30 Apr 2017 | Livemint.com

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Dynamatic Technologies Ltd.

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Dynamatic Technologies Ltd. Accounting Policy

REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE FOR THE YEAR 2014-15

In accordance with clause 49 of the Listing Agreement with the Stock Exchanges in India and some of the best practices followed internationally on Corporate Governance, the report containing the details of governance systems and process at Dynamatic Technologies Limited is appended hereunder:

The Securities and Exchange Board of India (SEBI), with an objective to improve the standards of Corporate Governance in India, in line with the needs of dynamic market, issued/issues circular/s directing all stock exchanges to amend Clause 49 of the Listing Agreement from time to time with Corporate Governance norms that increase the responsibility of listed companies to bring in transparency and accountability, and report the same in the Annual Report for the benefit of the stakeholders. Corporate Governance involves the value systems of a Company including the moral, ethical and legal value frame work within which business decisions are taken.

The Company believes that a strong disclosure regime is a pivotal feature of market-based monitoring of corporate conduct and is central to the ability of shareholders to exercise their voting rights effectively and that Corporate Governance is vital in enhancing and retaining its stakeholders' trust. The guiding principles of Corporate Governance are becoming an integral part of the business. The Company's Board exercises its fiduciary responsibility in a broad sense in every facet of its operations. The Company's long standing commitment to the high standards of Corporate Governance and ethical business practices is a fundamental shared value of its Board of Directors, Management and Employees.

The Company's philosophy on Corporate Governance envisages enhancing overall Shareholder's value on a sustained basis by way of:

• Constitution of a highly independent Board of appropriate composition, size, varied experience (Board diversity) and commitment to discharge its responsibilities and duties.

• Ensuring timely disclosures, transparent accounting policies, and a strong, independent Board to help preserve Shareholders' trust while maximising long-term Shareholders' value and respecting minority rights.

• Best practices founded upon core values of transparency, professionalism, empowerment, equity and accountability.

• Fulfilling obligations to other stakeholders such as customers, suppliers, financiers, employees, Government and to society at large.

• Upholding, sustaining and nurturing core values in all facets of its operations through growth and innovation.

• Maximising national wealth and adhering to transparent actions in business.

This philosophy has helped the Company to transform itself into a higher plane of leadership.

The forward-looking approach of the Company has always helped it in achieving the desired results. This approach has transformed the Company's culture to one that is relentlessly focused on the speedy translation of technological discoveries into innovative products. The Company's commitment towards Corporate Governance started well before the law mandated such practices.

Corporate Governance monitoring and review process in the Company:

The Company continuously reviews its Corporate Governance policies and practices with the clear goal of not merely complying with statutory requirements in letter and spirit but also to constantly endeavour to implement the best international practices of corporate governance in the overall interest of all stakeholders.

Some of the initiatives taken by the Company towards strengthening its Corporate Governance system and practices during the year under review include:

The Company has implemented the compliances required under the provisions of the Companies Act, 2013 and the amended Listing Agreement.

Induction kit to Directors:

The Company has rolled out an induction document to help newly appointed Directors to understand the business, get familiarised with the top management, the fellow Board members, the qualities expected of a Director, person whom a Director could contact in case any clarifications or any update on business performance is required etc. Besides providing a comprehensive induction to the new Directors, the induction kit outlines the statutory powers, duties & obligations of Directors, forms to be filed by them periodically etc., and thus serves as a ready reference to Directors. The Company is in the process of developing an induction program for Directors.

Policy for appointment, continuation and cessation of Directors:

Policy for appointment, continuation and cessation of Directors which has been approved by the Board of Directors lays down the criteria for determining qualifications, positive attributes and other aspects as required under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

• Evaluation of the performance of Directors on Board:

The Nomination & Remuneration Committee of the Board has formulated criteria for evaluation of the performance of the Board, Committees, individual Directors and the Chairman of the Board.

• Remuneration policy:

The Company has formulated the Remuneration Policy and the same has been approved by the Board on recommendation of Nomination and Remuneration Committee of the Board. The policy has been posted on the website of the Company. (www.dynamatics.com)

• Code of Conduct on Prevention of Insider trading:

In accordance with SEBI (Prevention and Prohibition of Insider Trading) Code, 2015, the Company has formulated Code of Conduct on prevention of insider trading.

The Company is having an effective whistle blower policy enabling the stakeholders to freely communicate their concerns about illegal or unethical practices. The said policy has been posted on the website of the Company.  (www.dynamatics.com)

To ensure best governance, the Company has in place, Code of Business Conduct for employees, Code of Conduct for Prevention of Insider Trading, Key Accounting Policies, etc.

• Policy for prevention, prohibition and redressal of sexual harassment

The Company has in place a policy for prevention, prohibition and redressal of sexual harassment of women at the workplace. Internal Compliant Committees have also been constituted for various units of the Company to consider and redress complaints of sexual harassment.

• Corporate Social Responsibility:

Although it is not mandatory to constitute Corporate Social Responsibility Committee ('CSR Committee'), the Company on its own initiative has constituted the CSR Committee for overseeing and facilitating deliberation on the social and environmental consequences of each of the decisions made by the Board; effectively factoring the interests of all Shareholders, customers, employees, suppliers, business partners, local communities and other organisations in the Board's decision making; developing the CSR Policy and monitoring the same from time to time. The Company has formulated the CSR Policy under the guidance of Ernst & Young, international consultants taking into consideration the requirements of the stakeholders of the Company. The said policy has been approved by the Board and the same has been posted on the website of the Company (www.dynamatics.com)

Related Party Transactions Policy:

The Company has formulated Related Party Transactions Policy which has been approved by the Board on recommendation of Nomination and Remuneration Committee. The said Policy has been posted on the website of the Company (www.dynamatics.com

Policy on Subsidiary and Material Subsidiary of the Company:

As per the provisions of the Listing Agreement, the Company has formulated the Policy on subsidiary and material subsidiary of the Company, which has been posted on the website of the Company (www.dynamatics.com)

• These guidelines are constantly monitored and reviewed by the Board from time to time.

• The Board is kept abreast of all significant changes in the legislations which have a bearing on the Directors and / or the Board's operation in any manner from time to time.

