- Expectations belied: investors jilted over Volkswagen-Ford marriage
- Explainer: What is an interim budget? What FM Jaitley can and cannot do
- IIP growth may be at 17-mth low, but these industrial stks likely to shine
- IIP growth may be at 17-mth low, but these industrial stks likely to shine
- Public sector banks gain; Punjab National Bank hits four-month high
Dynamic Industries Ltd.
|BSE: 524818||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE457C01010|
|BSE 13:07 | 16 Jan||98.05||
|NSE 05:30 | 01 Jan||Dynamic Industries Ltd|
|Mkt Cap.(Rs cr)||30|
|Mkt Cap.(Rs cr)||29.71|
Dynamic Industries Ltd. (DYNAMICINDS) - Director Report
Company director report
Your Directors have pleasure in presenting their 29 (Twenty Nineth)Annual Report on the business and operations of the
Company and the Audited Accounts for the Financial Year ended 31 March2018
1. FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
2. PERFORMANCE :
During the year under review the Company has earned higher profitcompared to the previous year. The margins have improved in this year. Total Revenue stoodat ` 5897.23 Lacs from ` 4642.05 Lacs i.e. increase of 27.04% in the total revenue ofthe Company as compared to previous year and due to increase in total revenue the NetProfit for the year under review increased from ` 176.74 Lacs to ` 300.26 resulting inincrease of about 69.89% of Net Profit of the Company. Overall Performance of the Companyhas improved as compared to previous year.
Further the Company continues with its efforts to maintain growth evenduring the economic downturn and face new challenges.
Your directors are pleased to recommend the dividend @ 15% (` 1.50/-per equity share) on equity shares of ` 10.00 each for the year ended 31st March 2018.The total dividend pay-out excluding dividend distribution tax shall be ` 45.43 Lacs.
4. SHARE CAPITAL:
At present the Company has only one class of shares equityshares with face value of ` 10.00 each. The authorized share capital of the company is `350.00 Lacs divided into 3500000 equity shares of ` 10.00 each. The paid up sharecapital of the company is ` 302.85 Lacs divided into 3028500 equity shares of ` 10.00each.
During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity.
The Board has transferred ` 1641.74 Lacs from Revaluation Reserve toGeneral Reserve Account in Balance Sheet as at 1st April 2016 to prepare Ind AS compliantfinancial statements.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
7. FUTURE OUTLOOK:
The Company expects the market for chemicals and dyes to growmoderately. Company is taking effective steps to improve operational efficiency tomaintain the earnings.
India's stable macroeconomic environment and strong growth outlookstand out relative to other emerging markets. With the adoption of Goods and Service Tax(GST) Indian Markets will witness new era of business. This will lead to more organizedand growth oriented economy.
With India's ever growing requirements of energy and capacity additionplanned by the Government through various initiatives though demand is subdued at themoment there exists substantial opportunity for future growth as the Company's productsare geared up for the requirements.
8. UNCLAIMED DIVIDEND:
As on 31st March 2018 dividend amounting to ` 3.75 Lacs has not beenclaimed by shareholders of the Company. Shareholders are required to lodge their claimswith the Registrar Link Intime India Pvt. Ltd. for unclaimed dividend. Pursuant to theprovisions of Investor Education and Protection Fund (Uploading of Information regardingunpaid and unclaimed amounts lying with Companies) rules 2012 the Company has uploadedthe details of unpaid and unclaimed amounts lying with the Company on 14th August 2017(date of the last Annual General Meeting) on the website of the Company (www.dynaind.com)as also on the website of the Ministry of Corporate Affairs (www.iepf.gov.in).
9. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
In accordance with the provisions of Clause (m) of Sub Section (3) ofSection 134 the Companies Act 2013 read with Companies (Accounts) Rules 2014 therelevant information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo is given in ANNEXURE - I and forms part of this report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY:
There were no such material changes occurred subsequent to the close ofthe financial year of the Company to which the balance sheet relates and the date of thereport which can affect the financial position of the Company.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunalswhich can impact the going concern status and Company's operation in future.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has a Wholly Owned Subsidiary Company Named Neo FarbePrivate Limited (CIN: U24100GJ2013PTC073930). Details relating to Subsidiary Company areprovided in AOC-1 given with Consolidated Financial Statements. The statement also providethe details of performance and financial positions of Subsidiary.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.
14. MEETING OF BOARD OF DIRECTORS:
During the year under the review 4 (Four) Board Meetings were heldwith gap not exceeding the period prescribed under Companies Act 2013 and Rules madethereunder. Details of Board and Board Committee Meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates are finalized in consultation with all Directorsand agenda papers backed up by comprehensive notes and detailed background information arecirculated well in advance before the date of the meeting thereby enabling the Board totake informed decisions. The intervening gap between the Board Meetings was within theperiod prescribed under the Companies Act 2013.
15. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith asANNEXURE-II.
All the Properties of the Company are adequately insured.
17. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions enteredbetween the Company Directors management or their relatives except for those disclosedin the financial statements.
All the contracts/arrangements/transactions entered into by the Companywith the related parties during the financial year 2017-18 were in the ordinary course ofbusiness and on an arm's length basis.
Accordingly particulars of contracts or arrangements with relatedparties referred to in Section 188(1) in Form AOC-2 is attached herewith as ANNEXURE-III.
The Audit Committee has granted omnibus approval for Related PartyTransactions as per the provisions and restrictions contained in the SEBI (LODR)Regulation.
The company has formulated a policy on "Materiality of RelatedParty transactions and on dealing with Related Party Transactions'' and the same is on thecompany's website at http://www.dynaind.com/investor_zone/Policies/Related%20Party%20Transaction%20Policy.pdf
The details of related party disclosure form a part of the notes to thefinancial statements provided in the annual report.
18. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive andnon-executive directors including Independent Directors who have wide and variedexperience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association of the Company Mr. Dipakkumar Navinchandra Choksi (DIN:00536345) retires by rotation at the ensuing Annual General Meeting and being eligible interms of Section 164 of the Act offers himself for re-appointment.
The Company had pursuant to the provisions of Regulation 17 read withRegulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015entered into with Stock Exchange appointed Mr. Jatinbhai Biharilal Surti (DIN: 05195572)Mr. Pravinchandra Devidas Master (DIN: 05195587) Mr. Raghavdas Hiralal Lakhmani (DIN:05304347) & Ms. Viraj Darshit Shah (DIN: 07220630) as an Independent Directors of theCompany.
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015.
As required under Section 203 of the Companies Act 2013 the Companyhas Mr. Dipakkumar Navinchandra Choksi as Chairman and Whole-time Director Mr. HarinDhanvantlal Mamlatdarna as Vice-Chairman and Managing Director Mr. Dinesh Jasraj Jain asWhole-time Director Mr. Punit Leelaram Chhattani as Chief Financial Officer and Mr.Ganesh Rajaram Temkar (w.e.f. 14th December 2017) as Company Secretary under KeyManagerial Personnel of the Company.
Remuneration to Key Managerial Personnel Senior Management and otheremployees will involve a balance between fixed and incentive pay reflecting short andlong-term performance objectives of the employees in line with the working of the Companyand its goals.
There is change in the constitution of Board of Directors Mr.Raghavdas Hiralal Lakhmani (DIN: 05304347) has tendered his resignation on 29th May 2018as Independent Director Due to personal reason.
Mr. Harsh Rameshbhai Hirpara Company Secretary has tendered hisresignation on 7th October 2017.
As per the provisions of the Companies Act 2013 Mr. Dipakkumar N.Choksi who has been longest in the office retires by rotation at the ensuing AGM andbeing eligible seeks reappointment. The Board recommends his reappointment.
As per the provisions of the Companies Act 2013 consent of membershereby accorded to re-appoint Mr. Jatinbhai Biharilal Surti and Mr. Pravinchandra DevidasMaster to the office of Independent Director for the second term of five consecutiveyears from 14th August 2018 to 13th August 2023.
19. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
In compliance with the Companies Act 2013 and Regulation 17(10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board was carried out during the year under review. More details on thesame are given in the Corporate Governance Report.
20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination &Remuneration Committee formulated criteria for determining Qualifications PositiveAttributes and Independence of a Director and also a Policy for remuneration of DirectorsKey managerial Personnel and senior management.
21. MANAGERIAL REMUNERATION
Details of remuneration paid / payable to the Directors for FinancialYear 2017-2018
[` in Lacs]
The statement containing particulars of employees as required underSection 197 (12) of the Companies Act 2013 read with Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport as Annexure - IV.
22. INDEPENDENT DIRECTORS' DECLARATION:
The Company has received the necessary declaration from eachIndependent Director in accordance with Section 149(7) of the Companies Act 2013 thathe/she met the criteria of independence as laid out in sub-section (6) of Section 149 ofthe Companies Act 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
23. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Boardre-constituted some of its Committees.
There are currently four Committees of the Board as follows:
1. Audit Committee
2. Corporate Social Responsibility Committee
3. Nomination and Remuneration Committee
4. Stakeholders' Relationship Committee
Details of all the Committees along with their charters compositionand meetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.
