To,
The Members,
Dynamic Portfolio Management & Services Limited
Your directors are pleased to present the Annual Report of your Company, along with Audited Financial Statements for the year ended 31st March 2024.
1. Financial Results
In Rs. lakhs
2. Corporate Highlights
During the year under review, the total income is 106.18 lakh (Previous Year: 112.38 lakh). The profit before exceptional item and taxation is 1.45 lakh (Previous Year: (63.31 lakh) and the net profit is Rs. 1.06 lakh (previous year: (68.15) lakh).
3. Operations and State of Affairs
The operation and state of affairs have been adequately explained in Management Discussion and Analysis Segment and form part of this report.
4. Transfer to reserves
Our Company has transferred amount of Rs. 22.03 lakhs to Special Reserve as required by section 45-IC of the RBI Act, 1934.
5. Dividend
In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to propose any dividend for the year under reporting.
6. Extract of Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with the rules made there under and with subject to amendment as issued by the Ministry of Corporate Affairs in The Companies (Amendment) Act, 2017 as published in the Official Gazette dated 03.01.2018, stating the omission of Form MGT-9 and placing of Annual Return in Form MGT-7 on the website of the Company. Accordingly, the Form MGT-7 is updated on the website of the Company http://dynamicwealthservices.co.in/.
7. Share Capital
There was no change in the paid share capital of the Company during the year ended on 31st March 2024.
8. Employees Stock Option Plan (ESOP)
The Company did not issue any employee stock options/ equity shares during the financial year under review, under the Employee Stock Option Scheme.
9. Deposits
During the year under review, your Company has not taken any public deposits.
10. Particulars of Loan, Guarantee and Investments
Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
11. Related Party Transactions
The Company has adopted a Related Party Transactions Policy. The policy, as approved by the Board, is uploaded on the Company's website at the web link: http://dynamicwealthservices.co.in/. Form AOC-2 is marked as Annexure to the Board Report. Details of the transactions with Related Parties are provided in the accompanying financial statements.
12. Risk Management Policy
The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.
The Company has laid down the procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.
The risk management process consists of risk identification and assessment, risk measurement, mitigation, monitoring and risk reporting.
13. Board of Directors
Presently, the Board of Directors of the Company comprises Mr. Kailash Chandra Agarwal, Chairman & Managing Director, Mr. Rajesh Gupta (Director) Mr. Sushil Kumar, Mrs. Anita Mittal, Mr. Sujoy Chakraborty as Independent Directors.
14. Appointment of Directors and Key Managerial Personnel
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and the provisions of the Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.
In accordance with the provisions of the Act, Mr. Kailash Chandra Agarwal (DIN: 08650459), retire by rotational the Annual General Meeting of the Company and being eligible, offer himself, for re- appointment. The Board of Directors recommends his re-appointment.
The information of Directors seeking appointment/reappointment as required pursuant to Regulation 36(3) of SEBI Listing Regulations is provided in the notice of the 30th Annual General Meeting of the Company.
During the FY 2023-24, Ms. Manisha Saini has resigned from the position of Chief Financial Officer of the Company w.e.f., 17th January 2024.
During the FY 2023-24, Mr. Sachin Malik has been appointed as the Chief Financial Officer of the Company w.e.f., 08th February, 2024.
Ms. Manisha Saini the Chief Financial Officer of the Company has tendered her resignation w.e.f. 17th January 2024. In her place Board has appointed Mr. Sachin Malik as the Chief Financial Officer of the Company w.e.f. 08th February, 2024.
Ms. Sakshi Gaur, Company Secretary and Compliance officer of the Company has tendered her resignation w.e.f. 10th June 2023. Thereafter, Ms. Tanvi Sahu has been appointed as the Company Secretary and Compliance officer of the Company w.e.f. 01st August, 2023 and she resigned from her position as Company Secretary and Compliance officer w.e.f. 14th September, 2023 and after that Ms Neeti Mahansaria was appointed as the Company Secretary and Compliance officer w.e.f 9th November,2023.
15. Policy on Appointment and Remuneration of Directors
The Company has adopted a Nomination and Remuneration Policy forthe Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations.
In accordance with the Nomination and Remuneration Policy adopted by the Company, the Nomination and Remuneration Committee is responsible for developing competency requirements forthe Board based on the industry and strategy of the Company.
The Committee is responsible for reviewing and vetting the profile of potential candidate's vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board in accordance with the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Committee has formulated the criteria for determining requisite qualifications, positive attributes such as high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment and independence of Directors in terms of provisions of Section 178 of the Act and the Listing Regulations.
The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.
The Nomination and Remuneration Committee has considered the followingfactors while formulating the policy:
The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;
i. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
ii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.
The Policy, as approved by the Board, is uploaded on the Company's website at the web link http://dynamicwealthservices.co.in/.
16. Annual Evaluation of Board Performance and Performance of its Committees and of Directors
Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The Board's functioning was evaluated on various aspects, including inter alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
The criteria for performance evaluation of the Board and Independent Directors, is uploaded on the Company's website at the web link: http://dynamicwealthservices.co.in/.
17. Board and Committee Meetings
Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the prescribed period.