• Mr. Vijayakumar, Company Secretary in practice had conducted the Corporate Governance Audit for the year under review. The Annual Audit Report on Corporate Governance was placed before the Board which is included in the Annual Report.

A. BOARD COMPOSITION

Size & Composition of the Board

The Company's policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board. As on March 31, 2015, the Board consisted of twelve (12) members of whom nine (9) are Non-Executive Directors comprising of one (1) Woman Director and three (3) Executive Directors out of which one (1) Executive Director is also a Promoter Director. There is no inter-se relationship between the Directors on the Board.

The Nomination & Remuneration Committee of the Board periodically reviews the Composition of the Board as to ensure that the Board is well balanced, i.e., there is adequate representation of experts from various realms on the Board at all times.

Responsibilities of the Chairman and Executive Directors

The Company presently has Mr. Vijai Kapur, Independent Director as the Chairman of the Board.

Mr. Hanuman Kumar Sharma, Mr. P. S. Ramesh and Mr. Udayant Malhoutra are the Executive Directors of the Company. Mr. Udayant Malhoutra, Executive Director is also a Promoter Director of the Company.

The Executive Directors of the subsidiary companies incorporated abroad are part of the Board as Non-Executive Directors of the Company. There is clear demarcation of responsibilities and authority among these officials.

The senior management makes periodic presentations to the Board on the Company performance and business growth of the business units.

INDEPENDENT DIRECTORS

An Independent Director is a person other than an officer or employee of the Company or its subsidiaries or any other individual having a material pecuniary relationship or transactions with the Company which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director within the meaning of Clause 49 of the Listing Agreement with stock exchanges. All the Independent Directors possess the requisite qualifications and are experienced in diversified fields.

Separate meetings of Independent Directors are held periodically without intervention of management / key managerial personnels / non-independent directors.

Board membership criteria

The criteria for membership of the Board is governed by the 'Policy for appointment, continuation, retirement and resignation of Directors' which is closely monitored by the Nomination & Remuneration Committee of the Board.

Selection of New Directors

The Board is responsible for the selection, screening and selecting new Directors through its 'Nomination & Remuneration Committee'. This Committee makes recommendations to the Board for the induction of any new Director.

Training of the Board members, the Company is in the process of introduce an induction plan to the Independent Directors & Non-Executive Directors. The Company facilitates continual education program to all its Directors. All support are provided to the Directors, if they wish to attend any educational program of their choice.

Term of Directors

Independents Directors term are governed by applicable provisions of the Companies Act, 2013, which in any case doesn't exceed 2 consecutive terms of 5 years each. Executive Directors are normally appointed for a maximum term not exceeding 5 years, liable to retire by rotation, but are eligible for re-appointment.

Non-Executive Directors are liable to retire by rotation in accordance with applicable provisions of the Companies Act, 2013, but shall be eligible for re-appointment.

Evaluation Mechanism

Formal evaluation of the Board is made based on the guidelines laid down by the Nomination & Remuneration Committee.

Board Compensation policy / Remuneration policy

On recommendation of Nomination and Remuneration Committee, the Board at its meeting held on March 23, 2015 approved remuneration policy applicable to the Directors, senior management including Key Managerial Personnel and other employees of the Company. The same has been enclosed as ANNEXURE-1 and also uploaded on the website of the Company. (www.dynamatics.com)

The Nomination & Remuneration Committee determines and recommends to the Board the compensation payable to the Directors and senior managerial personnel of the Company. The Nomination & Remuneration Committee reviews the performance of Executive Directors annually and approves the compensation within the limits set by the Shareholders at the Shareholders meetings.

Only sitting fees is paid to Non-Executive Directors for attending the Board / Committee Meetings and the amount paid is within the limits specified by the Central Government from time to time. However, w.e.f. February 14, 2015, Board has decided to pay sitting fees only to the Independent Directors, for every Board / Committee meeting attended by them as Director/ Member, whether in person or through audio-visual/video-conferencing within the limits specified by the Central Government from time to time.

Brief profile of all the Directors, including their expertise and experience is given below:

1. Mr. Vijai Kapur, Chairman

Mr. Vijai Kapur, aged 84, was formerly the Deputy Managing Director of the GKW Limited and the past President of AIEI (now called CII). He has been the Director of the Company since 1992 and possesses rich business and managerial experience.

As the Chairman of the Board, he is responsible for all Board matters of the Company.

He is the Chairman of the Audit & Risk Management Committee and also a member of Nomination & Remuneration Committee of the Board. He does not hold any shares in the Company. Presently, he is not a Director in any other company.

2. Air Chief Marshal S. Krishnaswamy (Retd.), Director

Air Chief Marshal S. Krishnaswamy (Retd.), aged 72, joined the Indian Air Force as an under graduate. He has also obtained a post graduate degree in Military Science. Air Chief Marshal S. Krishnaswamy (Retd.), has had a very distinguished career in the Indian Air Force (IAF) and has held several senior positions, culminating in his appointment as the Chief of Air Staff of the IAF from 2002 up to his retirement on December 31, 2004. He was the Chairman of the Chiefs' of Staff Committee till retirement.

During his service, he received various medals for his outstanding contribution including the Agni Award for Excellence in Self-Reliance from the Prime Minister for having made outstanding technical and operational contributions to the design, development and evaluation of indigenous combat aircraft, armament and Electronic Warfare system.

He has been a Director of the Company since 2005. He is the Chairman of the Nomination & Remuneration Committee and also the Shareholders' Committee of the Board. He is also a member of the Technology Development Committee and Audit & Risk Management Committee of the Board. He holds 69 equity shares in the Company. He is also a Director in Skan Consultancy Private Limited and Mahindra Telephonics Integrated Systems Limited.

3. Mr. Govind Mirchandani, Director

Mr. Govind Mirchandani, aged 64 years, is a graduate from the Indian Institute of Technology, Mumbai, and had his PGDM from the Indian Institute of Management, Kolkata.

