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Dynamic Industries Ltd.

BSE: 524818 Sector: Industrials
NSE: N.A. ISIN Code: INE457C01010
BSE 15:41 | 30 Jan 67.40 2.65
(4.09%)
OPEN

67.80

HIGH

67.80

LOW

62.10

NSE 05:30 | 01 Jan Dynamic Industries Ltd
OPEN 67.80
PREVIOUS CLOSE 64.75
VOLUME 205
52-Week high 90.00
52-Week low 61.30
P/E 11.85
Mkt Cap.(Rs cr) 20
Buy Price 67.40
Buy Qty 49.00
Sell Price 0.00
Sell Qty 0.00
OPEN 67.80
CLOSE 64.75
VOLUME 205
52-Week high 90.00
52-Week low 61.30
P/E 11.85
Mkt Cap.(Rs cr) 20
Buy Price 67.40
Buy Qty 49.00
Sell Price 0.00
Sell Qty 0.00

Dynamic Industries Ltd. (DYNAMICINDUSTRI) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presentingtheir 33rd (Thirty-Three) AnnualReport on the business and operations of the Company and the Audited Accounts for theFinancial Year ended 31st March 2022

1.FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :

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Financial Results

 

 

Particulars

Year Ended 31-03-2022

Year Ended 31-03-2021

Total Revenue (Net of Excise Duty)

5454.44

3568.38

Profit before Depreciation and Tax

287.56

145.96

Depreciation

96.71

101.47

Profit / (Loss) before Tax

190.85

44.49

Less : Tax Expenses

49.55

5.28

Net Profit / (Loss) for the year

141.29

39.21

2.PERFORMANCE :

During the year under review the Company hasearned higher profit compared to the previous year. The situation of heavy pressure onmargin continued in the year. After the initial impact in the first quarter the Companyrecorded quarter-on-quarter progress in its financial performance. This is owing toimproved business outlook and visibility on key products across clients and markets. TotalRevenue stood at Rs 5454.44 Lakhs from Rs 3568.38 Lakhs i.e. increase of 52.85% in thetotal revenue of the Company as compared to previous year and due to increase in totalrevenue the Net Profit for the year under review increased from Rs 39.21 Lakhs to Rs141.29 Lakhs resulting in an increase of about 260.34% in Net Profit of the Company.Overall Performance of the Company has improved as compared to previous year. Further theCompany continues with its efforts to maintain growth even during the high level ofcompetition.

3.DIVIDEND :

Your directors are pleased to recommend thedividend @ 10% (Rs 1.00/- per equity share) on equity shares of Rs 10.00 each for the yearended 31st March 2022. The total dividend pay-out shall be Rs 30.28 Lacs.

4.SHARE CAPITAL :

At present the Company has only one class ofshares - equity shares with face value of Rs 10.00 each. The authorized share capital ofthe company is Rs 350.00 Lacs divided into 3500000 equity shares of Rs 10.00 each. Thepaid up share capital of the company is Rs 302.85 Lacs divided into 3028500 equityshares of Rs 10.00 each.

During the year under review the Company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity.

5.RESERVES :

The Board decided not to transfer any amountout of the profit for the year to general reserves.

6.DEPOSITS :

Your Company has not accepted any depositswithin the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptanceof Deposits) Rules 2014.

7.FUTURE OUTLOOK :

COVID-19 has impacted businesses globally andin India. The Company has continued its assessment of likely adverse impact of COVID-19 oneconomic environment and business & financial risks. The Company is in the business ofDyes and Chemicals and the Company expects the market for chemicals and dyes willcontribute to the Indian Chemical Industry's growth. Accordingly Company is takingeffective steps to improve operational efficiency. Further the company is going todemolish the old Plants and Machineries and install new Plants and Machineries with latesttechnologies to improve the quality of product and avoid any uncertainty at Companie'sUnit. With India's ever growing requirements of energy and capacity addition planned bythe Government through various initiatives demand remained in line with the previous yeartrend there exists substantial opportunity for future growth as the Company's productsare geared up for the requirements. The uncertainties associated with the pandemicCOVID-19 may have adverse impact on the demand and supply chain in the short-term inChemical & DYE segments and the Company is working to minimize the impact of suchaberrations to sustain the operations and identify new opportunities to grow Accordinglythe company is executing the strategies to mitigate the impact of slowdown of trade.

