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Dynacons Systems & Solutions Ltd. AGM Information 2021

Oct 1, 2021

61285_rns_2021-10-01_f9b9aea0-f553-4c86-828f-76d1dad544d7.pdf

AGM Information

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Date: October 1, 2021

To,
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Tower, Exchange Plaza, C— 1, Block G,
Dalal Street, Bandra Kurla Complex, Bandra (East),
Mumbai — 400 001 Mumbai — 400051
Scrip Code- 532365 Symbol - DSSL

Sub: Proceeding of the Twenty-Sixth Annual General Meeting of Dynacons Systems & Solutions Limited.

We wish to inform you that in terms of the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020 and 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs ("MCA") and in compliance with the provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder and in accordance with SEBI Circular dated May, 12, 2020 and January 15, 2021 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 26 Annual General Meeting ("AGM") of the Company was held on Thursday, September 30, 2021 at 3:00 p.m. (IST) through Video Conferencing ("VC")/ Other Audio Visual Means C'OAVM"), without the physical presence of the Members at a common venue to transact the business as stated in the Notice dated September 1, 2021, convening the AGM. The proceedings of the AGM is deemed to be conducted at the Registered Office of the Company which is the deemed venue of the Meeting.

Pursuant to Regulation 30 read with Para A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed herewith proceedings of the Twenty-Sixth Annual General Meeting of the Company.

Kindly take the same on records.

Thanking You,

Yours Faithfully,

For Dynacons Systems & Solutions Limited

Dynacons Systems & Solutions Limited CIN NO : L72200MH1995PLC093130 Certified ISO 9001:2008, ISO 20000-1:2011, ISO 27001:2013

Registered Office : 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle West, Mumbai - 400 056. Corporate Office : 3rd Floor, A Wing, Sunteck Centre, Subhash Road, Near Garware Chowk, Vile Parle East, Mumbai - 400 057. BD +91-22-66889900 | I +91-22-26716641 @® www.dynacons.com | i [email protected] 1860-123-4444

PROCEEDINGS OF THE TWENTY-SIXTH ANNUAL GENERAL MEETING OF THE COMPANY

The 26" Annual General Meeting ('AGM') of Dynacons Systems & Solutions Limited ('the Company') was held on Thursday, September 30, 2021 at 3:00 p.m. (IST) through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. The Company, while conducting the Meeting, adhered to the Circulars issued by the Ministry of Corporate Affairs ("MCA"), the Securities and Exchange Board of India ("SEBI") and other social distancing norms in view of the challenges and risk faced due to the ongoing CoronaVirus (Covid-19) pandemic.

Directors Present through VC:

Mr. Shirish M. Anjaria, Chairman cum Managing Director - Registered Office, Mumbai Mr. Parag J. Dalai, Whole-time Director, Executive Director - Registered Office, Mumbai Mr. Dharmesh S. Anjaria, Whole-time Director and CFO, Executive Director - Registered Office, Mumbai Mr. Jitesh Jain, Independent Director — from his office, Mumbai Mr. Viren Shah, Independent Director - Residence, Mumbai Mrs. Archana Phadke, Independent Director - Residence, Mumbai

By Invitation through VC:

pandemic. distancing norms in view of the challenges and risk faced due to the ongoing CoronaVirus (Covid-19)
Company which was the deemed Venue of the AGM. In accordance with the Secretarial Standard on General Meetings ("SS-2") issued by the Institute of
Company Secretaries of India ("ICSI") read with Guidance/Clarification dated April 15, 2020 issued by
the ICSI, the proceedings of the AGM were deemed to be conducted at the Registered Office of the
Directors Present through VC:
Mumbai Mr. Shirish M. Anjaria, Chairman cum Managing Director - Registered Office, Mumbai
Mr. Parag J. Dalai, Whole-time Director, Executive Director - Registered Office, Mumbai
Mr. Dharmesh S. Anjaria, Whole-time Director and CFO, Executive Director - Registered Office,
Mr. Jitesh Jain, Independent Director — from his office, Mumbai
Mr. Viren Shah, Independent Director - Residence, Mumbai
Mrs. Archana Phadke, Independent Director - Residence, Mumbai
By Invitation through VC:
Mr. Hemant Shetye- Scrutinizer Mrs. Pinakee Parikh and Mr. Gautam Sanghvi- Partner, M S P & Co., Statutory Auditors
Mr. Shirish M. Anjaria, Chairman cum Managing Director, chaired the 26" Annual General Meeting.
The number of shareholders as on record date i.e. 23.09.2021 were 14848,
The details of number of shareholders present in the meeting are as follows:
Category Promoter
Promoter Group
and Public Total
In Person N.A. N.A. N.A.
Through
Proxy/Authorized
Representative
N.A. N.A. N.A.
Video Conference 46 53
Total 7
Z
46 53

Dynacons Systems & Solutions Limited CIN NO : L72200MH1995PLC093130 ( Certified ISO 9001:2008, ISO 20000-1:2011, ISO 27001:2013 = ; "

Registered Office : 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle West, Mumbai - 400 ose aS . Corporate Office : 3rd Floor, A Wing, Sunteck Centre, Subhash Road, Near Garware Chowk, Vile Parle East, Mumbai= '@@ +91-22-66889900 | li +91-22-26716641 | @ www.dynacons.com | M@ [email protected] | 1860-123-4444

    1. Mr. Shirish M. Anjaria, Chairman cum Managing Director of the Company chaired the proceedings of the AGM. Mr. Ravi Singh, Company Secretary informed that in view of the restrictions due to outbreak of COVID-19 and considering the social distancing norms, the AGM was conducted through VC / OAVM. This meeting has been convened and being conducted in accordance with the circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India (SEBI).
    1. Mr. Ravi Singh, Company Secretary of the Company welcomed all the members and called the meeting in order as requisite quorum was present.
    1. He informed that the Statutory Registers of the Company are available for inspection in electronic mode and members desiring to inspect these documents are requested to send email to the Company at the designated email address provided in the Notice of AGM.
    1. He informed that the Company had tied up with National Securities Depositories Limited (NSDL) to provide facility for voting through remote e-voting, e-voting during the AGM and participation in the AGM through VC / OAVM facility. He also informed that the Company has provided live webcast facility for the Members to view the live proceedings of the AGM.
    1. The Company Secretary informed the Members that pursuant to the provisions of the Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had extended the remote e-voting facility to the Members of the Company in respect of the resolutions to be passed at the Meeting. The remote e- voting commenced at 9.00 a.m. (IST) on Saturday, 25" September, 2021 and ended at 5.00 p.m. (IST) on Wednesday, 29" September, 2021 in proportion to their shares held as on cut-off date of September 23, 2021 on all the Ordinary and Special Resolutions as set out in the Notice of AGM. The Company Secretary informed the Members that the facility for voting through e-voting system was made available during the Meeting for Members who had not cast their vote prior to the Meeting.
    1. The Company had appointed Mr. Hemant Shetye, Partner of HS Associates, Practicing Company Secretary (FCS No. 2827), as the Scrutinizer for the purpose of scrutinizing the process of remote evoting held prior and e- voting during the AGM in a fair and transparent manner.
    1. He further informed that the Company has received Authorized Representation for 4,86,475 Equity Shares constituting 4.80% of voting.
    1. The Company Secretary then requested the Board of Directors to introduce themselves.
    1. Mr. Ravi Singh, Company Secretary of the Company, requested his team to start the presentation about the Company and its growth journey.
    1. The Company Secretary then invited the Chairman to deliver his speech. The Chairman delivered his speech.
    1. Thereafter, Mr. Dharmesh Anjaria, Executive Director declared that the Notice convening the 26th AGM, Boards' Report and the Financial Statements along with Auditors' Report for the financial year ended March 31, 2021 had been sent through electronic mode to the Members. Accordingly, the Notice was taken as read. Mr. Dharmesh Anjaria then invited Mrs. Pinakee Parikh and Mr. Gautam Sanghvi, Statutory Auditors to read the Auditor's Report. Mr. Gautam Sanghvi read part of the Auditors report