His areas of specialisation are of Leadership, Building High Performance Organisations, Brands and Retail Management. Mr. Govind Mirchandani has had a very distinguished career, having held positions of seniority in various industries for over three decades. He has been the Executive Director & CEO of Reid and Taylor, Director of Brand House Retails Limited, CEO & Director, President of the Denim Division of Arvind Mills Limited, President & CEO of Personality Limited, General Manager in Shalimar Paints Limited and the Business Head, Interlinings division, Madura Coats Limited. He was also responsible for launching Arvind Denim in India in 1987, as well as several other international and domestic brands in India including Arrow, Lee, Wrangler, Excalibur, Newport, Reid & Taylor, Belmonte, Stephens Brothers, etc. He has won several IMAGES Awards and is also a recipient of the Indira Super Achiever Award, and the coveted Bharat Vikas Award for outstanding contribution to the field of management. He has been the past Chairman of YPO Bangalore Chapter and the National Vice President of Indo-American Chamber of Commerce.

Mr. Govind Mirchandani has been a Director of the Company since 2008. He is a member of Audit & Risk Management Committee, Nomination & Remuneration Committee and Shareholders' Committee of the Board. Mr. Govind Mirchandani is the Chairman of Corporate Social Responsibility Committee and Finance Committee of the Board. He does not hold any shares in the Company and he is a Director of the Company on the Board of JKM Erla Automotive Limited and JKM Ferrotech Limited.

4. Ms. Malavika Jayaram, Director

Ms. Malavika Jayaram, aged 44, is a lawyer and has completed her integrated BA-LLB degree in 1994 from the National Law School of India, Bangalore. She secured her Master of Laws (LLM) from North western University, Chicago, and specialised in the fields of Computer Law, Intellectual Property Rights, International Business transactions and EU Law. She is also qualified as a UK solicitor. Ms. Malavika Jayaram is a partner in Jayaram &Jayaram Associates since August 2006 and has experience in various fields of law including technology and e-commerce contracts, outsourcing transactions, intellectual property, joint ventures, mergers and acquisitions and general commercial contracts in the manufacturing, aerospace and other technology intensive sectors. She has worked in London, UK, with the international law firm, Allen and Overy, Vice President in Citigroup Technology Legal Team and also as a Senior Business Analyst within the Operations function of the Investment Bank.

Ms. Malavika Jayaram has been a Director of the Company since 2008. She is a member of Technology Development Committee, Corporate Social Responsibility Committee and Finance Committee of the Board. She does not hold any shares in the Company. As at March 31, 2015, she is also a Director in Cablex Systems India Private Limited.

5. Mr. Nalini Ranjan Mohanty, Director

Padmashree Nalini Ranjan Mohanty, aged 70 years is a topper in Mechanical Engineering from NIT, Rourkela. After serving in Ordnance Factories for about 6 years, he joined Hindustan Aeronautics Ltd in 1971. After working in various capacities, he steadily grew to become the Chairman of HAL in 2001. During his tenure, HAL could establish itself as one of the internationally recognised large Aviation industries.

Mr. Mohanty is a Fellow of Institute of Engineers (India) and also a Fellow of Aeronautical Society of India. He was the President of Aeronautical Society.

In recognition of his contribution in the field of Aviation, he was conferred with many national and international awards. In the year 2003, he was selected as the Best Chief Executive of PSUs and received Prime Minister's Trophy. In 2004, he received the prestigious "Padmashree Award" from the President of India.

After his retirement from HAL, he served Textron, a Fortune 500 company of USA for 6 years as its Chairman & Managing Director (India). He has also served as Independent Director in quite a few Public and Private Sector industries. He has been a Director of the Company since, September 2013. He is a member of Finance Committee and Corporate Social Responsibility Committee of the Board. Mr. Mohanty is the Chairman of Technology Development Committee of the Board. In addition to being a Director on the Board of the Company, he is also a Director in Indian Metals and Ferro Alloys Ltd (IMFA), JKM Ferrotech Limited and JKM Erla Auotmotive Limited. He does not hold any shares in the Company.

6. Mr. Ramesh Venkataraman, Director

Mr. Ramesh Venkataraman, aged 49 years, has a B.Tech in electronics and communications engineering from the Indian Institute of Technology - Kharagpur (National Talent Scholar), an M.Phil. in International Relations from Oxford University (Inlaks Scholar), and an M.P.A. with distinction in Economics and Public Policy from Princeton University's Woodrow Wilson School of Public and International Affairs (Woodrow Wilson Fellow).

In 2005, Ramesh was chosen for the prestigious Young Achiever award by the Indo-American society. Mr. Ramesh Venkataraman, is presently a Senior Partner & Executive Director of Samena Capital and Co-Head of  Special Situations and Direct Investments. Previously, he was co-founder and Managing Partner of Avest, an Asian direct investments platform. Prior to that, Ramesh was a Managing Director with Bridgepoint Capital, the leading European mid-market buyout firm, where he was responsible for leading technology and digital media investing and developing Bridgepoint Asia. Bridgepoint investments that he was involved in included the €728 million buy-out in 2007 of the Education division of Wolters Kluwer (renamed Infinitas Learning); the 2010 MBI of Lumison, an UK IT services provider; and two follow-on joint ventures in India for Bridgepoint portfolio companies in e-learning and healthcare services.

Prior to joining Bridgepoint, Ramesh was a partner with McKinsey & Company's New York and then Mumbai Offices and lead the firm's High Tech and Telecom practice for Asia.

Mr. Ramesh Venkataraman is a Director of the Company since, November 8, 2013. He is a member of Finance Committee and Audit & Risk Management Committee of the Board. He is a Director on the Board of Mahindra Two Wheelers Ltd, Samena Capital Investments Advisors Ltd., Avest Investment Management and R.A.K. Ceramics India Private Limited. Mr. Ramesh does not hold any shares in the Company.

7. Mr. Raymond Keith Lawton, Director

Mr. Raymond Keith Lawton, aged 62, graduated in Higher National Diploma in both Mechanical and Production engineering in 1973. He was awarded Management Fellowship in 1981.

During the year 2006-07, the Company acquired the Hydraulic Business unit of Sauer Danfoss Ltd., UK at Swindon. Mr. Lawton was the Chairman and Managing Director of Sauer Danfoss Ltd, Swindon since 2004. He started his career during 1969 as a Mechanical Engineering apprentice in Plessey Hydraulics Limited and became a Jr. Planning Engineer in 1973. He has held various positions in his career, which spans over three decades and progressed steadily to become the Plant manager of Sauer Danfoss in 2003. He became the Executive Chairman of Sauer Danfoss, Swindon in 2004. He is currently Managing Director of the Hydraulics division of the Dynamatic Limited, UK, wholly owned subsidiary of the Company.

