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Dynamatic Technologies Ltd. Board/Management Information 2019

Feb 11, 2019

60708_rns_2019-02-11_71819e37-9288-4ad0-a8dd-993ebce9f9ae.pdf

Board/Management Information

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11 th February, 2019

  • 1 . The Secretary Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street MUMBAI 400 001. Fax No. 022- 2272 3121 I 3719 I 2037 I 2039 I 2041 I 2061
    1. The Secretary National Stock Exchange of India Limit ed "Exchange Plaza" Bandra·Kurla Complex Bandra East MUMBAI 400 051 . Fax No.022 - 26598237 I 38

Sub: Board Meeting outcome Ref: Scrip code: NSE: DYNAMATECH; BSE: 505242

Dear Sir,

We write to inform you that the Board, at its meeting held today, i.e. 11 1 hFebruary 2019, considered and approved the following:

    1. The Board appointed Mr. Pierre de Bausset (DIN:07178878) as an Additional Director on the Board of the Company with effect from 11 th February 201 9. Enclosed is the brief profile of Mr. Pierre de Bausset and the declaration of independence received from him.
    1. The Board appointed Mr. Pradyumna Vyas (DIN:02359563) as an Additional Director on the Board of the Company with effect from 11 th February 2019. Enclosed is the brief profile of Mr. Pradyumna Vyas and the declaration of independence received from him.
    1. Further to our earlier communications with regard to divestment of Auto division at Chennai, we wish to bring to your notice that the Board took note of the sale of aluminum business of the Auto division. Please refer Annexure IV of attached Standalone Financial Results for the details as required under SEBI circular number CIR/ CFD / CMDI4/2015 dated September 09, 2015.

Dynamatic Park Peenya Bangalore 560 058 India Tel +91 80 2839 4933 34 135 Fax +91 80 2839 5823 www dynamatics.com

  1. The Standalone and Consolidated un-audited Financial Results for the quarter and nine month ended 31 st December 2018 and the Limited review report by Statutory Auditors of the Company was approved by the Board. Copy of the un-audited financial results have been enclosed in compliance with the provisions of Regulation 30 of SEBI (LODR) Regulations, 2015.

We kindly request you to take this letter along with the enclosures on record.

Thank you.

Yours faithfully, for DYNAMATIC TECHNOLOGIES LIMITED

.,.....-:-;.,.,.,. -~~ -, Chandrashekar I 11-" , 1 •' ~Compliance Officer , .... \ / · .. ,~ -/~ ~" /

Enclosure: as above

Dynamallc Park Peenya Bangalore 560 058 India Tel +91 80 2839 4933 1341 35 Fax +91 80 2839 5823 www.dynamat1cs com

Mr. Pierre de Bausset- Paris, France

. '

1

·•

1

Mr. Pierre de Bausset is an experienced board member, and a researcher and practioner in corporate governance matters. Until recently, he was a career corporate executive who has held various leadership roles across management, governance, finance and communications, during almost three decades with the Airbus Group. His immediate past assignment was to head Airbus in India as President and Managing Direttor.

As Secretary General of Airbus Group, he was instrumental in the Group's governance evolution, and the functioning of its board of directors and its executive committee. Previously, he had led Investor Relations & Financial Communications, and the M&A and Structured Financing team at Aerospatiale at the time of the mergers leading to the formation of the Group. He played a key role in the Group's subsequent market listing.

Pierre started in the aerospace industry at ATR, arranging financing for customer airlines.

Pierre began his career in banking, at Banque lndosuez, successively at the Beijing, PRC, office of the bank, then in capital markets, and finally in Shipping Finance.

He holds an MBA from INSEAD and studied Chinese and Japanese for Masters at INALCO, the French institute for oriental languages and cultures. He is a chevalier in the French order of the Legion d'honneur.

(Pierre de Bausset)

Declaration of Independence

Pursuant to section 149(7) of The Companies Act, 2013

    1. I am not a Promoter of the Dynamatic Technologies Limited (DTL) or any of its Subsidiary or Associate Company or Member of the promoter group of listed entity;
    1. I am not an independent Director of another Company on the Board of which any nonindependent Director of the Dynamatic Technologies Limited (DTL) is an independent Director;
    1. I am not related to Promoters or Directors of DTL, nor its Subsidiary or Associate Company;
    1. I do not have I had any pecuniary relationship with DTL or any of its Subsidiary or Associate Company, or their Promoters, or Directors, during t he two immediately preceding financial years or during the current financial year except to the extent of sitting fees received for attending Board/allied committee meetings;
    1. None of my relatives have I had any pecuniary relationship or transaction with DTL or its Subsidiary or Associate Company, or its Promoters, or Directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
    1. Neither myself nor any of my relatives-
  • 6.1 holds or has held the position of a Key Managerial Personnel or
  • 6.2 are or have been employee of DTL or any of its Subsidiary or Associate company in any of the three financial years immediately preceding the financial year;
  • 6.3 are or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year, of:
  • 6.3.1 a firm of auditors or company secretaries in practice or cost auditors of DTL or of its Subsidiary or Associate Company; or
  • 6.3.2 any legal or a consulting firm that has I had any transaction with DTL or any of its Subsidiary or Associate Company amounting to ten per cent or more of the gross turnover of such firm or holds together with my relatives two per cent or more of the total voting power of DTL; or

  • 6.3.3 is a Chief Executive or Director, by whatever name called , of any non-profit organisation that receives twenty-five per cent. or more of its receipts from DTL, any of its Promoters, Directors or Subsidiary or Associate Company or that non-profit organization holds two per cent. or more of the total voting power of the company;

  • 6.3.4 is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

Declaration

I undertake that I shall seek prior approval of the Board if and when I have any such relationship I transactions, whether material or non-material. If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship I transactions.

