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Dynacons Systems & Solutions Ltd. Board/Management Information 2025

Mar 4, 2025

61285_rns_2025-03-04_a0bb226e-0c28-40b6-9d19-85f2ada939a2.pdf

Board/Management Information

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Date: March 04, 2025

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: Outcome of Board Meeting held on March 04, 2025

Dear Sir(s),

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulation"), we wish to inform that the Board of Directors of the Company at their Meeting held today i.e. on March 04, 2025, considered and approved the following:

    1. The Board of Directors considered and approved the resignation letter received on March 04, 2025, tendered by Mr. Jitesh Jain (DIN: 00282797) vide letter dated March 04, 2025, as Non-Executive, Independent Director of the Company, with effect from close of business hours on March 04, 2025, due to other ongoing engagements and personal commitments. Consequent to the same, Mr. Jitesh Jain (DIN: 00282797), also ceases to be Chairperson of Audit Committee and member of Stakeholders Relationship & Grievance committee and Nomination and Remuneration committee w.e.f. close of business hours on March 04, 2025. While taking note of the above, the Board of Directors of the Company placed on record its appreciation for the valuable contribution and guidance provided by Mr. Jitesh Jain (DIN: 00282797) during his association with the Company as an Independent Director.
    1. On the recommendation of Nomination and Remuneration Committee (NRC), the Board of Directors has considered and approved appointment of Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796), as an Additional Director, designated as Independent Director w.e.f. March 05, 2025, subject to the approval of members through postal ballot. Consequent to the same, Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796), is also appointed as the Chairperson of Audit Committee and as a member of Stakeholders Relationship & Grievance committee and Nomination and Remuneration committee w.e.f. March 05, 2025.
    1. Considered and approved Notice of Postal Ballot by Remote E-Voting process for seeking approval of members for following resolutions:
  • e Appointment of Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796), as Non-Executive, Independent Director for a period of 5 years with effect from March 05, 2025.
    1. The Board of Director consented that the record date for postal ballot will be on Friday, February 28, 2025.

Dynacons Systems & Solutions Limited CIN NO : L72200MH1995PLC093130 Certified ISO 9001:2015, ISO 20000 — 1:2018, ISO — 27001:2022 , CMMI Maturity Level 5 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. GP +91-22-66889900 | @ www.dynacons.com | Ma [email protected] | 1860-123-4444

    1. Approved appointment of National Securities Depository Limited ('NSDL') for providing E-Voting Facility.
    1. Board fixed the period of E-voting which commences on Wednesday, March 12, 2025 (9.00 A.M.) and ends on Thursday, April 10, 2025 (5.00 P.M.). Members can cast their vote online from March 12, 2025 (9.00 A.M.) to April 10, 2025 (5.00 P.M.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, may cast their vote electronically.
    1. Board appointed Mr. Hemant S. Shetye, Practicing Company Secretary, Mumbai (Mem No. F2827 COP No. 1483), as Scrutinizer for conducting the e-Voting process in fair and transparent manner.

With reference to BSE Circular having ref. no. LIST/ COMP/ 14/2018-19 and NSE circular having reference no. NSE/CML/2018/02 dated June 20, 2018, the Company affirms that Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796), being appointed as the Director of the Company, is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

The details required under Regulation 30 of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 and circular no. CIR/CFD/CMD/4/2015, dated September 09, 2015, are enclosed as Annexure I.

Further, the Company has received confirmation from Mr. Jitesh Jain (DIN: 00282797) that there are no material reasons for his resignation other than those mentioned in his resignation letter dated March 04, 2025, and the same is enclosed as Annexure-II.

The Meeting commenced at 05:00 p.m. and concluded at 05:30 p.m.

We request you to take the same on your record and acknowledge the same.

Thanking you,

For Dynacons Systems & Solutions Limited

Pooja Patwa Company Secretary & Compliance Officer Mem. No.-60986

Annexure I

Details required under Regulation 30 of Listing Regulations read along with SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 and CIR/CFD/CMD/4/2015 dated September 09, 2015.