He has been instrumental in transforming the facility in Swindon from a conventional manufacturing plant in to a modern high quality manufacturing company by introducing modern manufacturing methods and techniques. During his career in Sauer Danfoss he was responsible for the setting up and installation of two Greenfield manufacturing plants, both of which are running successfully.

Mr. Lawton is a member of the Corporate Social Responsibility Committee and Technology Development Committee of the Board. He does not hold any shares in the Company. Presently, he is the Managing Director of Hydraulics division of Dynamatic Limited, UK and Director of Yew Tree Investments Limited, UK

8. Mr. Dietmar Hahn, Director

Mr. Dietmar Hahn, aged 56 years, a Foundry Engineer from the University of Freiberg, has over two decades of rich experience in sales, operations and engineering and has held various positions ranging from Team leader to the present Managing Director of Eisenwerk Erla GmbH, Germany. Subsequent to Dynamatic's acquisition of Eisenwerk Erla GmbH, he has been part of the Dynamatic Leadership Team since 2011.

Apart from being the Managing Director in Eisenwerk Erla GmbH, Mr. Dietmar Hahn is also a Director on the Board of the Company since November 8, 2012 and Director of JKM Erla Holding GmbH, Germany. Mr. Dietmar Hahn is a member of the Technology Development Committee of the Board. He does not hold any shares in the Company.

9. Mr. James David Tucker, Director

Mr. James Tucker, aged 44 years, was formerly the General Manager of Oldland CNC, he has rich technical and operational experience in Aeronautical manufacturing as well as excellent customer liaison skills, having managed global aerospace majors like Boeing, Airbus, GKN Aerospace, Agusta Westland, etc.

Mr. James Tucker is a Director in Oldland Aerospace Limited, UK and also a member of the Technology Development Committee of the Board of Dynamatic Technologies Limited. He does not hold any shares in the Company.

10. Mr. P. S. Ramesh, Executive Director and Chief Operating Officer - Hydraulics, India

Mr. P.S. Ramesh, aged 57 years, a graduate in Mechanical Engineering from UVCE, Bangalore University and M. Tech. in Aircraft Production Engineering from IIT Madras, started his career in Hindustan Aeronautics Limited as a Management Trainee in 1982 and in 1994 moved on to SME Aerospace- a leading aerospace company in Kaulalampur, Malaysia. He was heading Quality Assurance & Planning group and was Instrumental in achieving Supplier Excellence Programme (SEP) from B.Ae. & achieving 'bronze status' for that company.

Mr. Ramesh joined the Company in the year 1999 as Head of Quality and spearheaded the campaign for documenting procedures/ control plans and implementing ISO 9001 certification. Mr. Ramesh has been serving the Company for the past 16 years and has progressively grown to be the Chief Operating Officer of Dynamatic Hydraulics, India.

He is on the Board of Company as Executive Director and Chief Operating Officer - Hydraulics, India with effect from November 14, 2014. Mr. Ramesh is a member of Finance Committee and Technology Development Committee of the Board. Mr. Ramesh is also on the Board of Harasfera Design Private Limited as a Director of the Company. He does not hold any shares in the Company.

11. Mr. Hanuman Kumar Sharma, Executive Director and Chief Financial Officer

Mr. Hanuman Kumar Sharma aged 42 years, is a member of "The Institute of Chartered Accountants of India", "The Institute of Company Secretaries of India" and "The Institute of Cost Accountants of India". He also holds an Executive Master of Business Administration Degree from the Symbiosis Institute of Business Management, Pune.

Mr. Hanuman Kumar Sharma joined the organisation in 2012 as Chief Financial Officer. He has 18 years of experience in the Automotive and Engineering Industries, having served as the CFO of Kamaz Vectra Motors and the CFO and Company Secretary of the German MNC, Hoerbiger India Pvt. Ltd. Hanuman Sharma's career also includes a four years stint with the Corporate Finance Division of Tata Motors Limited.

He is on the Board of Company as Executive Director and Chief Financial Officer with effect from November 14, 2014 and he is also on the Board of Eisenwerk Erla Holding GmbH, Germany and JKM Global Pte. Limited, Singapore . Mr. Hanuman Sharma is a member of Finance Committee, Corporate Social Responsible Committee and Shareholders Committee of the Board. He does not hold any shares in the Company.

12. Mr. Udayant Malhoutra, CEO & Managing Director

Mr. Udayant Malhoutra, aged 49, is an Industrialist and the Promoter of the Company. He joined the Company in 1986 and was inducted as an Executive Director into the Board of Directors in 1989. He is currently designated as the CEO & Managing Director of the Company.

Mr. Udayant Malhoutra was formerly a Member of the Board of Governors, IIT Kanpur (1997-2001), Co-Chairman, Task Force on DRDO - Industry Partnership along with Dr.

K. Santhanam, Ministry of Defence, Government of India (1998-99), Member, Working Group for formulation of 10th five year plan (2001) and Chairman, Sub-Group on Minerals, Metals, Materials & Manufacturing sector for formulation of 10th five year plan, Council of Scientific Industrial Research (CSIR) / Department of Scientific Industrial Research (DSIR), Government of India, (2001). He has also served as Chairman of the CII National Committee on Technology (2002-2003) as well as the President of the Fluid Power Society of India (2004-08).

Mr. Udayant Malhoutra has been a member of the Young Presidents' Organization & World Presidents' Organization (YPO-WPO) since 1995, having served as a member of the International Board of Directors from 2006-2009. At present, he is a Member of the CII National Council, and the Chairman of the CII National Committee on Design. He also serves as Chairman of the National Strategic Manufacturing Sector Skill Council.

Mr. Udayant Malhoutra, as CEO & Managing Director, is responsible for the overall Corporate Strategy, Brand Equity, Maintenance of Key Relationships, Technology Management and achieving the Annual Business Plan of the Company and its Subsidiaries. He is also responsible for leading the Leadership Team in transforming the Company into a World Class Design and Manufacturing Organisation.