Further, I do hereby declare and confirm that the above said information's are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company, its directors, if the same found wrong or incorrect in future.

I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same.

Place: Paris Date: February 6th 2019

(Pierre de Bausset)

Name: Pradyumna Vyas

1

II

..

..

Position: Former Director, National Institute of Design Former Member Secretary, India Design Council

Core Expertise : Industrial Design

E mail : [email protected] I [email protected]

Pradyumna Vyas acquired a Masters in Industrial Design from the Indian Institute of Technology, Bombay.

In June 2010, Vyas was conferred with an honorary Master of Arts degree from the University for the Creative Arts in Farnham, United Kingdom in recognition of his contributions to design education and design promotion.

Vyas has more than 36 years of professional and teaching experience in different spheres of design. Since the last 30 years , he has been associated with the National Institute of Design (NID) as a faculty in the Industrial Design discipline. In April 2009, he was appointed as the Director of the National Institute of Design.

  • ~Prior to joining NID, Vyas acquired three years overseas experience at the Kilkenny Design Centre, Republic of Ireland.

In July 2011 , Vyas was given the award for his outstanding contribution to design education at Asia's Best School Award that was held at Singapore.

Vyas was invited as the jury member for the special awards screening panel at Good Design Award (G-Mark) by the Japan Institute of Design Promotion, Japan consequently in 2012, 2013, 2014 and 2016.

He has been at the helm of design promotion events in India and has represented NID in various international a1·1d national events. He was elected as an ICSID (lnterna'tional Council of Societies of Industrial Design) now WOO [World Design Organisation] Executive Board Member for 2009-11 .

In pursuance of the National Design Policy approved by the Cabinet in February 2007, an India Design Council was constituted in March 2009 and Mr Vyas has been nominated as its Member Secretary by the Ministry of Commerce & Industry, Government of India.

In July 2015, World Education Congress. 2015 conferred the award for Outstanding Contribution to Education to Mr. Vyas.

In March 2016, Mr Vyas was honoured with the 'Lifetime Achievement Award- Design, 2016' at the first 'India UX Design Awards' for the contribution towards the designing community and his pioneering efforts in the field of design education and design promotion .

In May 2017, Mr Vyas received an award for his contribution towards design education during the Edutainment Awards 2017 held in Mumbai, which is a joint effort of Times of India, Businessworld and Event Capital, provides a platform to celebrate broader Indian talent canvas~

In August 2017, Mr Vyas was felicitated with 'Lifetime Achievement Award' by Times Education Icons 2017, for his immense contribution towards design education and design promotion.

Held the role of Officiating Director for NID Kurukshetra and NID Vijayawada from setting up of both thP lndih ltPc:: c::inl"',:> itc:: inl"',:>ntinn c:t:::ono till flor-comhcor ')()1 R

Declaration of Independence

Pursuant to section 149(7) of The Companies Act, 2013

    1. I am not a Promoter of the Dynamatic Technologies Limited (DTL) or any of its Subsidiary or Associate Company or Member of the promoter group of listed entity;
    1. I am not an independent Director of another Company on the Board of which any nonindependent Director of the Dynamatic Technologies Limited (DTL) is an independent Director:
    1. I am not related to Promoters or Directors of DTL, nor its Subsidiary or Associate Company;
    1. I do not have / had any pecuniary relationship with DTL or any of its Subsidiary or Associate Company, or their Promoters, or Directors, during the two immediately preceding financial years or during the current financial year except to the extent of sitting fees received for attending Board/allied committee meetings;
    1. None of my relatives have / had any pecuniary relationship or transaction with DTL or its Subsidiary or Associate Company, or its Promoters, or Directors, amounting to two per cent, or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
    1. Neither myself nor any of my relatives-

A)

  • 6.1 holds or has held the position of a Key Managerial Personnel or
  • 6.2 are or have been employee of DTL or any of its Subsidiary or Associate company in any of the three financial years immediately preceding the financial year;
  • 6.3 are or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year, of:
  • 6.3.1 a firm of auditors or company secretaries in practice or cost auditors of DTL or of its Subsidiary or Associate Company; or
  • 6.3.2 any legal or a consulting firm that has / had any transaction with DTL or any of its Subsidiary or Associate Company amounting to ten per cent or more of the gross turnover of such firm or holds together with my relatives two per cent or more of the total voting power of DTL; or
  • 6.3.3 is a Chief Executive or Director, by whatever name called, of any non-profit organisation that receives twenty-five per cent. or more of its receipts from DTL, any of its Promoters, Directors or Subsidiary or Associate Company or that non-profit organization holds two per cent. or more of the total voting power of the company;
  • 6.3.4 is a material supplier, service provider or customer or a lessor or lessee of the listed entity:

Oeclaratfon

I undertake that f shall seek prfor approval of the Board if and when I have any such relationship I transactions, whether material or non-material. If I fail to do so I shalt cease to be an Independent director from the date of entering in to such relationship I transactions.

· 1 Further. f do hereby declare and confirm that the above said fnfonnation's are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for Its correctness and shaH be liable for ffne if any imposed on the Company, its directors, tf the same found wrong or incorrect in future.

I further undertake to intimate Immediately upon changes, if any, to the Company for updatmg of the same.