A. Statutory Auditors
M/s. Ashok K. Bhatt & Co. Chartered Accountants (Firm registrationnumber 100657W) were appointed as Statutory Auditors of your Company at the Annual GeneralMeeting held on 14th August 2017 for a term of five consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 ofthe Companies Act 2013 from Ashok K. Bhatt & Co. Chartered Accountants Ahmedabad(FRN 100657W) that their appointment if made would be in conformity with the limitsspecified under the Act.
It is proposed to ratify the appointment of Ashok K. Bhatt & Co.Chartered Accountants Ahmedabad (FRN 100657W) to audit the accounts of the Company forthe financial year 2018-2019.
The Report given by the Auditors on the financial statements year endedMarch 2018 of the Company is part of the Annual Report. The notes to the accounts referredto in the Auditors' Report are self-explanatory and therefore do not call for any furthercomments.
There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Chintan Patel Practicing Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure V
There is no qualification reservation or adverse remark in the report
25. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System commensurate with sizescale and complexity of its operations. The internal financial controls are adequate andare operating effectively to ensure orderly and efficient conduct of business operations.The Company has appointed M/s. VKJD & Associates Chartered Accountant vide (FRN128985W) as Internal Auditors of the Company. The Audit Committee in consultation with theinternal auditors formulates the scope functioning periodicity and methodology forconducting the internal audit. The internal auditors carry out audit covering inter aliamonitoring and evaluating the efficiency & adequacy of internal control systems in theCompany its compliance with operating systems accounting procedures and policies at alllocations and submit their periodical internal audit reports to the Audit Committee. Basedon the internal audit report and review by the Audit committee process owners undertakenecessary actions in their respective areas. The internal auditors have expressed that theinternal control system in the Company is robust and effective. The Board has also put inplace requisite legal compliance framework to ensure compliance of all the applicable lawsand that such systems are adequate and operating effectively.
26. RISK MANAGEMENT:
Company has implemented an integrated risk management approach throughwhich it reviews and assesses significant risks on a regular basis to help ensure thatthere is a robust system of risk controls and mitigation in place. Senior managementperiodically reviews this risk management framework to keep updated and address emergingchallenges. Major risks identified for the Company by the management are Currencyfluctuation Compliances of various applicable Laws Regulatory changes Manufacturing& Supply Litigation Technological Changes and new capital investments return. Themanagement is however of the view that none of the above risks may threaten the existenceof the Company as robust Risk mitigation mechanism is put in place to ensure that there isnil or minimum impact on the Company in case any of these risks materialize.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish avigil mechanism for the directors and employees to report genuine concerns in such manneras may be prescribed and to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct.
The detail of the Whistle Blower Policy is explained in the CorporateGovernance Report.
None of the Non-Executive Directors has any pecuniary relationship ortransactions with the Company other than sitting fees payable to them.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of section 135 of the Act read with CSRRules the Company ceases to be a company covered under sub-section (1) of section 135 ofthe Act for three consecutive financial years and hence Company is not required to complywith the provisions contained in sub-section (2) to (5) of the said section till suchtime it meets the criteria specified in sub-section (1) of section 135 of the Act.
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (Act') and Rules madethereunder your Company has assigned the responsibilities to Sexual Harassment Committee.During the year no complaint with allegations of sexual harassment was filed against theCompany.
30. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
31. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 and to the best of their knowledge and belief andaccording to the information and explanations obtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year 31stMarch 2018 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 and Rules made thereunder for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concernbasis; and
v. The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
vi. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
32. CORPORATE GOVERNANCE:
As required by the Regulation 27 of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 entered into with the Stock Exchanges adetailed report on Corporate Governance is given as a part of the Annual Report. TheCompany is in full compliance with the requirements and disclosures that have to be madein this regard. The Auditors' Certificate of the compliance with Corporate Governancerequirements by the Company is attached to the Report on Corporate Governance. Report onCorporate Governance is given elsewhere in this Annual Report herewith attached asANNEXURE VI.
33. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the auditors regarding compliance ofconditions of Corporate Governance as stipulated in Regulation 27 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 is appended to the report onCorporate Governance. herewith attached as Annexure VII.
34. RELATED PARTY DISCLOSURE:
Related Party discloser as mentioned in Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is appended to the report ofDirector herewith attached as Annexure VIII.
35. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on CorporateGovernance forming part of the Annual Report.
Your Directors take this opportunity to express their gratitude for theunstinted commitment dedication hard work and significant contribution made by employeesat all levels in ensuring sustained growth of the Company. Your Directors also sincerelythank all the stakeholders customers vendors bankers business associates governmentother statutory bodies and look forward to their continued assistance co-operation andsupport.
Place : Ahmedabad
Date : 30 May 2018