Mr. Udayant Malhoutra is a member of Technical Development Committee, Shareholders Committee and Finance Committee of the Board. He holds 7,72,679 equity shares in the Company. He is a director in the following companies:

1. Greenearth Biotechnologies Limited

2. Centrust Financial Limited

3. JKM Research Farm Limited

4. Udayant Malhoutra & Company Private Limited

5. Airoplast Private Limited

6. Comfit Sanitary Napkins India Private Limited

7. Conbar India Private Limited

8. Primella Sanitary Products Private Limited

9. Wavell Investments Private Limited

10. Christine Hoden (I) Private Limited

11. JKM Holdings Private Limited

12. JKM Offshore (I) Private Limited

13. Vita Private Limited

14. JKM Erla Automotive Limited

15. Raghvir Agro Enterprises Private Limited

16. JKM Global Pte Limited, Singapore

17. Dynamatic Limited, UK

18. Yew Tree Investments Limited, UK

19. Eisenwerk Erla, GmbH

20. San Engineering and Locomotive Company Limited

B. BOARD MEETINGS AND ATTENDANCE AT BOARD MEETINGS

Scheduling and selection of Agenda for Board / Committee meetings

• The Company holds a minimum of four Board meetings each year, which are pre-scheduled at the end of each quarter. Notice of the meeting is sent to the Directors with an advance notice of at least 7 days. Apart from the four pre-scheduled Board meetings, additional Board meetings may be convened at any time in case of exigencies. Where circumstances so require, the Board may approve resolutions by circulation as permitted by law.

• All divisions / departments of the Company are expected to plan their requirements well in advance, particularly with regard to matters requiring discussion / approval / decision at Board / Committee meetings. All such matters are communicated to the Company Secretary well in advance so that the appropriate background notes are circulated to the Board members for meaningful discussion. Audio-visual/ video-conferencing also used to enable outstation Directors to participate effectively in the meetings.

During the year 2014-15, 7 (seven) Board meetings were held. The dates on which the Board Meetings were held are as follows:

• May 28, 2014

• July 31, 2014

• August 14, 2014

• September 8, 2014

• November 14, 2014

• February 14, 2015

• March 23, 2015

The aforesaid Board meetings were held during the year 2014-15 and not more than one hundred and twenty days has intervened between two consecutive meetings of the Board.

The Board has unencumbered access to any relevant information of the Company. At Board Meetings, employees / persons who can provide further insights to the items being discussed are invited. The Company has ensured that all key events concerning the governance of the Company's affairs are brought before the Board well in advance. The Company also places before the Board all those details as required under Annexure X to the Listing Agreement.

The information regularly supplied to the Board includes annual operation plans and budgets, capital budgets and updates, quarterly results of the operating divisions or business segments, minutes of the meetings of the Board and Committees, general notice of interest, recommending dividend keeping in view the Company's profitability and the requirement of funds for the future growth of the Company, determining Directors who need to retire by rotation and recommending fresh appointments of Directors / Auditors, authentication of annual accounts and approving Directors' Report, materially important litigations, show cause, demand, prosecution and penalty

notices, fatal or serious accidents, material effluent or pollution problems, issues involving public or product liability claims, details of joint ventures, acquisition of companies or collaborations agreements, intellectual property related matters, human resource development, investments, subsidiaries, foreign exchange exposure, company's risk management policies, non-compliance of regulatory, statutory or listing requirements, Shareholder services and long term strategic plans of the Company and principal issues that the Company expects to face in the future. The Board also notes and reviews the functioning of its Committees regularly.

The Company Secretary, in consultation with the CEO & Managing Director finalises the agenda papers for the Board / Committee meetings.

• The Executive Directors of the Company attend the respective Committee meetings as members / invitees.

• The functional heads attend the Board / Committee meetings as and when required.

• The Company Secretary acts as the Secretary to all the Committees constituted by the Board.

Recording Minutes of the Proceedings of Board / Committee meetings

The Company Secretary records the minutes of the proceedings of Board and Committee meetings. Minutes are finalised after the draft is circulated to the Chairman and other members of the Board / Committee for their comments. The minutes of the proceedings of the meetings are entered in the minutes book within 30 (thirty) days of the conclusion of the meeting.

Post Meeting follow-up mechanism

The Company has an effective follow-up mechanism to ensure that decisions taken by the Board / Committee are implemented in a time bound manner, both in letter and in spirit. Action taken reports are placed at every Board/ Committee meeting which explains the action taken on every past decision of the Board / Committee. This mechanism ensures that Board decisions are subject to effective post meeting follow-up and monitoring.

Compliance with Laws

The Company Secretary is the Compliance Officer of the Company and acts as an effective link between the Board and Senior Management. The functional heads certify to Board about their compliance with legislations that concern them and these affirmations are noted and taken on record by the Board.

C. BOARD COMMITTEES

Currently, the Board has seven (7) Committees:

1. Audit and Risk Management Committee

2. Nomination and Remuneration Committee

3. Shareholders Committee

4. Technology Development Committee

5. Finance Committee

6. Corporate Social Responsibility Committee

7. Independent Directors' Committee

Procedure at Committee Meetings

The Company's guidelines relating to Board meetings are applicable to Committee meetings as far, as may be practicable. Minutes of the proceedings of the Committee meetings are placed before the Board for perusal and records. The quorum for the meetings is either two members or one third of the members of the Committee, whichever is higher.

1. AUDIT AND RISK MANAGEMENT COMMITTEE

The Board, at its Meeting held on July 21, 2001, constituted the Audit Committee with the powers and scope as mentioned in para II(C) and (D) of Clause 49 of the Listing Agreement. The Board reviews the scope of the Committee and its terms of reference from time to time. The Board at its meeting held on August 14, 2014 decided to rename Audit Committee as Audit and Risk Management Committee. The powers of the said committee have been elaborated to include evaluation of adequacy of Risk Management System.

The Audit and Risk Management Committee has met four times in the FY 2014-15 and not more than four months had elapsed between two meetings.

Objective

The Audit and Risk Management Committee assists the Board in its responsibility:

• To oversee the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliances with the legal and regulatory requirements.

• To oversee the audits of the Company's financial statements, appointment, independence and performance of Internal Auditors and the Company's risk management policy.

Composition

The Audit and Risk Management Committee of the Board comprises the following 4 (four) Non-Executive Directors  and Independent Directors as on March 31, 2015:

Mr. Vijai Kapur, Chairman

• Air Chief Marshal S. Krishnaswamy (Retd.)