Place: Ahmedabad Date: 8111Febf1Jary' 2019

1

. ,,

,

• l

(Pradyumna Vyas)

B S R & Co. LLP

Chartered Accountants

Maruthi lnfo··Tech Centre 1H2/1, B Block, 2nd Floor Inner F-ling Road, Koran1angala Bangalore F:iGO 0/1 India

Telephone +91 flO 7134 7000 Fax ;91 80 7134 7999

Limited review repm·t on unaudited quarterly and year to date standalone financial results of Dynamatic Technologies Limited pursuant to Regulation 33 of the Securities and Exchange Hoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Board of Directors of Dynamatic Technologies Limited

We have reviewed the accompanying statement of unaudited standalone financial results ("Statement") of Dynamatic Technologies Limited ("the Company") for the quarter ended 31 December 2018 and year-to-date results for the period from I April 2018 to 31 December 2018, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

This Statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial results based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, Review of Interim Financial Injimnation Performed by the Independent Auditor of the Entity specified under section 143(1 0) of the Companies Act, 2013. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited standalone financial results prepared in accordance with applicable accounting standards i.e. lnd AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

for B S R & Co. LLP Chartered Accountants rm registration number: 101248W/W-100022

-"'1-V'_A./V',..,~:-:

S preet Sachdev Partner Membership No.: 205385

Place: Bengaluru Date: II February 2019

B S R & Co. {a partnership lrrm w1th Registration No. f3A61223) converted into 8 S R & Co. U_P (a Umited Liability Pannersllrp with U.P Hegrstratiol1 No. AAB·B181) with elfect from October 14. 2013

Roglstorod Office: bth f'lo(>l, Lodha Excelus Apollo Mill~ Compoun<J H !vl.loslro Marg. MolroloKslllolt Mumbou 400 011

$\begin{minipage}{.4\linewidth} \textbf{DYNAMATIC TECHNOLOGIES LIMITIED} \ \textbf{CIN: L72200KA1973PLC002308} \ \textbf{DYNAMATIC PARK, PEBNYA, BENGALURU-560 058, INDIA} \end{minipage}$

PART I - Statement of unaudited standalone financial results for the quarter and nine months ended 31 December 2018

(Rs in lacs, except as otherwise stated)
SI. Quarter ended Nine months ended Year ended
No. Particulars 31 December 2018 30 September 2018 31 December 2017 31 December 2018 31 December 2017 31 March 2018
Continuing operations (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
$\mathbf{1}$ Incorne
a) Revenue from operations 15,210 14,658 12,914 43,855 34,638 48,832
b) Other income (111) 331 148 537 435 647
Total income (a+b) 15,099 14,989 13,062 44,392 35,073 49,479
$\overline{2}$ Expenses
a) Cost of raw materials and components consumed 6,913 6,894 6,185 20,333 15,510 22,311
b) Changes in inventories of finished goods and work-in-progress (12) 63 (204) 354 107 (154)
c) Excise duty
d) Employee benefits expense
1,970 5,538 440
5,257
440
7,179
e) Finance costs 1,952
1,749
1,820
1,659
1,573 4,999 4,627 6,328
f) Depreciation and amortisation expense 450 496 505 1,451 1,497 1,964
g) Other expenses 2,798 2,511 2,264 7,586 6,811 9,206
Total expenses (a+b+c+d+e+f+g) 13,850 13,443 12,293 40,261 34,249 47,274
$\mathbf{3}$ Profit before exceptional items and tax $(1 - 2)$ 1,249 1,546 769 4,131 824 2,205
4 Exceptional item
$\overline{5}$ Profit from continuing operations before tax (3 - 4) 1,249 1,546 769 4,131 824 2,205
6 Tax expense/ (credit)
a) Current tax 404 616 248 1,624 265 632
b) Deferred tax 18 (100) (15) (219) (16) 62
Total tax, net (a+b) 422 516 233 1,405 249 694
$\overline{7}$ Profit for the period from continuing operations $(5 - 6)$ 827 1,030 536 2,726 575 1,511
8 Discontinued operations (refer note 5)
Profit/ (loss) from discontinued operations (190) 68 (272) (210) (1, 144) (1,652)
$\overline{9}$ Tax expense/ (credit) of discontinued operations (1) 24 (83) (8) (344) (520)
10 Profit/ (loss) from discontinued operations after taxes (8-9) (189) 44 (189) (202) (800) (1, 132)
11 Profit/ (loss) for the period $(7 + 10)$ 638 1,074 347 2,524 (225) 379
12 Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans 40 141 126 (226) (217)
Income tax relating to items that will not be reclassified to profit or loss (14) (49) ٠ (44) 68 75
Other comprehensive income for the period, net of tax 26 92 u 82 (158) (142)
13 Total comprehensive income for the period $(11 + 12)$ 664 1,166 347 2,606 (383) 237
14 Paid-up equity share capital (face value of Rs 10 each) 634 634 634 634 634 634
15 Reserves 47,954
16 Earnings per share (not annualised) (not annualised) (not annualised) (not annualised) (not annualised) (annualised)
Earnings per share (for continuing operations)
Basic (Rs) 13.04 16.25 8.45 43.00 9.07 23.83
Diluted (Rs) 13.04 16.25 8.45 43.00 9.07 23.83
Earnings per share (for discontinued operations)
Basic (Rs) (2.98) 0.69 (2.98) (3.19) (12.62) (17.85)
Diluted (Rs) (2.98) 0.69 (2.98) (3.19) (12.62) (17.85)
Earnings per share (for continuing and discontinued operations)
Basic (Rs)
10.06 16.94 5.47 39.81 5.98
Diluted (Rs) 10.06 16.94 5.47 39.81 (3.55)
(3.55)
5.98