8.UNCLAIMED DIVIDEND :

As on 31st March 2022 dividendamounting to Rs 7.46 Lacs has not been claimed by shareholders of the Company.Shareholders are required to lodge their claims with the Registrar Link Intime India Pvt.Ltd. for unclaimed dividend. Pursuant to the provisions of Investor Education andProtection Fund (Uploading of Information regarding unpaid and unclaimed amounts lyingwith Companies) rules 2012 the Company has uploaded the details of unpaid and unclaimedamounts lying with the Company on 27th September 2021 (date of the last AnnualGeneral Meeting) on the website of the Company (www.dynaind.com) as also on the websiteof the Ministry of Corporate Affairs (www.mca.gov.in).

9.ENERGY TECHNOLOGY AND FOREIGN EXCHANGE :

In accordance with the provisions of Clause (m)of Sub Section (3) of Section 134 the Companies Act 2013 read with Companies (Accounts)Rules 2014 the relevant information pertaining to conservation of energy technologyabsorption foreign exchange earnings and outgo is given in ANNEXURE - I and forms part ofthis report.

10.MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :

There were no such material changes occurredsubsequent to the close of the financial year of the Company to which the balance sheetrelates and the date of the report which can affect the financial position of the Company.

11.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS :

No such Orders have been passed by theRegulators/Court or Tribunals which can impact the going concern status and Company'soperation in future.

12.DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

Company do not have any subsidiary/associatecompany.

13.PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY :

Details of Loans Guarantees and Investmentsif any covered under the provisions of Section 186 of the Act are given in the notes tothe Financial Statements.

14.MEETING OF BOARD OF DIRECTORS :

During the year under the review 7 (Seven)Board Meetings were held with gap not exceeding the period prescribed under CompaniesAct 2013 and Rules made thereunder. Details of Board and Board Committee Meetings heldduring the year are given in the Corporate Governance Report.

Board meeting dates are finalized inconsultation with all Directors and agenda papers backed up by comprehensive notes anddetailed background information are circulated well in advance before the date of themeeting thereby enabling the Board to take informed decisions. The intervening gap betweenthe Board Meetings was within the period prescribed under the Companies Act 2013.

15.ANNUAL RETURN :

Pursuant to Section 92(3) read with section134(3)(a) of the Companies Act 2013 copies of the Annual Returns of the Company preparedin accordance with Section 92(1) of the Companies Act 2013 read with Rule 11 of theCompanies (Management and Administration) Rules 2014 are placed on the website of theCompany and is accessible at the weblink: http://dynaind.com/investors_zone.html.

16.INSURANCE :

All the Properties of the Company areadequately insured.

17.RELATED PARTY TRANSACTIONS :

There were no materially significant relatedparty transactions entered between the Company Directors management or their relativesexcept for those disclosed in the financial statements.

All the contracts/arrangements/transactionsentered into by the Company with the related parties during the financial year 2021-22were in the ordinary course of business and on an arm's length basis as disclosed in thefinancial statements.

Accordingly particulars of contracts orarrangements with related parties referred to as disclosed in the financial statements inSection 188(1) in Form AOC-2 is attached herewith as AnNEXURE-II.

The Audit Committee has granted omnibusapproval for Related Party Transactions as per the provisions and restrictions containedin the SEBI (LODR) Regulation.

The company has formulated a policy on “Materialityof Related Party transactions and on dealing with Related Party Transactions'' and thesame is on the company's website at http://www.dynaind.com/investor_zone/Policies/Related%20Party%20Transaction%20Policy.pdf

The details of related party disclosure form apart of the notes to the financial statements provided in the annual report.