• Mr. Govind Mirchandani

• Mr. Ramesh Venkataraman* (w.e.f. February 14,2015)

Air Chief Marshal S. Krishnaswamy (Retd.), an Independent Director, is the Alternate Chairman of the Audit and Risk Management Committee to Mr. Vijai Kapur. The Committee was reconstituted by addition of Mr. Ramesh Venkataraman, Independent Director at the Board Meeting held on February 14, 2015.

All the members of the Committee are Independent and financially literate. The members of the Committee have adequate expertise in finance, accounting and financial management. The composition of the Audit and Risk Management Committee meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 (III) of the Listing agreement.

Terms of reference (Duties, Responsibilities and Powers)

The terms of reference of the Audit and Risk Management Committee covers all matters specified in Clause 49 of the Listing Agreement and also those specified in section 177 of the Companies Act, 2013. The terms of reference of the Audit and Risk Management Committee include the following:

• To review and recommend appointment / re-appointment, remuneration and terms of appointment of auditors of the company and, if required, the replacement or removal of the auditors including chief internal auditor; (auditors includes statutory auditors, cost auditors, tax auditors and internal auditors).

• To review and monitor the auditor's independence and performance, effectiveness of audit process (audit includes statutory audit, cost audit, tax audit and internal audit).

• To discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To evaluate internal financial controls and risk management systems and review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and call for any comments of the auditors about internal control systems

• To review the observations of the auditors and review of financial statement before their submission to the Board and discuss any related issues with the internal and statutory auditors and the management of the Company.

• Significant adjustments made in the financial statements arising out of audit findings

• Compliance with listing and other legal requirements relating to financial statements

• To review with the management, the quarterly financial statements before submission to the Board for approval.

• To approve related party transaction and / or any subsequent modification of related party transactions. The term "related party transactions" shall have the same meaning as contained in the Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of India.

• To scrutinise inter-corporate loans and investments;

• To conduct valuation of undertakings or assets of the company, wherever it is necessary;

• To monitor and review the vigil mechanism established by the Company and ensure that the said mechanism safeguards victimisation of persons.

• To oversee of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

• To review the functioning of the Whistle Blower mechanism.

• To approve appointment of Chief Financial Officer (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

• To discuss with the management and analyze financial condition and results of operations;

• To review management letters, letters of internal control weaknesses issued by the statutory auditors and also the review the internal audit reports relating to internal control weaknesses;

• To carry out any other function as is mentioned under Section 177 of the Companies Act, 2013 and the Listing Agreement entered with stock exchanges

The Executive Directors of the Company / Subsidiary Company/ies, Internal Auditors, representatives of the Statutory Auditors and Chief Financial Officer attend as invitees and participate in the Committee meeting/s to review and discuss financial performance, disclosure practices, internal control systems, internal audit reports, feedback reports of management and financial policies of the Company so that the Committee is able to oversee the financial reporting process, make appropriate financial disclosures and implement the terms of reference as mandated by the Board and the terms of the Listing Agreement. The Statutory Auditors and Internal Auditor actively participate and recommend the required policies and changes from time to time.

Mr. Vijai Kapur, Chairman of the Audit committee was present at the Annual General Meeting held on August  14, 2014.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company had constituted a "Remuneration Committee" at its Board meeting held on July 7, 2002. Considering the need for developing leadership within the group and the significance of absorbing, retaining and training high quality manpower, the Remuneration Committee was renamed as the "HRD & Remuneration Committee" with effect from July 22, 2006. Further, the Committee was renamed as the "Leadership, HRD & Remuneration Committee" with effect from February 11, 2008. The powers to recommend the appointment of Directors were earlier vested with the Nomination Committee of the Board and the powers to decide on the appointment of senior management, remuneration aspects of the Directors / senior management and macro

HRD matters of the Company was vested with the Leadership HRD & Remuneration Committee.

With a view to meet the requirements of section 178 of the Companies Act, 2013, which requires appointment of all Directors (Independent, Executive and Non-Executive), appointment of senior management and remuneration to Directors / senior management be decided by one single committee known as the 'Nomination and Remuneration Committee', it was decided to merge the Nomination Committee and Leadership, HRD & Remuneration Committee into a single Committee called as 'Nomination and Remuneration Committee'. The combined unified Nomination and Remuneration Committee takes care of the functions of both Nomination Committee and Leadership, HRD & Remuneration Committee.

Terms of reference / Objectives

The objectives of the said Committee are:

• Identifying persons and recommending their appointment / removal to / from the Board;

• Carrying out evaluation of Directors' performance;

• Formulating a criteria for determining qualifications, positive attributes and independence of a Director;

• Recommending to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees;

• Identifying persons who may be appointed in Senior Management [unless, otherwise specified in the Companies Act, 2013 or any Rules thereunder, 'Senior Management' means employees of the Company in 2 (two) tiers below the Board];

• Laying down criteria for appointment of Directors, Senior Management and Key Managerial Personnel.

Composition

The Committee comprises 3 (three) Independent Directors:

Air Chief Marshal S. Krishnaswamy (Retd.), Chairman

• Mr. Vijai Kapur

• Mr. Govind Mirchandani

Mr. Vijai Kapur, an Independent Director, is the Alternate Chairman to Air Chief Marshal S. Krishnaswamy (Retd.).

In terms of the provisions of clause 49 of the Listing agreement read with the amended provisions of Section 178 of the Companies Act, 2013, all the members of the Nomination and Remuneration Committee are Independent Directors

Attendance at the Nomination and Remuneration Committee Meetings held during the year 2014-15

The Nomination and Remuneration Committee was constituted by the Board on November 8, 2013. During the year under review, the Committee had 5 (five) meetings during the FY 2014-15.  Nomination and Remuneration Committee meetings were held on:

• May 27, 2014

• August 13, 2014

• November 13, 2014

• February 13, 2015

• March 23, 2015

3. SHAREHOLDERS COMMITTEE / STAKEHOLDERS

RELATIONSHIP COMMITTEE

Objective

The primary object of this Committee is to review all issues relating to Shareholders including share transfers, redress Shareholders / investor grievances, issues relating to duplicate share certificates, transmission of shares and other related matters.