$\mathcal{T}^{\mathcal{I}}=\mathcal{A}$

$\begin{minipage}{.4\linewidth} \textbf{DYNAMATIC TECHNOLOGIES LIMITIED} \ \textbf{CIN: L72200KA1973PLC002308} \ \textbf{DYNAMATIC PARK, PEENYA, BENGALURU-560 058, INDIA} \end{minipage}$

Annexure - IV: Statement of standalone segment wise revenue, results, assets and liabilities for the quarter and nine months ended 31 December 2018

(Rs in lacs)
SI. Quarter ended Nine months ended Year ended
No. Particulars 31 December 2018
(Unaudited)
30 September 2018
(Unaudited)
31 December 2017
(Unaudited)
31 December 2018
(Unaudited)
31 December 2017
(Unaudited)
31 March 2018
(Audited)
1 Segnient revenue
a) Hydraulics 6,345 6,478 5,767 19,086 16,296 22,354
b) Aerospace and Defence 8,657 8,078 6,760 24,139 17,436 25,251
c) Others 208 102 387 630 906 1,227
Revenue from operations (continuing operations) 15,210 14,658 12,914 43,855 34,638 48,832
d) Automotive and Aluminum castings (discontinued operations) (refer note 2,318 1,938 2,134 6,230 6,152 8,063
Total Revenue from operations (continuing and discontinued
operations)
17,528 16,596 15,048 50,085 40,790 56,895
$\overline{2}$ Segment results [profit / (loss) before finance costs,
exceptional items, other income and tax from each segment]
a) Hydraulics 805 868 506 2,301 1,450 2,273
b) Aerospace and Defence 2,531 2,313 1,666
22
6,888
(596)
3,894
(328)
6,020
(407)
c) Others (227) (307) 2,194 8,593 5,016 7,886
Total (continuing operations) 3,109
(190)
2,874
68
(272) (210) (1, 144) (1,652)
d) Automotive and Aluminum castings (discontinued operations) (refer note
Total (continuing and discontinued operations) 2,919 2,942 1,922 8,383 3,872 6,234
Unallocable
- Finance costs 1,749 1,659 1,573 4,999 4,627 6,328
- Exceptional expense $\bar{a}$ $\sim$
- Other income (111) 331 148
497
537 435 647
553
Profit before tax (continuing and discontinued operations) 1,059 1,614 3,921 (320)
$\mathbf{3}$ Segment assets
a) Hydraulics 13,588 13,432 13,913 13,588 13,913 14,183
b) Aerospace and Defence 41,114 39,895 38,770 41,114 38,770 39,651
c) Others 8,253 2,049 3,324 8,253 3,324 2,564
d) Automotive and Aluminum castings (continuing operations) 14,835 14,835 15,936
e) Unallocated 58,778 56,491 65,004 58,778 65,004 56,451
Segment assets from continuing operations 121,733 111,867 135,846 121,733 135,846 128,785
f) Automotive and Aluminum castings (discontinued operations) (refer note
$\left(5\right)$
11,619 16,610 × 11,619 a)
Segment assets (continuing and discontinued operations) 133,352 128,477 135,846 133,352 135,846 128,785
$\overline{4}$ Segment liabilities
a) Hydraulics 7,589 6,994 6,650 7,589 6,650 7,254
b) Aerospace and Defence 5,627 5,428 5,095 5,627 5,095 5,649
c) Others 6,182 425 373 6,182 373 378
d) Automotive and Aluminum castings (continuing operations) 4,305 4,305 4,486
e) Unallocated 62,158 60,852 61,827 62,158 61,827 62,430
Segment liabilities from continuing operations 81,556 73,699 78,250 81,556 78,250 80,197
f) Automotive and Aluminum castings (discontinued operations) (refer note 761 4,401 ×. 761
Segment liabilities (continuing and discontinued operations) 82,317 78,100 78,250 82,317 78,250 80,197

$\mathcal{S} = -4$

DYNAMATIC TECHNOLOGIES LIMITED CIN: L72200KA1973PLC002308 DYN/\MATIC PARK, PEENYA, BENGALURU-560 058, INDIA

Unaudited standalone financial results for the quarter and nine months ended 31 December 2018

Notes:

  • I. The above Statement of unaudited standalone financial results ("Statement") of Dynamatic Technologies Limited ("the Company") for the quarter and nine months ended 3 I December 20 18 has been reviewed by the Audit Committee and thereafter approved by the Board of Directors in their meeting held on II February 20 19.
    1. The figures for the quarter and nine months ended 3 I December 20 18 was subjected to "Limited Review" by Statutory Auditors of the Company. The review report of the Statutory Auditors is being fil ed with Bombay Stock Exchange ("BSE") and National Stock Exchange (''NSE") and is also avail able on the Company's website at www.dynamatics.com.
    1. Pursuant to the provisions of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 , the Management has decided to publish unaudited consolidated financial results in the newspapers. However, the unaudited standalone financial results of the Company will be made available on the Company's website www.dynamatics.com and also on the website of BSE (www.bseindia.com) and NSE (www.nse india.com).
    1. Based on the "Management approach" as defined in Ind AS 108 -Operating Segments, the Chie f Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along with these business segments viz., Hydraulics, Aerospace and Defence, Automotive and Aluminum Castings and Others. The accounting principles used in the preparation of these financial results are consistently applied to record revenue and expenditure in individual segments.

