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To The Members,

Dynamic Microsteppers Limited

Your Directors are pleased to present 38 th Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2023.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Companys performance during the financial year ended 31 st March, 2023 as compared to the previous financial year, is summarized below:

(Amount in Rupees)

Particulars

For the financial year ended 31st March, 2023 For the financial year ended 31st March, 2022

Income

- -

Less: Expenses

9,95,052 8,64,871

Exceptional Item

- -

Profit/Loss before tax

(9,95,052) (8,64,871)

Less: Provision for tax

- -

Income Tax of earlier years w/off

- -

Exception Income

- -

Exception expenditure

- -

Profit/ (Loss) after Tax

(9,95,052) (8,64,871)

b. OPERATIONS:

During the year under review, your Company has not carried out any activities. However, there was no change in nature and business activities of the Company.

During the year under the review, the total expenditure incurred during the year amounted to Rs. 9,95,052/- as against Rs. 8,64,871/- incurred in the previous year. The net loss amounted to Rs. 9,95,052/- as against Rs. 8,64,871/-in the previous year.

Presently, your directors are taking effective steps to consider various options to commence activities in the field of Infrastructure and for adoption of and to revamp the operations with activities wherein the promoters have core competency.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

d. DIVIDEND:

Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves. Further please note that the Company has not transferred any amount to the Investor Education & Protection Fund IEPF") and no amount is lying in Unpaid Dividend A/c of the Company.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DISCLOSURESUNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

h. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are in place and has been operating satisfactorily. During the year under review, no material or serious observation has been received from the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

i. CORPORATE GOVERNANCE REPORT:

Since the Company‘s paid-up share capital is not exceeding Rs.10 crores and net worth not exceeding Rs. 25 crores, the provisions of Corporate governance as per SEBI (LODR) Regulations 2015 is not applicable to the Company during the year under review.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Board of Directors & Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashwin Shah (DIN: 03115009) will retire by rotation at the ensuing Annual General Meeting.Mr. Ashwin Shah, being eligible, has offered himself for re-appointment. The Board of Directors recommends his re-appointment at the ensuing AGM of the Company. Accordingly, the matter for re-appointment of Ashwin Shah (DIN: 03115009) will be placed before the shareholders for their approval and forms a part of the Notice of the AGM. Pursuant to Regulation 36 of the SEBI (Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial Standards 2 on General Meetings, brief details of Ashwin Shah (DIN: 03115009) will be provided as an Annexure to the Notice of the Annual General Meeting.

b. Declarations given by Independent Directors:

The Company has received and taken on record the declarations received from all the Independent Directors of the Company in accordance to Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

c. Familiarisation Programme for Independent Directors:

Pursuant to SEBI Regulations, the Company has formulated a programme for Familiarization of Independent Directors with regards to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of the familiarization Programme are available on the website of the Company. However during the year under review, there was no change in the nature of business of the Company and its business vertical/ Structure/ operational strategy etc, which would have necessitated a fresh Familiarization Programme for Independent Directors.

d. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the (Listing Obligations Disclosures Requirements), Regulations, 2015 is presented in a separate section forming part of the Annual Report of the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Meetings of the Board:

Four meetings of the Board were convened during the financial year under review i.e. May 30, 2022, August 14, 2022, November 14, 2022 and February 10, 2023.

Number of Board Meetings attended by each Director is as follows:

Name of Director

Category

Total Board Meetings attended

Mr. Ashwin Shah

Chairman & Non-Executive Director

4

Mr. Chetas Shah

Non-Executive Director

4

Mr. Vishal Talpade

Independent Director

4

Ms. Geeta Pandurang Sawant

Independent Director

4

b. Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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 as at 31 st March, 2023and of the loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

c. Nomination and Remuneration Committee:

The composition of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the companies Act, 2013 and Regulation 19 of the Listing Regulations. The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company during the financial year ended March 31, 2023 is detailed below:

Name of Member

Category

Designation

Mr. Vishal Talpade

Independent Director

Chairman

Ms. Geeta Pandurang Sawant

Independent Director

Member

Mr. Chetas Shah

Non-Executive Director

Member

During the year under review, 1 (one) meeting of Nomination & Remuneration Committee were held February 10, 2023.

d. Audit Committee:

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The composition of the Audit Committee of the Board of Directors of the Company during the financial year ended March 31, 2023 is detailed below:

Name

Category

Designation

Mr. Vishal Talpade

Independent Director

Chairman

Ms. Geeta Pandurang Sawant

Independent Director

Member

Mr. Ashwin Shah

Non-Executive Director

Member

The Audit Committee of the Company met 4 times during the year under review i.e. May 30, 2022, August 14, 2022, November 14, 2022 and February 10, 2023. The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Regulations entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

e. Stakeholders Relationship Committee:

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations. The composition of the Stakeholders Relationship Committee of the Board of Directors of the Company during the financial year ended March 31, 2023 is detailed below:

Name of Director

Category

Designation

Mr. Vishal Talpade

Independent Director

Chairman

Mr. Ashwin Shah

Non-Executive Director

Member

Ms. Geeta Pandurang Sawant

Independent Director

Member

The Stakeholder Relationship Committee of the Company met 4 (four) times during the year under review.

f. Vigil Mechanism policy for the Directors and Employees:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the Companys website at www.dynamicmicrosteppers.com.

g. Risk Management Policy:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A Risk Management Policy has been formulated by the Audit Committee of the Company to analyze and deal with various risks posing potential threats to the Company. The Board has also adopted a Risk Management Policy. Key business risks and their mitigation are considered in day-to-day working of the Company.

h. Annual Evaluation of Directors, Committee and Board:

The Independent Directors at their meeting considered and evaluated the Boards performance, performance of the Chairman and other Non-Independent Directors. The Board subsequently evaluated performance of the Board, the Committees and Independent Directors.

i. Internal Control Systems:

An adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

j. Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in its Directors Report the ratio of the remuneration of each director to the median of the permanent employees remuneration.

However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Observations of Statutory Auditors on accounts for the year ended March 31, 2023:

The observations made by the Statutory Auditors in their report for the financial year ended March 31, 2023 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. Fraud Reporting:

The report of Statutory Auditors of the Company has not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).

c. Secretarial Audit Report for the year ended March 31, 2023:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Harsh Hiren Shah and Associates, Company Secretaries who were appointed to conduct and issue Secretarial Audit Report for the financial year 2022-23.

The Secretarial Audit Report issued by M/s. Harsh Hiren Shah and Associates, Company Secretaries, in Form MR-3 for the financial year 2022-23 forms part to this report and marked as Annexure I. Pursuant to the Section 134(3) of the Companies Act, 2013 and with respect to the observation made by the Secretarial Auditors of the Company on the compliance of Laws/Acts, the Board of Directors states as under:

i. No appointment of Company Secretary and Compliance Officer: Management Response: The Company is in process of appointing the Company Secretary and Compliance Officer as per the requirements of Section 203 of the Companies Act, 2013 and SEBI Listing Regulations.

ii. Not Complied with the Listing Regulations of Regional Stock Exchanges: Management Response: The Company is in process of delisting its shares from all the Regional Stock Exchanges.

iii. Not Complied with the provisions related to Promoters holding in dematerialized form: Management Response: The promoters of the Company are in process of converting their shareholding into dematerialised form.

iv. The Company has delayed in payment of Annual listing fees to BSE Limited.: Management Response: The Company has delayed in payment of Annual listing fees since there was delayed in issuing of the Annual listing invoice for the said period inspite of multiple emails and follow-up with BSE concern person for providing the said invoice.

v. website compliances, since the website of the Company is non-operational: Management Response: The Company is in process of restoring the website of the Company and making the same operational.

vi. Non-adoption of System-Driven Disclosures (SDD) software under SEBI (SAST) Regulations, 2011:

Management Response: The Board has started searching the required software for complying with the SDD provisions pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015. However, the cost of procuring and installing such software was very high nearly above Rs. 1,00,000 and procuring of such expensive software was difficult for the Company who is having zero operational income since many years and suspended from trading on BSE portal around more than 8 years.