Composition

The Board level Shareholders Committee comprises 4 (four) Directors as on March 31, 2015:

Air Chief Marshal S. Krishnaswamy (Retd.), Chairman

• Mr. Udayant Malhoutra

• Mr. Govind Mirchandani

• Mr. Hanuman Kumar Sharma* (w.e.f. February 14,2015)

Attendance at the Committee Meetings held during the year 2014-15

The Committee Meetings were held on:

• May 27, 2014

• August 13, 2014

Compliance officer

Mr. Naveen Chandra, Company Secretary is the Compliance Officer responsible for complying with the requirements of SEBI Regulations and the Listing Agreement executed with the Stock Exchanges in India.

Investor grievance report for the year 2014-15

There were no outstanding complaints as on March 31, 2015. 25 requests (1465 Equity shares) for transfers and 5 requests (903 Equity shares) for transmissions, transposition and deletion of name and 58 requests (7714 Equity shares) for dematerialisation were received and approved by the Company. The Company has approved all requests which had fulfilled the legal requirements. In case of those requests where additional information/ clarifications were required, the Shareholders have been intimated about the requirements.

All requests / communications from Shareholders including request for annual reports, revalidation of dividend warrants, change of address, transfer of shares, etc. are received by Karvy Computershare Private Limited, Hyderabad, Registrars and Share Transfer Agents (RTA / Karvy) on behalf of the Company and all these requests from the Shareholders have been addressed to their satisfaction.

Every quarter, the Company reviews various communications received by the RTA. These communications and the replies furnished are made available to the Company through RTA's website <http://> karisma.karvy.com

A quarterly report of the same is submitted to the Committee for improving investor relations and services provided to investors. Karvy provides high quality of Shareholder servicing through their services and updated technological support, thereby ensuring that the Company provides its investors with the best possible services.

Suspense Account for the unclaimed shares

Pursuant to clause 5A of the Listing Agreement, the Company has sent reminders to Shareholders with regard to unclaimed shares out of the shares issued by the Company. Further in terms of the said provision, the Company has opened a demat suspense account with Karvy Computershare Private Limited for crediting unclaimed shares and any corporate benefits in terms of securities accruing on such shares, like, bonus shares, split etc. With respect to shares held in physical form, the same is in the process of dematerialisation and would be transferred to demat suspense account shortly.

Details of suspense account

As required under clause 5A (g) of the Listing Agreement, the details of shares in the suspense account is appended here below:

i. Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the beginning of the year; 123 Shareholders and 5392 shares.

ii. Number of Shareholders who approached issuer for transfer of shares from suspense account during the year: Nil.

iii. Number of Shareholders to whom shares were transferred from suspense account during the year:  Nil.

iv. Aggregate number of Shareholders and the outstanding shares in the suspense account lying at the end of the year; 134 Shareholders and number of shares were 6158

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Share Transfer Committee - A Sub Committee of Shareholders' Committee

A Share Transfer Committee has been constituted by the Board to ensure timely and efficient servicing of requests for share transfers and transmissions.

Composition

The Committee comprises the following members as on  March 31, 2015:

Mr. Udayant Malhoutra, Chairman

• Mr. Govind Mirchandani

• Mr. Naveen Chandra

The Committee has the responsibility of approving cases which comply with the required provisions of the applicable laws of India relating to share transfers, transmissions, transpositions, duplicate share certificates, exchange, consolidations, etc, on a fortnightly basis. The status on complaints and share transfers is reported to the Shareholders' Committee and subsequently to the Board.

Share transactions in electronic form can be effected in a much simpler and faster manner. After confirmation of sale / purchase transaction from the broker, Shareholders should approach the depositary participant with a request to debit or credit the account for the transaction. Shareholders are periodically requested to utilise the demat facility.

The Company has also entered into a corporate arrangement with Geojit BNP Paribas, who are experts in offering services for dematerialisation of shares. As per the arrangement, the Shareholders can open demat and trading accounts with Geojit BNP Paribas absolutely free of cost. The Annual Maintenance Charges have been waived off exclusively for the Shareholders of the Company for the first year. The transaction cost and brokerage are also very nominal.

4. TECHNOLOGY DEVELOPMENT COMMITTEE

(A VOLUNTARY INITIATIVE BY THE COMPANY)

The Technology Development Committee, which was constituted by the Board in 2003, provides direction on the Company's Research and Development strategy and on key issues pertaining to R&D technology. The Committee also reviews and updates the skills and competence required, the structure and the process needed to ensure that the R&D initiatives of today result in products necessary for the sustained and long term growth of the Company. The Committee is instrumental in augmenting the Intellectual properties of the Company. Resultant is the host of patents and trademarks for the Company's products and process in India and across the globe from time to time.

Objectives

• Develop products and technologies keeping in mind the customers and business strategy of the Company.

• Provide effective project support and assurance to production and its business.

• Provide best technical assistance available across the globe.

• Exploit synergies through cutting edge technologies.

• Deploy scientists, engineers to meet current and future business needs.

• Promote and develop Intellectual Property to processes and products.

• Work as a Design & Developmental partner with customers in future technologies across the units.

• Innovation on extreme efficiency, value, maximisation to serve the new market conditions and safety and reliability of assets, across the Company as a part of its DNA.

Composition

The Board level Technology Development Committee comprises 8 (Eight) Directors as on March 31, 2015:

The Committee comprises the following members:

Mr. N R Mohanty, Chairman

• Air Chief Marshal S. Krishnaswamy (Retd.)

• Mr. Raymond Keith Lawton

• Ms. Malavika Jayaram

• Mr. Dietmar Hahn

• Mr. James Tucker

• Mr. P. S. Ramesh

• Mr. Udayant Malhoutra

The Technical and Operations Heads attend the Committee meeting to present the improvements made with regard to new technical products and innovation, which deliver greater value to its existing and new customers.

5. FINANCE COMMITTEE

The Board, at its meeting held on February 5, 2013, constituted the Finance Committee. The said Committee has been constituted with the following powers:

• To approve availing loans, providing necessary security, giving guarantees.

• Approve investing funds of the Company

• To consider and approve purchase of securities of wholly owned subsidiary

• To authorise suitable Directors / personnel of the Company to do such acts and things as is necessary or incidental to give effect to the aforesaid  finance related activities of the Company such as registration of documents, affixing common seal of the Company and so on.