5. Discontinued operations

In the previous year 3 1 March 2018, the Board of Directors of the Company vide its meeting dated 28 February 20 18 had approved the divestment of "Automotive and Aluminum Castings" segment of the Company.

The Company had obtained the Shareholders' approval vide postal ballot dated I 5 May 20 18 and has accordingly disclosed the Automotive and Aluminum Castings segment as "Asset held for sale". As the "asset held for sale" represents a segment in the standalone financial results of the Company, the same has been disclosed as "Discontinued operations" in accordance with lnd AS 105 (refer Annexure IV of the Statement).

Further, the board of directors of the Company vide its meeting dated 14 November 20 18, after evaluation of various bids received from prospective buyers, approved the proposal received from M/s. Hi-Tech Arai Private Limited for sale of assets. Pursuant to this, on December 3 1, 20 18, the Company entered into a business transfer agreement with Hi Tech Arai Private Limited to sell the business pertaining to automotive division at a consideration of Rs 4,000 lacs which is in excess of underl ying book value. The Company has accordi ngly, recorded a provision for loss of Rs 188 lacs which includes Rs 194 lacs paid to SI PCOT, Government of Tamil Nadu. In addition to this, Hi-Tech Arai Private Limited also agreed to acquire the stock of raw materials, work in progress and finished goods (excluding obsolete stock), relating to the business at a mutual agreed consideration which was agreed to be Rs 3 18 lacs. Certain assets and li abilities pertaining to automotive division which was earlier disclosed as discontinued operation and has been retained by the Company owing to change in strategy and has been reclassified as "others" in the segment.

Pursuant to the business transfer agreement, the Company has also transferred the employees of the "Automotive and Aluminum Castings" segment effective I January 20 19 and have also communicated to its customers and vendors related to "Automotive and Aluminum Castings" segment towards the transfer of business effective I January 20 19.

The Company has also received the No Objection Certifi cate (NOC) from the SIPCOT dated 4 January 20 19 and accordingly the segment asset appearing in the discontinued operation aggregating Rs 3,994 lacs has been subsequently transferred. The remaining segment assets appearing in discontinued operation primarily represents assets of Wind fa rm for which Management continues to evaluate disposal strategy.

Notes (continued)

  1. Effective I Apri l 2018, the Company has adopted lnd AS 11 5 "Revenue from Contracts with Customers" using the cumulative effect method. The standard is applied retrospectively only to contracts that were not completed as at the date of I April 2018 and the comparative information is not restated in the unaudited standalone financial results. The adoption of the standard did not have any material impact to the unaudited standalone financial results of the Company.

for and on behalf of Board of Directors of Dynamatic Technologies Limited

Udayant Malhoutra CEO and Managing Director

Place: Bengaluru Date: II February 20 19

B S R & Co. LLP

Chartered Accountants

Maruthi Info-Tech Centre 11-12/1, 8 Block, 2nd Floor Inner li.ing Hoad, Korwllangala l3angalore 560 071 India

Telephone '91 flO 7134 7000 Fax r91 80 7134 7999

Limited review report on unaudited quarterly and year to date consolidated financial results of Dynamatic Technologies Limited pursuant to the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Board of Directors of Dynamatic Technologies Limited

We have reviewed the accompanying statement of unaudited consolidated financial results ("Statement") ofDynamatic Technologies Limited ("the Company"), and its subsidiaries (collectively referred to as "the Group") as listed in Annexure I for the quarter ended 31 December 2018 and year-to-date results for the period from 1 April 2018 to 3 1 December 2018, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

This Statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial results based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, Review of Interim Financial Information fe((ormed by the Independent Auditor of the Entity specified under Section 143(10) of the Companies Act, 2013. This standard require that we plan and perform the review to obtain moderate assurance as to whether the consolidated financial results are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

a. We did not review the financial results of five subsidiaries (incorporated outside India) included in the statement of unaudited consolidated financial results and consolidated year-to-date financial results, whose financial results reflect total revenues (including other income) of INR 20,127 lakhs and INR 61,993 lakhs for the quarter ended 31 December 2018 and period fi·om 1 April 2018 to 31 December 2018 respectively. The financial results of these subsidiaries have been prepared in accordance with the accounting principles generally accepted in their respective countries. The Company's Management has converted the financial results of these subsidiaries located outside India fi·om accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. This has been carried out on the basis of a reporting package prepared by the Company which covers accounting requirements applicable to the Statement under the generally accepted accounting principles in India. The reporting packages made for this purpose have been reviewed by the other auditors and reports for consolidation purposes of those other auditors have been furnished to us. Our opinion on the Statement, in so far as it relates to the financial results of such subsidiaries located outside India is based solely on the aforesaid review reports of these other auditors.

Rouistered Office: 5th Floor. Lodha bculu~, Apol!o Mills Compound N M Jo~t'i Mar\t. Moh~loklmtt Mumb~·, 400 011

Limited review rcpo1·t on unaudited quarterly and year to date consolidated financial results of Dynamatic Technologies Limited pursuant to the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requil·ements) Regulations, 2015 (Continued)

b. We did not review the financial results of three subsidiaries, included in the statement of unaudited consolidated financial results and consolidated year-to-date results, whose financial results reflect total revenues (including other income) of lNR 70 lakhs and lNR 204 lakhs for the quarter ended on 31 December 2018 and period from I April 2018 to 3 I December 2018 respectively. These financial results are unaudited and have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial results are not material to the Group.