Hence, it took much time for us to finalize and procure the said software within our budget. We have finalise one vendor i.e. M/s. Orion Legal Supplies who provided SDD software at a very low price compared to the market price. The Company made the payment and install the same in the system.

vii. delay of 1 day for submission of non-applicability of Corporate governance disclosure for quarter ended June 30, 2022: Management Response: Due to non-working of https://listing.bseindia.com/ website the said compliance was delayed by 1 day.

d. INTERNAL AUDIT:

Ms. Rachana Thakkar, Internal Auditor of the Company has carried out audit on various expense heads of the Company. The findings of the Internal Auditor are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract of Annual Return:

In terms of provisions of Section 92(3) of the Companies Act, 2013, an extract of the Company shall place a copy of Annual Return for the financial year ended March 31, 2023 will be p laced o n the website o f the Company www.dynamicmicrosteppers.com and also the Annual Return as prescribed under Companies Act, 2013 will be filed with the Registrar of Companies which will be available in the public domain on the website of the Ministry of Corporate Affairs i.e. www.mca.gov.in.

b. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the fact that the Company has not undertaken any activities by the Company during the year under review.

During the year under review, the Company has neither earned nor used any foreign exchange.

c. Maintenance of Cost Records:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly, such accounts and records are not required to be made and maintained.

d. Compliance with Secretarial Standards:

The directors state that the applicable secretarial standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to meeting of board of directors and general meetings respectively have been duly complied with.

e. Details about the policy developed and implemented by the company on corporate social responsibility (“CSR”) initiatives:

Pursuant to provisions of Section 135 of the Companies Act, 2013 and relevant rules made thereunder, the Company who fulfill the criteria mentioned under the said section needs to form CSR committee along with CSR policy and thereafter spend the amount as specified thereunder to CSR activities as per Schedule VII of the Companies Act, 2013.

However, your Company doesnt fulfill the criteria as per aforesaid section, hence it is not required to form CSR committee or spend towards CSR activities nor required to form/ develop any CSR policy towards CSR initiative during the period under review.

f. Application or proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the year under review, the requirements for disclosure of details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as on March 31, 2023 is Nil.

g. Details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institutions:

Since the Company has not taken any loan from bank or financial institutions, hence the Company is not required to maintain details as specified under Rule 8 of the Companies (Accounts) Rules, 2014.

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on the following items during the year under review:

1. Deposits covered under Chapter V of the Act;

2. There were no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and Companys operations in future;

3. There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

4. During the year under review, the Company has neither made any investments nor provided any loans, guarantees and securities.

5. There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme;

6. There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 as the Company did not create any such scheme during the year;

7. The Company does not have any holding/subsidiary company, hence none of the managerial p ersonnel are in receipt o f remuneration o r commission from the holding/subsidiary company;

8. There are no transactions/contracts/arrangements entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review that are required to be reported in Form AOC-2 and as such does not form part of the Report.

Your directors further state pursuant to the provisions of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013, no case pertaining to sexual harassment at workplace has been reported to the Company during financial year 2022-23.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business p artners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of

Directors

Dynamic Microsteppers Limited

Sd/-

ASHWIN SHAH

CHAIRMAN & DIRECTOR

DIN:03115009

Place: Mumbai

Date: May 29, 2023

Registered Office:

506, MatharuArcade, Above Axis Bank,

Near Garware, Subhash Road,

Vile Parle (East), Mumbai- 400 057

CIN: L45206MH1985PLC036261

Tel No. 022-26831570Fax No. 022-26840528

Mail: investor.relations@dynamicmicrosteppers.com

Website: www.dynamicmicrosteppers.com