Composition

The Board level Technology Development Committee comprises 7 (Seven) Directors as on March 31, 2015:

Mr. Govind Mirchandani, Chairman

• Mr. N. R. Mohanty

• Mr. Ramesh Venkataraman

• Ms. Malavika Jayaram

• Mr. Hanuman Sharma* (w.e.f. February 14,2015)

• Mr. P. S. Ramesh* (w.e.f. February 14, 2015)

• Mr. Udayant Malhoutra

• Mr. Hanuman Sharma & Mr. P. S. Ramesh were appointed as member of Finance Committee with effect from February 14,  2015.

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition

The Board level Corporate Social Responsibility Committee comprises 6 (Six) Directors as on March 31,  2015:

Mr. Govind Mirchandani -Chairman

• Mr. N R Mohanty

• Ms. Malavika Jayaram

• Mr. Raymond Lawton

• Mr. Hanuman Sharma* (w.e.f. February 14,2015)

7. INDEPENDENT DIRECTORS COMMITTEE

The Independent Directors meet at least once in a year without the presence of key managerial personnels / senior management / Non-independent Directors to inter alia discuss on matters which interest them.

Mr. Vijai Kapur, Chairman of the Board who is also an Independent Director, Chairs the Committee meetings.

Composition

Mr. Vijai Kapur

• Air Chief Marshal S. Krishnaswamy (Retd.)

• Mr. Govind Mirchandani

• Mr. N R Mohanty

• Ms. Malavika Jayaram

• Mr. Ramesh Venkataraman

D. SUBSIDIARY COMPANIES

All the subsidiary companies of the Company are professionally driven by their respective Boards for management in the best interests of their stakeholders. The Executive Directors of the Subsidiaries may be nominated as Non-Executive Directors of the Company. Financial statements, in particular the investments / loans made by the unlisted subsidiary companies, are reviewed quarterly by the Audit Committee of the Board. All minutes of the meetings of subsidiary companies are placed before the Company's Board regularly.

A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies is placed before the Company's Board periodically.

General Shareholder Information

The Company was incorporated in Bangalore, in 1973, as Dynamatic Hydraulics Limited within the provisions of the Companies Act, 1956, the name Dynamatic Hydraulics Limited changed to Dynamatic Technologies Limited in 1992.

The address of registered office is Dynamatic Park, Peenya, Bangalore 560 058, Karnataka, India.

ANNUAL GENERAL MEETING FOR THE YEAR 2014-15

Date and time: Friday, August 14, 2015 at 10:00 am

Venue: Vivanta by Taj, #2275 Tumkur Road, Yeshwantpur, Bangalore 560 022, Karnataka, India

Financial calendar: Our tentative calendar for declaration of results for the financial year 2015-16 is given below:

Calendar for Reporting:

Quarter ended Release of results

June 30, 2015 : On or before August 14, 2015

September 30, 2015  : On or before November 14, 2015

December 31, 2015  : On or before February 14, 2016

March 31, 2016 : By end of April/May 2016

Date of book closure

Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Clause 16 of the Listing Agreements with Stock Exchanges, the Register of Members and Share Transfer Books of the Company will be closed from Saturday, August 8, 2015 to Friday, August 14, 2015 (both days inclusive).

Dividend payment date

The Board of Directors of the Company have not recommended any dividend for the financial year 2014-15

E-voting

Pursuant to provisions of section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to the Members to cast their votes electronically on all resolutions set forth in the Notice convening the 40th Annual General Meeting of the Company. Any Shareholder having any grievance on the e-voting can contact at the coordinates mentioned in the 'Investor Guide', towards the end of this report.

International Securities Identification Number (ISIN)

ISIN is the identification number for traded shares, which needs to be quoted in every transaction relating to the dematerialised shares of the Company. The ISIN for Company's equity shares is INE221B01012.

Corporate Identity Number (CIN)

The CIN, allotted by the Ministry of Corporate Affairs, Government of India, is L72200KA1973PLC002308.

Listing of shares

The equity shares of the Company are listed on both National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

PLANT LOCATION: Forms part of Annual Report.

Investor Contacts

For queries relating to financial statements / shares / dividends / complaints / Investor correspondence

Mr. Naveen Chandra P Head Legal, Compliance & Company Secretary Tel: +91-80-28394933 / 34 / 35 Extension: 248 Fax: +91-80-28395328 Email id: investor.relations@dynamatics.net

Registrar and Share Transfer Agents

Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32 Gachibowli Financial District, Nanakramguda, Hyderabad - 500 008 Tel: +91-40- 6716 1500 Email: shobha.anand@karvy.com

Depository for Equity shares

National Securities Depository Limited Trade World, A Wing, 4th Floor Kamala Mills Compound SenapathiBapat Marg, Lower Parel Mumbai 400 051 Tel: +91-22-24994200

Central Depository Services (India) Limited Phiroze Jeejeebhoy Towers 17th Floor, Dalal Street, Fort, Mumbai 400 001 Tel.: +91 22 2272 3333

Shareholders holding shares in demat/electronic form are requested to approach their Depository participants for effecting the following changes in your holdings in their records:

• Change of postal address

• Change of bank details for receiving dividends

• Incorporating of ECS for receiving dividends through money transfer

• Change in residential status

• Incorporation of PAN

• Incorporation of Nomination

• Transfer of shares or effecting transposition of names of share holders

• Members who desire to change their postal address, convert their shareholding to de-materialised form, may also contact the person mentioned in the 'Investor Contacts' above.

Further, for any corporate actions like payment of dividends, etc., the Company will take your shareholding details from your DP account through the data downloaded from the Depositories.

Addresses of Stock Exchanges

Bombay Stock Exchange Limited (BSE)   

Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001  BSE Code- 505242

National Stock Exchange of India Limited (NSE)  

"Exchange Plaza" Bandra - Kurla Complex, Bandra East Mumbai 400 051 NSE Code : DYNAMATECH

NOTE:

As usual, the Company will be providing transport facility between at 8.30 am and 9.00 am from Corporation Circle near Unity Building to the Annual General Meeting venue. After the meeting, Shareholders will be dropped back at their pick up point. Those who wish to avail this facility are requested to confirm the same at the following numbers: Tel: +91-80-28394933 / 34 / 35 (Extension: 254) (Contact: Mr. J. Devaraj, AGM - Secretarial) Email: investor.relations@dynamatics.net