Our conclusion on the Statement is not modified in respect of the above matters with respect to the reports of the other auditors and the financial results certified by the Management.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with applicable accounting standards i.e. lnd AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

for B S R & Co. LLP Chartered Accountants

Firm registration number: I 0 1248W/W- I 00022

Partner Membership No.: 205385

Place: Bengaluru Date: II February 2019 Annexure 1 to the Limited Review Report

List of entities included in the unaudited consolidated financial results:

Nature S.no Entity name Country of incorporation
Subsidiaries JKM Research Farm Limited India
JKM Global Pte Ltd Singapore
Dynamatic Limited, UK United Kingdom
4 Yew Tree Investments Limited, UK United Kingdom
Dynamatic US LLC United States Of America
6 JKM Erla Automotive Limited India
JKM Automotive Limited India
8 JKM Erla Holdings GmbH, Germany Germany
9 Eisenwerk Erla GmbH, Germany Germany
10 JKM Ferrotech Limited India

$\begin{array}{c} {\bf DYNAMATIC\ TECHNOLOGIES\ LIMITED} \ {\bf CIN: L72200KA1973PLC002308} \ {\bf DYNAMATIC PARK, PEENYA, BENGALURU-560 058, INDIA} \end{array}$

PART I - Statement of unaudited consolidated financial results for the quarter and nine months ended 31 December 2018

acial results for the quarter and time months ended 31 December 2016
(Rs in lacs, except as otherwise stated)
Quarter ended
Nine months ended
SI. Particulars 31 December 2018 Year ended
No. 30 September 2018 31 December 2017 31 December 2018 31 December 2017 31 March 2018
Continuing operations (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
$\bf 1$ Income
a) Revenue from operations 36,656 36,988 33,031 111,544 95,576 132,779
b) Other income
Total income (a+b)
(124) 282 115 635 475 578
36,532 37,270 33,146 112,179 96,051 133,357
$\sqrt{2}$ Expenses
a) Cost of raw materials and components consumed 18,911 17,514 16,417 58,278 47,419 67,384
b) Changes in inventories of finished goods and (650) 1,832 771 (810) 1,401 (143)
work-in-progress
c) Excise duty
d) Employee benefits expense 6.526 6,311 6,140 19,292 670
17,526
670
23,839
e) Finance costs 2,008 1,965 1,840 5,844 5,463 7,442
f) Depreciation and amortisation expense 1,231 1,233 1,221 3,753 3,655 4,733
g) Other expenses
Total expenses (a+b+c+d+e+f+g)
7.483
35,509
7,076
35,931
6,291
32,680
22,001 19,354 27,049
108,358 95,488 130,974
$\mathbf 3$ Profit before exceptional items and tax (1 - 2) 1,023 1,339 466 3,821 563 2,383
$\overline{4}$ Exceptional item ä,
5 Profit from continuing operations before tax $(3 - 4)$ 1,023 1,339 466 3,821 563 2,383
$\sqrt{6}$ Tax expense/ (credit)
a) Current tax 436 682 305 1,903 589 1,141
b) Deferred tax
Total tax, net (a+b)
17
453
(131)
551
(39)
266
(273)
1,630
(21)
568
38
1,179
$\overline{7}$ Profit for the period from continuing operations $(5 - 6)$
8 570 788 200 2,191 (5) 1,204
Discontinued operations (refer note 6)
Profit/ (loss) from discontinued operations
(190) 68 (272) (210) (1, 144) (1,652)
9 Tax expenses/ (credit) of discontinued operations (1) 24 (83) (8) (344) (520)
10 Profit/ (loss) from discontinued operations after taxes (8-9) (189) 44 (189) (202) (800) (1, 132)
11 Profit/ (loss) for the period $(7 + 10)$ 381 832 11 1,989 (805) 72
12 Other comprehensive income
(i)Items that will not be reclassified to profit or loss
Remeasurement of defined benefit plans 40 141 126 (226) (214)
Income tax relating to items that will not be reclassified to profit or
loss
(14) (49) (44) 68 75
(ii) Items that will be reclassified to profit or loss
Exchange differences in translating financial statements of foreign (1, 526) 1,284 (185) (719) 890 2,365
operations
Other comprehensive income for the period, net of tax
(1,500)
13 Total comprehensive income for the period $(11 + 12)$ 1,376 (185) (637) 732 2,226
14 Paid-up equity share capital (face value of Rs 10 each) (1, 119)
634
2,208 (174) 1,352 (73) 2,298
15 Reserves 634 634 634 634 634
30,750
16 Earnings per share
Earnings per share (for continuing operations)
(not annualised) (not annualised) (not annualised) (not annualised) (not annualised) (annualised)
Basic (Rs) 8.99 12.43 3.15 34.56 (0.08) 18.99
Diluted (Rs) 8.99 12.43 3.15 34.56 (0.08) 18.99
Earnings per share (for discontinued operations)
Basic (Rs)
Diluted (Rs)
(2.98) 0.69 (2.98) (3.19) (12.62) (17.85)
(2.98) 0.69 (2.98) (3.19) (12.62) (17.85)
Earnings per share (for continuing and discontinued operations)
Basic (Rs) 6.01 13.12 0.17 31.37 (12.70) 1.14
Diluted (Rs) 6.01 13.12 0 17 31.37 (12.70) 1.14