18.DIRECTORATE AND KEY MANAGERIAL PERSONNEL :

The Board of Directors of your company hasvarious executive and non-executive directors including Independent Directors who havewide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section152 of the Companies Act 2013 and Articles of Association of the Company Mr. ApurvaKamleshbhai Modi (DIN : 07046796)retires by rotation at the ensuing Annual General Meetingand being eligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had pursuant to the provisions ofRegulation 17 read with Regulation 25 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 entered into with Stock Exchange appointed Mr. JatinbhaiBiharilal Surti (DIN: 05195572) Mr. Pravinchandra Devidas Master (DIN: 05195587) &Mrs. Viraj Darshit Shah (DIN: 07220630) as an Independent Directors of the Company.

All Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015.

As required under Section 203 of the CompaniesAct 2013 the Company has Mr. Harin Dhanvantlal Mamlatdarna as Chairman and Whole-timeDirector Mr. Neeraj Shah as Managing Director Mr. Apurva Kamleshbhai Modi as WholetimeDirector Mr. Kalpesh Chandulal Patel as Chief Financial Officer.

Remuneration to Key Managerial PersonnelSenior Management and other employees will involve a balance between fixed and incentivepay reflecting short and long-term performance objectives of the employees in line withthe working of the Company and its goals.

Resignations and Appointment

Mr. Krunal A. Chauhan Company Secretary hastendered his resignation on 20th June 2021. Mr. Dipakkumar Choksi ManagingDirector (DIN: 00536345) of the Company has resigned from the directorship of the Companywith effect from July 15 2021. Mr. Dinesh Jasraj Jain Wholetime Director (DIN:00135889)of the Company has resigned from the directorship of the Company with effect fromJuly 15 2021. Mr. Apurva Modi and Mr. Neeraj Shah appointed as Additional Directorw.e.f. July 17 2021 and w.e.f July 272021 their designation was changed to WholetimeDirector and Managing Director respectively. Further Mr. Gauravkumar Pushkarrai Jani wasappointed as Whole Time Company Secretary in Board of Company with effect from 10thDecember 2021.

Reappointments

As per the provisions of the Companies Act2013 Mr. Apurva Kamleshbhai Modi who has been longest in the office retires by rotationat the ensuing AGM and being eligible and seeks reappointment. The Board recommends hisreappointment.

19.EVALUATION OF BOARD COMMITTEES AND DIRECTORS :

In compliance with the Companies Act 2013 andRegulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the performance evaluation of the Board was carried out during the year underreview. More details on the same are given in the Corporate Governance Report.

20.POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :

The Board has on the recommendation of theNomination & Remuneration Committee formulated criteria for determiningQualifications Positive Attributes and Independence of a Director and also a Policy forremuneration of Directors Key managerial Personnel and senior management.

21.MANAGERIAL REMUNERATION :

Details of remuneration paid / payable to theDirectors for Financial Year 2021-2022

[' in Lakhs

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Name

Salary and Perquisites F.Y. 2021-22

Commission

Shares issued under ESOP

Details of Service contracts; notice period and severance fees

Dipakkumar N. Choksi

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Nil

Nil

Special Resolution tenure from 1st October 2021 valid up to 30th September 2024; no Notice period and no severance fees.

Harin D. Mamlatdarna

39.97

Nil

Nil

 

Dinesh J. Jain

2.96

Nil

Nil

 

Neeraj Shah

22.06

Nil

Nil

 

Apurva Modi

2.27

Nil

Nil

 

The statement containing particulars ofemployees as required under Section 197 (12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Report as Annexure - III.

22.INDEPENDENT DIRECTORS? DECLARATION :

The Company has received the necessarydeclaration from each Independent Director in accordance with Section 149(7) of theCompanies Act 2013 that he/she met the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act 2013 and the Regulation 16(1)(B) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board of Directors confirms that in theiropinion the independent directors fulfill all the conditions specified in 149(6) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and are independent of the management.

