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Dynemic Products Ltd.

BSE: 532707 Sector: Industrials
NSE: DYNPRO ISIN Code: INE256H01015
BSE LIVE 19:49 | 19 Oct 142.55 4.25
(3.07%)
OPEN

141.50

HIGH

145.00

LOW

139.00

NSE 19:31 | 19 Oct 143.15 4.45
(3.21%)
OPEN

141.00

HIGH

146.90

LOW

139.25

OPEN 141.50
PREVIOUS CLOSE 138.30
VOLUME 18563
52-Week high 159.90
52-Week low 75.75
P/E 11.84
Mkt Cap.(Rs cr) 162
Buy Price 142.55
Buy Qty 7.00
Sell Price 0.00
Sell Qty 0.00
OPEN 141.50
CLOSE 138.30
VOLUME 18563
52-Week high 159.90
52-Week low 75.75
P/E 11.84
Mkt Cap.(Rs cr) 162
Buy Price 142.55
Buy Qty 7.00
Sell Price 0.00
Sell Qty 0.00

Dynemic Products Ltd. (DYNPRO) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 26th Annual Report together with theaudited Statement of Accounts of the Company for the year ended March 31 2016.

FINANCIAL RESULTS

(Amount in Rs.)

PARTICULARS YEAR ENDED ON MARCH 31 2016 YEAR ENDED ON MARCH 31 2015
Sales And Other Operating Income 1290662309 1283567373
Other Income 234627 2814734
(a) Total Income : 1290896936 1286382107
(b) Total Expenditure : 1123765756 1105501643
(c) Gross Profit :
Before Interest Depreciation & Amortisation Charges : (c) = (a) - (b) 167131179 180880464
Less : Interest 20901517 22465193
Gross Profit after Interest but before Depreciation and Amortisation Charges 146229662 158415271
Less : Depreciation & Amortisation Charges 31408129 30244548
Operational Profit / Profit Before Tax 114821533 128170723
Less : Current Tax 39800000 40110000
Deferred Tax 320636 (4768284)
(Excess)/Short provision for taxes for earlier years (474206) (590540)
Profit After Tax 75175103 93419547
Add : Profit brought forward from previous year 326409853 237990310
Profit available for appropriation 401584957 331409857
Transfer to General Reserve 5000000 5000000
Proposed Dividend 16992674 0
Tax on Dividend 3459297 0
Balance Carried to Balance Sheet 376132986 326409857

DIVIDEND & RESERVES

During the financial year 2015-16 your Company declared and paid an interim dividendof Rs. 1.50 per equity share of the face value of Rs. 10 in the month of March 2016. TheInterim Dividend entailed an out flow of appx. Rs. 1.70 crores (excluding DividendDistribution Tax). Your Directors have considered it financially prudent in the long-terminterest of the Company to reinvest the profits into the business of the Company. No finaldividend has therefore been recom mended for the year ended March 31 2016. The interimdividend paid is to be considered as final dividend. Approx 7% of the Net Profit Rs.5000000 has been transferred to General Reserves.

COMPANY’S OPERATIONS

Information on operational and financial performance etc. of the Company for thefinancial year is given in the Management Discussion and Analysis which is setout asAnnexure F to the Boards’ Report.

CREDIT RATING

Company has got its credit rating through CRISIL and CRISIL has assigned CRISILBBB/Stable on the long-term and short-term bank facilities.

ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information to be disclosed under Section 134 (3) (m) of the Companies Act 2013read with Companies (Accounts) Rules 2014 are set out in Annexure A to this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under "corporate social responsibility" (CSR) thecompany has contributed funds for the scheme Awareness and Eradication of Thalassemia andKanya Kelwani Project. The contributions in this regard has been made to the registeredtrust which is undertaking these scheme.

The Annual Report on CSR activities is annexed herewith as : Annexure B.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company isgiven in the notes to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to requirement of the Companies Act 2013 Shri Dixitbhai B. Patel shallretire at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The details of Directors seeking appointment/re-appointment at the ensuingAnnual General Meeting has been provided in the Notice of the Annual General Meetingforming part of the Annual Report.

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation. In accordance with Section 149(7) of the Act each independentdirector has given a written declaration to the Company confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Act and SEBIRegulations.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an evaluation of its own performance and the Directors individually.A process of evaluation was followed by the Board for its own performance and that of itsCommittees and individual Directors. A familiarization programme was conducted forIndependent Directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters and the said was updated on website ofthe Company.

Remuneration and Nomination Policy

Company’s Policy on Directors KMP and other employees as per Section 134(3) ofCompanies Act 2013 is given in Corporate Governance Section forming part of AnnualReport.