$\sim$

$\hat{\mathbf{x}}$

$\begin{array}{c} {\bf DYNAMATIC\ TECHNOLOGIES\ LIMITED} \ {\bf CIN: L72200KA1973PLC002308} \ {\bf DYNAMATIC PARK, PEENYA, BENGALURU-560 058, INDIA} \end{array}$

Annexure - IV: Statement of consolidated segment wise revenue, results, assets and liabilities for the quarter and nine months ended 31 December 2018

(Rs in lacs)
Year ended
SI. Particulars 31 December 2018 Quarter caded
30 September 2018
31 December 2017 31 December 2018 Nine months ended
31 December 2017
No. (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) 31 March 2018
(Audited)
$\mathbf{1}$ Segment revenue
a) Hydraulics 8.913 9,217 8,106 26,971 22,876 31.549
b) Acrospace and Defence 11,975 11,433 9,508 34,565 25,537 35,636
c) Automotive and Aluminum castings (continuing operations) 15,767 16,340 15,412 50,006 47,130 65,558
d) Others (2) 5 $\overline{\phantom{a}}$ 33 36
Revenue from continuing operations 36,656 36,988 33,031 111,544 95,576 132,779
c) Autommotive and aluminium castings (discontinued operations)
(refer note 6)
2,318 1,938 2,134 6,230 6,152 8,063
Total revenue from operations (continuing and discontinued
operations)
38,974 38,926 35,165 117,774 101,728 140,842
$\overline{2}$ Segment results [profit / (loss) before finance costs,
exceptional items, other income and tax from each segment]
a) Hydraulics 847 953 614 2,349 1,775 2,732
b) Aerospace and Defence 2,758 2,524 1,962 7.668 4,572 6,816
c) Automotive and Aluminum castings (continuing operations)
d) Others
27
(477)
11
(466)
20
(405)
379
(1, 366)
561
(1, 357)
1,530
Total from continuing operations 3,155 3,022 2,191 9,030 5,551 (1, 831)
9,247
c) Autommotive and aluminium castings (discontinued operations)
(refer note 6)
(190) 68 (272) (210) (1, 144) (1, 652)
Total (continuing and discontinued operations) 2,965 3,090 1,919 8,820 4,407 7,595
Unallocable
- Finance costs 2,008 1.965 1,840 5,844 5,463 7,442
- Exceptional expense
- Other income (124) 282 115 635 475 578
Profit before tax (continuing and discontinued operations) 833 1,407 194 3,611 (581) 731
$\mathbf{3}$ Segment assets
a) Hydraulics 23,597 24,339 23,237 23,597 23,237 24,269
b) Acrospace and Defence 53,753 54,016 51,117 53,753 51,117 52,218
c) Automotive and Aluminum castings (continuing operations) 42,191 44,084 55,448 42,191 55,448 51,985
d) Others 5.539 3,500 3,022 5,539 3.022 7.116
c) Unallocated 5,964 3,936 5,272 5,964 5,272 6,306
Segment assets from continuing operations 131,044 129,875 138,096 131,044 138,096 141,894
f) Automotive and Aluminum castings (discontinued operations)
(refer note 6)
11,619 13,229 ×. 11,619 ۰
Segment assets (continuing and discontinued operations) 142,663 143,104 138,096 142,663 138,096 141,894
4 Segment liabilities
a) Hydraulics 8,916 8,800 7,801 8,916 7,801 8,771
b) Aerospace and Defence 7.794 7.147 6.014 7.794 6.014 7.044
c) Automotive and Aluminum castings (continuing operations) 13,783 14,290 18,189 13,783 18,189 19,600
d) Others 6,151 409 448 6,151 448 434
c) Unallocated 73,062 74,540 73,099 73,062 73,099 74,661
Segment liabilities from continuing operations 109,706 105,186 105,551 109,706 105,551 110,510
f) Automotive and Aluminum castings (discontinued operations)
(refer note 6)
761 4,401 ۰ 761
Segment liabilities (continuing and discontinued operations) 110,467 109,587 105,551 110,467 105,551 110,510

$\sim$

$\tilde{e}$

DYNAMATIC TECHNOLOGIES LIMITED DYNAMATIC PARK, PEENYA, BENGALURU-560 058, INDIA

Unaudited consolidated financial results for the quarter and nine months ended 31 December 2018

Notes:

  • I. The above statement of consolidated financial results ("the Statement") of Dynamatic Technologies Limited ("the Company") and its subsidiaries [collectively known as "the Group"], are prepared in accordance with applicable accounting standards i.e., lnd AS prescribed under Section 133 of the Companies Act, 2013 read with relevant rules thereunder and in terms of Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The consolidated figures above includes figures of the subsidiaries as mentioned in Appendix I to this notes.
    1. The Statement of the Group for the quarter and nine months ended 3 1 December 20 18 has been reviewed by the Audit Committee and thereafter approved by the Board of Directors in their meeting held on II February 2019. The figures for the quarter and nine months ended 3 1 December 2018 was subjected to "Limited Review" by the Statutory Auditors of the Company. The review report of the Statutory Auditors is be ing filed with the Bombay Stock Exchange ("BSE") and the National Stock Exchange ("NSE") and is also available on the Company's website at www.dynamatics.com.
    1. Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 15, the Management has decided to publish unaudited consolidated financial results in the newspapers. However, the unaudited standalone financial results of the Company will be made available on the Company's website at www.dynamatics.com and also on the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com).
    1. Based on the "Management approach" as defined in lnd AS I 08 Operating Segments, the Chief Operating Decision Maker evaluates the Group performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along with these business segments viz. Hydraulics, Aerospace and Defence, Automotive and Aluminum Castings and Others. The accounting principles used in the preparation of these fi nancial results are consistently applied to record revenue and expenditure in individual segments.
    1. Effective 1 April 20 18, the Group has adopted lnd AS 11 5 "Revenue from Contracts with Customers" using the cumulative effect method. The standard is applied retrospectively only to contracts that were not completed as at the date of I April 2018 and the comparative information is not restated in the unaudited consolidated financial results. The adoption of the standard did not have any materia l impact to the unaudited consolidated fi nancial results of the Group.

