of
Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA
(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 is annexed to this
report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
The Whole Time Member of SEBI vides its order no. WTM/ AB/NRO/NRO/7567/2020-21 dated
27.04.2020, passed the following order in respect Company failed to provide the erquired
information in respect of Forensic Audit.
a) The Noticees are restrained from accessing the securities market and further
prohibited from buying, selling or otherwise dealing in securities in any manner
whatsoever, either directly or indirectly, for a period of 2 (two) years from the date of
com ng into force of this Order; and
b) Noticees no. 2 to 5 are prohibited from holding any position as Director or Key
Managerial Person in any other company having its securities listed on recognized stock
exchange for a period of 2 (two) years from the date of coming into force of this Order.
The Whole Time Member of SEBI vides its order no. WTM/MPB/EFD-DRA-4/NRO/11380/2021
dated 22.04.2021, passed the following order in respect Company and directors
a) Edynamics Solutions Limited, Ms. Anita Gupta, Shri. Vikas Saini and Shri Bharat
Gupta, are directed not to, directly or indirectly, access the securities market, by
issuing prospectus, offer document or advertisement soliciting money from the public and
are further restrained and prohibited from buying, selling or otherwise dealing in the
securities market, directly or indirectly in whatsoever manner, from the date of this
order, till the expiry of One (01) year from the date of this Order.
b) Ms. Anita Gupta, Shri. Vikas Saini and Shri Bharat Gupta are also restrained from
associating themselves with any other listed public company or any public company which
intends to raise money from the public, or any intermediary registered with SEBI till the
expiry of One (01) year from the date of this Order.
c) Needless to say, in view of prohibition on sale of securities, it is clarified that
during the period of restraint, the existing holding, including units of mutual funds, of
the Noticees, Ms. Anita Gupta, Shri. Vikas Saini and Shri Bharat Gupta, shall remain
frozen
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that -
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors 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 and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
The board wishes to express and place on records its gratitude for the faith reposed in
and cooperation extended to the company by the shareholders of the company. Your directors
wish to place on record their deep sense of appreciation for the devoted and sincere
services of the executives, staff and workers of the company for its success.
| Date: 26.08.2021 |
|
|
| Place: New Delhi |
By Order of the Board For Edynamics Solutions Limited |
|
|
Sd/- |
Sd/- |
|
Vikas Saini |
Anita Gupta |
|
DIN: 06503769 |
DIN: 06501012 |
|
Director |
Director |
+91-9892691696