18. Director's Responsibility Statement
In terms of Section 1S4 (3) (c) of the Act, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:
a) In the preparation of the annual financial statements for the year under reporting, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at reporting date and of the profit of the company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
19. Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and the rules made thereunder.
20. Secretarial Standards
The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.
21. Corporate Governance Report and Management Discussion & Analysis Report
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, together with the Certificate from M/s Dinesh Sharma & Associates, Company Secretary in Practice in compliance with the requirements of Corporate Governance as stipulated in Regulation 27 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 and of the Listing Agreement.
22. Vigil Mechanism/Whistle Blower policy
The Company has a Vigil Mechanism named 'Whistle Blower Policy' to deal with instances of fraud andmis-management, if any. The details of the said policy are posted on the website of the company at http://dynamicwealthservices.co.in/.
23. Codes of Conduct
The Board has laid down Codes of Conduct for Board Members and for Senior Management and Employees of the Company ("Codes"). These Codes have been posted on the Company's website at http://dynamicwealthservices.co.in/.
The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) read with Schedule IV of the Act, which is a guide to professional conduct for Independent Directors of the Company.
All the Board Members and Senior Management Personnel have affirmed compliance with these Codes. A declaration signed by the Chairman & Managing Director to this effect is enclosed at the end of this Report.
24. Amendment in Codes and Policies
Pursuant to the notified Listing Regulations by Securities and Exchange Board of India, whereby the provisions of erstwhile Listing Agreement and various circulars issued with respect thereto were repealed, the Company has suitably replaced the repealed provisions of Listing Agreement with Listing Regulations in its relevant codes and policies adopted. The details of the aforesaid amendment in codes and policies of the Company can be accessed at http://dynamicwealthservices.co.in/.
25. Anti-Sexual Harassment Policy
The Company has not received any complaint of sexual harassment during the financial year under reporting, as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
26. Code for Prevention of Insider Trading
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations 2015, the Company has adopted a Code for Prevention of Insider Trading. The objective of the code is to restrict an insider from dealingin the shares of the company either directly or indirectly when in possession of unpublished price sensitive information and also to restrict communication of such information. The code is applicable to directors and designated employees/persons associated with the company. The code enumeratesthe procedure to be followed for dealing in the shares of the company and periodic disclosures to bemade. It also restricts the insiders from dealing in the company's shares during the period when the 'Trading Window' is announced closed. The company secretary has been designated as the Compliance Officer.
The details of the said code are posted on the website of the company at http://dynamicwealthservices.co.in/.
27. Internal Control Systems and Adequacy
The Company's internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.
Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors' Report.
28. Auditors and Audit
i. Statutory Auditors
The Members at the 27th AGM of the Company held on September 29th 2021, has appointed M/s. Arora & Bansal, Chartered Accountants, (ICAI Firm Registration No.: 003368N) as the Statutory Auditor of the Company to hold office up to the conclusion of 32nd AGM of the Company, subject to ratification of their appointment by the shareholders, every year. The Ministry of Corporate Affairs vide its Notification dated May 7th 2018, has dispensed with the requirement of ratification of Auditor's appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditor's appointment is not included in the Notice of the ensuing Annual General Meeting.
There are no qualifications, reservations or adverse remarks made by M/s. Arora & Bansal, Chartered Accountants, as Statutory Auditors of the Company, in their report for the financial year ended March 31, 2024. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors under section 143(12) of the Act during the Year under review.
ii. Secretarial Auditor
In accordance with the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed M/s Dinesh Sharma & Associates, Company Secretaries in Practice (ACS NO.: 44736), to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as Annexure to the Board Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
During the Year, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
iii. Cost Auditor
The provision of maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013 is not applicable to the company as the company is Non-Banking Financing Company.
29. Registered Office
The Registered office of the Company is situated at 1403, Vikram Tower 16, Rajendra Place, New Delhi-110008.
30. Nature of Business
There is no change in the nature of business during the period under review.
31. Subsidiaries/joint Ventures/Associate Companies
The Company does not have any subsidiary, Joint Ventures and Associate Company.
32. Material Changes and Commitments
There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
33. Corporate Social Responsibility
The provisions of the Act relating to Corporate Social Responsibility are not applicable on the Company. Nevertheless,the Company shall continue its endeavour to fulfil its responsibility towards society.
34. RBI Norms
The Company has complied with all the necessary applicable prudential norms of RBI being NBFC during the year under review.
35. Significant and Material Orders passed by the Regulators and Courts
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its future operations.
36. Major Changes During the Year under Reporting
The Company is under the process of Reclassification of Promoters, under regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Company is under the process of merger with Bharat Rasayan Finance Limited.
37. Industrial Relation
During the year, the industrial relations at all the works of the Company were cordial.
38. Investor Relations
Your Company always endeavours to keep the time of response to shareholders request/ grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders Grievances Committee of theBoard meets periodically and reviews the status of the Shareholders Grievances.
39. Personnel
The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with any amendments thereto, is annexed as Annexure to the Board Report.
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, the information on conservation of energy, technology absorption and foreign exchange earnings andoutgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with any amendments thereto, is given are as under:
40. Acknowledgement
The Directors sincerely acknowledge the trust and confidence that has been placed by the employees, shareholders and investors in the Company. The Directors are thankful to all the employees and the officers of the Company, for their dedication, support and co-operation.