6. Discontinued operations

In the previous year 3 1 March 2018, the Board of Directors of the Company vide its meeting dated 28 February 20 18 had approved the divestment of "Automotive and Aluminum Castings" segment as appearing in the standalone financial results of the Company.

The Company had obtained the Shareholders' approval vide postal ballot dated 15 May 20 18 and has accordingly disclosed the Automotive and Aluminum Castings segment as "Asset he ld for sale". As the "asset held for sale" represents a segment in the standalone financial results of the Company and qua lifies to be a cash generating unit, the same has been disclosed as "Discontinued operations" in accordance with lnd AS 105.

Further, the board of directors of the Company vide its meeting dated 14 November 2018, after evaluation of various bids received from prospective buyers, approved the proposal received from M/s. Hi-Tech Arai Private Limited for sale of assets. Pursuant to this, on December 3 1, 2018, the Company entered into a business transfer agreement with Hi Tech Arai Private Limited to sell the business pertaining to automotive division (comprising Land, Building and Plant & Machinery) for a consideration of Rs 4,000 lacs which is in excess of underlying book value appearing in the standalone financia l results of the Company. The Company has, accordingly, recorded a provision for loss of Rs 188 lacs, which includes Rs 194 lacs paid to SIPCOT, Government ofTamil Nadu. In addition to this, Hi-Tech Arai Private Limited also agreed to acquire the stock of raw materials, work in progress and finished goods (excluding obsolete stock), relating to business at a mutual agreed consideration which was agreed to be Rs 3 18 lacs. Certain assets and liabi lities pertaining to automotive division which was earlier disclosed as discontinued operation and has been retained by the Company owing to change m strategy and has been reclassified as "others" segment.

Notes (continued)

Discontinued operations (continued)

Pursuant to the business transfer agreement, the Company has also transferred the employees of the "Automotive and Aluminum Castings" segment effective I January 20 19 and have also communicated to its customers and vendors related to "Automotive and Aluminum Castings" segment towards the transfer of business effective I January 20 19.

The Company has also received the No Objection Certificate (NOC) from the SIPCOT dated 4 January 20 19 and accordingly the segment asset appearing in the discontinued operation in the standalone financial results of the Company aggregating INR 3,9941acs has been subsequently transferred. The remaining segment assets appearing in discontinued operation primarily represents assets related to Windfarm for which Management continues to evaluate disposal strategy.

The details of standalone segment pertaining to the discontinued operations are as fo llows:

(Rs in lacs)

Quarter ended Nine months ended Year
ended
Particulars 31 December
2018
(Unaudited)
30 September
2018
(Unaudited)
31 December
2017
(Unaudited)
31 December
2018
(Unaudited)
31 December
2017
(Unaudited)
31 March
2018
(Audited)
Total Revenue (A) 2,3 18 1,938 2,134 6,230 6, 152 8,063
Total expenses (B) 2,508 1,870 2,406 6,440 7,296 9,715
Profit/ (loss) before
tax (C=A-8)
(190) 68 (272) (210) (1 ,144) (1,652)
Tax charge/( credit)
(D)
(I) 24 (83) (8) (344) (520)
Profit/ (loss) from
discontinued
operations (C-D)
(189) 44 (189) (202) (800) (1,132)

7. Additional information on standalone financial results:

(Rs in lacs)
Quarter ended Nine months ended Year ended
Particulars 31
December
2018
(Unaudited)
30
September
2018
(Unaudited)
31
December
2017
(Unaudited)
31
December
2018
(Unaudited)
31
December
2017
(Unaudited)
31
March
2018
(Audited)
a. Revenue from 15,2 10 14,658 12,9 14 43,855 34,638 48,832
continuing operations
b. Profit before tax from
continuing operations
1,249 1,546 769 4, 13 1 824 2,205
c. Profit afte r tax from
continuing operations
827 1,030 536 2,726 575 1,5 11
d. Profit/ (loss) before
tax from discontinued
operations
(190) 68 (272) (2 10) (I , 144) (1 ,652)
e. Profit/ (loss) after tax
from discontinued
operations
(189) 44 (189) (202) (800) (1,132)

for and on behalf of Board of Directors of Dynamatic Technologies Limited

~ ( ),, Udayant Malhoutra , CEO and Managing Director

Place: Bengaluru Date: I I February 2019

Notes (continued)

Appendix- l

Nature S.no Entity name
Subsidiaries 1 JKM Research Farm Limited
2 JKM Global Pte Ltd
3 Dynamatic Limited, UK
4
Yew Tree Investments Limited, UK
5 Dynamatic US LLC
6 JKM Erla Automotive Limited
7 JKM Automotive Limited
8 JKM Erla Holdings GmbH, Germany
9 Eisenwerk Erla GmbH, Germany
10 JKM Ferrotech Limited