The Company has also received a certificatefrom Mr. Chintan K. Patel a company secretary in practice that none of the directors onthe board of the company have been debarred or disqualified from being appointed orcontinuing as directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority.

Familiarization Programme for IndependentDirectors: The Company has an ongoing programme where Directors in the course of meetingsof the Board of Directors give information about developments and amendments in legal andregulatory areas which include mandatory disclosures and fair disclosures stated underSEBI (LODR) Regulations 2015 (herein referred to as “Listing Regulation”)Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them toeffectively discharge their roles rights and responsibilities in the Company.

The Company has uploaded the details of theabove on the website of the company i.e. www.dynaind.com.

23.COMMITTEES OF THE BOARD :

During the year in accordance with theCompanies Act 2013 the Board re-constituted some of its Committees.

There are currently four Committees of theBoard as follows:

1. Audit Committee

2. Corporate Social ResponsibilityCommittee

3. Nomination and RemunerationCommittee

4. Stakeholders' RelationshipCommittee

Details of all the Committees along with theircharters composition and meetings held during the year are provided in the “Reporton Corporate Governance” a part of this Annual Report.

24.AUDITORS :

A. Statutory Auditors

Under Section 139 of the Companies Act 2013and the Rules made thereunder it is mandatory to rotate the statutory auditors oncompletion of the maximum term permitted under the said section. The audit committee ofthe Company has proposed and on 14th March 2022 the Board of Directors of the Companyhas recommended the appointment of M/s. G. K. Choksi & Co Chartered Accountants (FirmRegn. No. 101895W) as the statutory auditors of the Company. Firm will hold office for aperiod of five consecutive years from the conclusion of the 33rd Annual General Meeting of the Companyscheduled to be held on 27th September 2022 till the conclusion of the 38 th Annual General Meeting to be held in theyear 2027 subject to the approval of the shareholders of the Company.

The Company has obtained a written confirmationunder section 139 of the Companies Act 2013 from M/s. G. K. Choksi & Co CharteredAccountants (Firm Regn. No. 101895W) that their appointment if made would be inconformity with the limits specified under the Act. It is proposed to appoint M/s. G. K.Choksi & Co Chartered Accountants (Firm Regn. No. 101895W)to audit the accounts ofthe Company for the financial year 2022-2023.

Further the Audit Report for the financialyear end 31st March 2022 is given by the current auditors of the Company i.e.M/s. Ashok K. Bhatt & Co. Chartered Accountants (Firm registration number 100657W).The Report given by the Auditors on the financial statements year ended 31stMarch 2022 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 reservationadverse remark or disclaimer given by the Auditors in their Report

B.Secretarial Auditors

Pursuant to the provisions of Section 204 ofthe Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed Mr. Chintan Patel Practicing Company SecretariesAhmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed herewith as Annexure IV. There is no qualification reservation or adverseremark in the report.

25.INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :

The Company has an Internal Control Systemcommensurate with size scale and complexity of its operations. The internal financialcontrols are adequate and are operating effectively to ensure orderly and efficientconduct of business operations. The Company has appointed M/s. VKJD & AssociatesChartered Accountant vide (FRN 128985W) as Internal Auditors of the Company. The AuditCommittee in consultation with the internal auditors formulates the scope functioningperiodicity and methodology for conducting the internal audit. The internal auditors carryout audit covering inter alia monitoring and evaluating the efficiency & adequacy ofinternal control systems in the Company its compliance with operating systems accountingprocedures and policies at all locations and submit their periodical internal auditreports to the Audit Committee. Based on the internal audit report and review by the Auditcommittee process owners undertake necessary actions in their respective areas. Theinternal auditors have expressed that the internal control system in the Company is robustand effective. The Board has also put in place requisite legal compliance framework toensure compliance of all the applicable laws and that such systems are adequate andoperating effectively.