    1. The Company Secretary invited the members who had registered themselves as speakers to address the meeting through VC/OAVM. Queries/concerns of the speaker was adequately responded by Mr. Dharmesh Anjaria, Executive Director of the Company.
    1. The following items of business, as per the Notice of AGM dated September 01, 2021, were put to vote through remote e-voting and e-voting at the AGM:
O
DYNACONS
EMPOWER
SOLUTIONS
THAT
and since there was no qualification, observation, adverse remark or disclaimer in the Auditors' Report
on Standalone and Consolidated Financial Statements for the financial year 2020-2021, hence it was
taken as read.
12. The Company Secretary invited the members who had registered themselves as speakers to address
the meeting through VC/OAVM. Queries/concerns of the speaker was adequately responded by Mr.
Dharmesh Anjaria, Executive Director of the Company.
13. The following items of business, as per the Notice of AGM dated September 01, 2021, were put to
vote through remote e-voting and e-voting at the AGM:
No. Sr. Particulars Type of Resolution
1. Adoption
Audited
Balance
Sheet
and
&
of
Profit
Account for the financial year ended as at March 31, 2021,
Loss Ordinary
the Audited Consolidated Financial Statements for the said
financial year and the Reports of Board of Directors and
Auditors thereon
2.
Confirmation of payment of Interim dividend as the Final Ordinary
dividend on equity shares for the FY- 2020-2021.
3. Re-appointment of Mr. Dharmesh Anjaria (DIN: 00445009) Ordinary
who is retiring by rotation and being eligible offers himself
Whole-Time
re-appointment
Director
the
for
as
of
a
Company.
4.
5.
Alteration of Memorandum of Association of the Company. Special
Increase the borrowing power of the Company
Special
6. Re-appointment of Mr. Jitesh Jain (Din no.: 00282797) as Special
an Independent Director
14. Mr. Dharmesh Anjaria then answered the questions posted by the shareholders in the chat box.
Dharmesh Anjaria announced for voting to be taken electronically (e-voting).
15. Thereafter, Mr.
announced that the e-voting results along with the consolidated Scrutinizer's Report will be declared
He
within two working days of the conclusion of AGM and the same will be posted on the website of the
Company www.dynacons.com. He also informed that the voting results would also be intimated to
BSE Limited and National Stock Exchange limited.
16. Mr. Dharmesh Anjaria thanked the Members present through VC and there being no other business
to be transacted, the AGM was concluded at 3:38 p.m. Thereafter, the members who had not casted
their vote through remote e-voting, were given opportunity to cast vote electronically for next 15
minutes post which the e-voting lines were closed.
&-Solutions Limited
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A
hirish Anjaria
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Chairman cum
Director
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Din:00444104
Date : 01.10.2021
Place: Mumbai
    1. Mr. Dharmesh Anjaria then answered the questions posted by the shareholders in the chat box.
    1. Thereafter, Mr. Dharmesh Anjaria announced for voting to be taken electronically (e-voting). He announced that the e-voting results along with the consolidated Scrutinizer's Report will be declared within two working days of the conclusion of AGM and the same will be posted on the website of the Company www.dynacons.com. He also informed that the voting results would also be intimated to BSE Limited and National Stock Exchange limited.
    1. Mr. Dharmesh Anjaria thanked the Members present through VC and there being no other business to be transacted, the AGM was concluded at 3:38 p.m. Thereafter, the members who had not casted their vote through remote e-voting, were given opportunity to cast vote electronically for next 15 minutes post which the e-voting lines were closed.