Sr.
No.
Particular Remarks Remarks
1 Reason
change
for
appointment,
resignation,
removal,
death
or]
otherwise
viz. Resignation
Jitesh
Jain
Mr.
00282797),
tendered
has
resignation
as
his
Independent March
Executive,
Company,
Director
the
of
due
other
to
engagements and
personal
commitments.
Appointment
(DIN: Mr. Ashok Bhumaiah Rajagiri
02107796),
(DIN:
appointed
Additional
an
Director,
as
is
Independent
Non- designated
Director
w.e.f.
as
approval
2025,
subject
the
05,
of
to
members
through
Postal
the
ballot
the
of
ongoing Company
2 appointment Date
Date
of
/cessation and
term of appointment
cessation:
of
March 04, 2025
From Appointment w.e.f.
March 05,
March
2025 till
close of business hours on 04, 2030 subject to the approval of members
through the Postal ballot of the Company
3 case
Brief
Profile
(in
appointment)
of Not Applicable Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796),
a seasoned Chartered Accountant with over 33
extensive
experience.
years
Rajagiri
Mr.
of
range
specializes
wide
and
of financial
in
a
including
statutory
audit
services,
audits,
accounting,
ERP
forensic
taxation,
implementation,
and
fraud
detection.
He
has
worked with leading nationalized banks, public
undertakings
insurance
sector
(PSUs),
companies,
and
industries
variety
of
a
banking,
insurance,
agro-industries,
including
hospitality, telecom, and more. He is a trusted
governance,
corporate
advisor
for
risk
management, and financial advisory services.
4 Disclosure of Relationships Not Applicable
between Directors (in case
appointment
of
of
Director)
between
There
relationships
inter-se
are
no
the Directors mentioned above, and
Manager
Managerial
Personnel
and
other
Key
the
of
Company.
5. Information
as
pursuant
BSE
Circular
to
with ref. no. LIST/ COMP/
14/2018-19
= and
the
Exchange
Stock
National
of India
Ltd with ref.
no.
NSE/CML/2018/24,
dated
20 June, 2018.
required Not Applicable Mr. Ashok Bhumaiah Rajagiri (DIN: 02107796),
debarred
from
holding
not
the
office
of
is
of any
SEBI
order
or any
director
by virtue
other such authority.
Additional information in case of resignation of an Independent Director
6. Letter
of
along with detailed reason as Annexure II
for resignation
Resignation Resignation Letter enclosed Not Applicable
7. Names of Listed Entities in Nil
which
resigning
the
director
holds
Not Applicable

directorships,
_ indicating
category
the
of
directorship
&
membership
board
of
committees, if any
The Independent Director
along
detailed
with
shall,
reasons,
provide
also
a
confirmation that there is
reasons
no other material
other than those provided
Resignation Letter enclosed
as Annexure II
Not Applicable

For Dynacons Systems & Solutions Limited

Pooja Girish Patwa Digitally signed by Pooja Girish Patwa Date: 2025.03.04 17:38:37 +05'30'

Pooja Patwa Company Secretary & Compliance Officer Mem. No.-60986

Annexure I

JITESH JAYANTILAL JAIN

23/1661, M HB Colony, Abhyuday Nagar, Kalachowky, Tank Road, Mumbai — 400033.

Date: March 04, 2025

To, Board of Directors, Dynacons Systems & Solutions Limited

Sub: Resignation from the position of Non-Executive, Independent Director from the Board of Directors of Dynacons Systems & Solutions Limited (the "Company")

Dear Board Members,

|, Mr, Jitesh Jain (DIN: 00282797), wish to step down from the position of Non-Executive, Independent Director from the Board of the Company including all the committee and/or sub committees of the Board with effect from close of business hours on March 04, 2025, due to other ongoing engagements and personal commitments.

| express my.gratitude to the Company for giving me this opportunity and it has been a great privilege to be a member on the Board of the Company and the Committees and | wish the Company all the best for its future endeavors.

| would like to thank the Chairman, my fellow Board members and the entire management team for the trust and support and it has been an honour to work with such a talented and dedicated team.

As mentioned above, due to other ongoing engagements and personal commitments, | have tendered my resignation, further, | confirm that there are no other material reasons for my resignation.

Kindly acknowledge the receipt of my resignation and arrange to take necessary steps to formalize the above including necessary regulatory and corporate filings with the Registrar of Companies and informing the Stock Exchanges.

Thanking you,

Yours sincerely,

. Ny

JitesWJain DIN: 00282797