Meetings

The Board of Directors duly met 5 (Five) times respectively on 30.05.2015 08.08.201507.11.2015 06.02.2016 and 15.03.2016 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed.

INSURANCE

All movable and immovable properties as owned by the Company continued to be adequatelyinsured against risks.

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 and also has constituted Int ernal Complaints Committee (ICC). Allemployees (permanent contractual temporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

• No. of complaints received. - NIL

• No. of complaints disposed off – Not Applicable.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 it is herebyconfirmed that :

• in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards had been followed and that there are nomaterial departures;

• the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit / loss of the Company for the year under review;

• the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for pr eventing and detecting fraud andother irregularities;

• the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on a going concern basis;

• the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; • the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. The Company had also taken members’ approval at itsAnnual General Meeting held on 11th September 2014 for entering into thetransactions with Related Parties. The policy on Related Party Transactions as approved bythe Board is uploaded on the Company’s websitewww.dynemic.com/financial_shareholding_pattern.php Accordingly the disclosure of RelatedParty Transactions as required under Section 134(3)(h) of the Companies Act 2013 in FormAOC-2 is not applicable.

Material Changes:

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2016. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

AUDITORS :-

(A) STATUTORY AUDITORS:-

M/s. Shah Rajesh & Associates were appointed as Statutory Auditors of your Companyat the Annual General Meeting held on 11th September 2014 for a term of three consecutiveyears. As per the provisions of Section 139 of the Companies Act 2013 the appointment ofAuditors is required to be ratified by Members at every Annual General Meeting. The Reportgiven by the Auditors on the financial statements of the Company is part of the AnnualReport. There has been no qualification reservation adverse remark or disclaimer givenby the Auditors in their Report.

(B) SECRETARIAL AUDITOR:-

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. Ashok Pathak & Associates Company Secretary in practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure C" for the financial year ended on 31st March 2016. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

(C) COST AUDITOR:-

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the Cost Audit records maintained by the Companyare required to be audited by a qualified Cost Accountant. Your Directors have on therecommendation of the Audit Committee appointed M/s S.A. & Associates CostAccountants (Firm Registration number 000347) to audit the cost accounts of the Companyfor the Financial Year 2 016-2017. As required under the Act the remuneration payable tothe Cost Auditor is required to be placed before the Members in a General Meeting fortheir ratification.

A Resolution seeking appointment and remuneration payable to M/s S.A. & AssociatesCost Accountants is included in the Notice convening the Annual General Meeting.

EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Companies Act 2013 and the Rules framed thereunder the extract of the Annual Return in Form MGT 9 is annexed herewith as"Annexure D"

RISK MANAGEMENT POLICY:

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has framed RiskManagement Policy. The details of the policy are as updated on website of the company. Atpresent the company has not identified any element of risk which may threaten theexistence of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is appended to thisreport.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Company’s Auditors confirming compliance forms anintegral part of this Report as per SEBI Regulations.

PARTICULARS OF EMPLOYEES

There was no employee drawing salary in excess of limits described under Section 134 ofthe Companies Act 2013 read with Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company for the Financial Year 2015-16 areprepared in compliance with the applicable provisions of the Act Accounting Standards andRegulations as prescribed by Securities and Exchange Board of India (SEBI) under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the FinancialStatements of the Company the Consolidated Financial Statements along with all relevantdocuments and the Auditor’s Report thereon form part of this Annual Report. TheFinancial Statements as stated above are also available on the website www.dynemic.com ofthe Company.

SUBSIDIARY AND ASSOCIATE COMPANY

A report on the performance and financial position of subsidiary and associate companyas per Compan ies Act 2013 is provided in Annexure – E.

INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

The details in respect of internal financial control and their adequacy are included inthe Manageme nt and Discussion & Analysis which forms part of this report.

Vigil Mechanism and Whistle Blower Policy

The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behaviouractual or suspected fraud or violation of the Company’s code of conduct if any. Thedetails of the WHISTLE BLOWER POLICY are posted on the website of the Company. During theyear under review no employee was denied access to the Audit Committee. www.dyn emic.com/financial_shareholding_pattern.php

GENERAL

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENT

The Board wishes to express appreciation and place on record its gratitude for thefaith reposed in and co-operation extended to the Company by all customers vendorsinvestors bankers insurance companies consultants and advisors of the Company. YourDirectors place on record their appreciation of the dedicated and sincere servicesrendered by the employees of the company.

For and on Behalf of the Board of Directors

Ahmedabad
6th August 2016 Bhagwandas K. Patel Dixitbhai B. Patel
Managing Director Director