26.RISK MANAGEMENT :

Company has implemented an integrated riskmanagement approach through which it reviews and assesses significant risks on a regularbasis to help ensure that there is a robust system of risk controls and mitigation inplace. Senior management periodically reviews this risk management framework to keepupdated and address emerging challenges. Major risks identified for the Company by themanagement are Currency fluctuation Compliances of various applicable Laws Regulatorychanges Manufacturing & Supply Litigation Technological Changes. The management ishowever of the view that none of the above risks may threaten the existence of theCompany as robust Risk mitigation mechanism is put in place to ensure that there is nil orminimum 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 CompaniesAct 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Company has constituted a Whistle Blower Policy/ Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct.

The detail of the Whistle Blower Policy isexplained in the Corporate Governance Report.

None of the Non-Executive Directors has anypecuniary relationship or transactions with the Company other than sitting fees payable tothem.

28.CORPORATE SOCIAL RESPONSIBILITY (CSR) :

Pursuant to the provisions of section 135 ofthe Act read with CSR Rules the Company ceases to be a company covered under sub-section(1) of section 135 of the Act and hence Company is not required to comply with theprovisions contained in sub-section (2) to (5) of the said section till such time itmeets the criteria specified in subsection (1) of section 135 of the Act.

29.PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

As per the requirement of The Sexual Harassmentof Women at Workplace (Prevention Prohibition & Redressal) Act 2013 (‘Act') andRules made thereunder your Company has assigned the responsibilities to Sexual HarassmentCommittee. During the year no complaint with allegations of sexual harassment was filedagainst the Company.

30.PREVENTION OF INSIDER TRADING :

The Company has adopted a Code of Conduct forPrevention of Insider Trading with a view to regulate trading in securities by theDirectors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Company has also adopted a Policy and Procedure for Inquiry in Caseof Leak of Unpublished Price Sensitive Information. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

31.DIRECTORS? RESPONSIBILITY STATEMENT :

In accordance with the provisions of clause (c)of sub-section (3) of Section 134 of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-

i. In the preparation of theannual accounts the applicable Indian Accounting Standards (Ind AS) had been followedalong with proper explanation relating to material departures;

ii. The directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year 3T March 2022 and of the profit and lossof the company for that period;

iii. The directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act 2013 and Rules made thereunder forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv. The directors had prepared theannual accounts on a going concern basis; and

v. The directors had laid downinternal financial controls to be followed by the company and that such internal financialcontrols are adequate and were operating effectively.

vi. The directors had devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

32.CORPORATE GOVERNANCE :

As required by the Regulation 27 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 entered into with theStock Exchanges a detailed report on Corporate Governance is given as a part of theAnnual Report. The Company is in full compliance with the requirements and disclosuresthat have to be made in this regard. The Auditors' Certificate of the compliance withCorporate Governance requirements by the Company is attached to the Report on CorporateGovernance. Report on Corporate Governance is given elsewhere in this Annual Reportherewith attached as ANNEXURE V.

The Company has also complied with all themandatory Secretarial Standards issued by The ICSI (Institute of Company Secretaries ofIndia).

33.CORPORATE GOVERNANCE CERTIFICATE :

The Compliance certificate from the auditorsregarding compliance of conditions of Corporate Governance as stipulated in Regulation 27of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 is appendedto the report on Corporate Governance. herewith attached as Annexure VI.

34.RELATED PARTY DISCLOSURE :

Related Party discloser as mentioned inSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isappended to the report of Director herewith attached as Annexure VII.

35.GENERAL SHAREHOLDER INFORMATION :

General Shareholder Information is given inReport on Corporate Governance forming part of the Annual Report.

36.ACKNOWLEDGEMENT :

Your Directors take this opportunity to expresstheir gratitude for the unstinted commitment dedication hard work and significantcontribution made by employees at all levels in ensuring sustained growth of the Company.Your Directors also sincerely thank all the stakeholders customers vendors bankersbusiness associates government other statutory bodies and look forward to theircontinued assistance co-operation and support.

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For and on behalf of the Board

 

-Sd/-

 

HARIN D. MAMLATDARNA

Place : Ahmedabad

Chairman and Whole Time Director

Date : 25th August 2022

DIN : 00536250

.