Your Directors have pleasure in presenting their 31st (Thirty-First) AnnualReport on the business and operations of the Company and the Audited Accounts for theFinancial Year ended 31st March 2020
1. FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :
[Rs. in Lakhs]
|Particulars ||Year Ended 31-03-2020 ||Year Ended 31-03-2019 |
|Total Revenue (Net of Excise Duty) ||5696.21 ||6618.47 |
|Profit before Depreciation and Tax ||253.05 ||673.72 |
|Depreciation ||102.38 ||108.17 |
|Profit / (Loss) before Tax ||150.67 ||565.55 |
|Less : Tax Expenses ||49.19 ||158.80 |
|Net Profit / (Loss) for the year ||101.48 ||406.75 |
During the year under review the Company has earned lower profit compared to theprevious year due to global level recession acute competition and economic slowdown. Thesituation of heavy pressure on margin continued in the year. Total Revenue stood at Rs.5696.21 Lacs from Rs. 6618.47 Lacs i.e. reduction of 13.93% in the total revenue of theCompany as compared to previous year and due to fall in total revenue the Net Profit forthe year under review decreased from Rs. 406.75 Lacs to Rs. 101.48 Lacs resulting indecrease of about 75.05% of Net Profit of the Company. But overall Performance of theCompany has declined as compared to the peers of the Company.
Further the Company continues with its efforts to maintain growth even during theeconomic downturn and face new challenges.
Your directors are pleased to recommend the dividend @ 15% (Rs. 1.50/- per equityshare) on equity shares of Rs. 10.00 each for the year ended 31st March 2020. The totaldividend pay-out shall be Rs. 45.43 Lacs.
4. SHARE CAPITAL:
At present the Company has only one class of shares - equity shares with face value ofRs. 10.00 each. The authorized share capital of the company is Rs. 350.00 Lacs dividedinto 35 00000 equity shares of Rs. 10.00 each. The paid up share capital of the companyis Rs. 302.85 Lacs divided into 30 28500 equity shares of Rs. 10.00 each.
During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
5. RESERVES :
The Board decided not to transfer any amount out of the profit for the year to generalreserves.
6. DEPOSITS :
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. FUTURE OUTLOOK :
The COVID-19 pandemic is a worldwide crisis and has meant that the economies will haveto operate alongside the disease now as the attention has started shifting from lockdownto safe reopening. The Company expects the market for chemicals and dyes will contributeto the Indian Chemical Industry's growth. Accordingly Company is taking effective steps toimprove operational efficiency. India's stable macroeconomic environment and strong growthoutlook stand out relative to other emerging markets. As the Indian growth story pans outalong with it is the growth of its robust chemicals industries. With India's ever growingrequirements of energy and capacity addition planned by the Government through variousInitiatives demand remained stable with the previous year trend there exists substantialopportunity for future growth as the Company's products are geared up for therequirements. However trade tensions & COVID-19 Pandemic among major economiesimpacted global growth prospects and has larger concerns on slowing down of world trade.The uncertainties associated with the pandemic COVID-19 may have adverse impact on thedemand and supply chain in the short-term in Chemical & DYE segments and the Companyis working to minimise the impact of such aberrations to sustain the operations andidentify new opportunities to grow. Accordingly the company is executing the strategies tomitigate the impact of slowdown of trade.
8. UNCLAIMED DIVIDEND :
As on 31st March 2020 dividend amounting to Rs. 6.47 Lacs has not been claimed byshareholders of the Company. Shareholders are required to lodge their claims with theRegistrar Link Intime India Pvt. Ltd. for unclaimed dividend. Pursuant to the provisionsof Investor Education and Protection Fund (Uploading of Information regarding unpaid andunclaimed amounts lying with Companies) rules 2012 the Company has uploaded the detailsof unpaid and unclaimed amounts lying with the Company on 31st July 2019 (date of thelast Annual General Meeting) on the website of the Company (www.dynaind.com ) as also onthe website of 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 theCompanies Act 2013 read with Companies (Accounts) Rules 2014 the relevant informationpertaining to conservation of energy technology absorption foreign exchange earnings andoutgo is given in ANNEXURE - I and forms part of this report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan 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 Tribunals which can impactthe going concern status and Company's operation in future.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :
Company do not have any subsidiary/associate company.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY :
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 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 held with gap notexceeding the period prescribed under Companies Act 2013 and Rules made thereunder.Details of Board and Board Committee Meetings held during the year are given in theCorporate Governance Report.
Board meeting dates are finalized in consultation with all Directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions. The intervening gap between the Board Meetings was within the period prescribedunder the Companies Act 2013.
15. EXTRACTS OF ANNUAL RETURN :
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
16. INSURANCE :
All the Properties of the Company are adequately insured.
17. RELATED PARTY TRANSACTIONS :
There were no materially significant related party transactions entered between theCompany Directors management or their relatives except for those disclosed in thefinancial statements.
All the contracts/arrangements/transactions entered into by the Company with therelated parties during the financial year 2019-20 were in the ordinary course of businessand on an armRs.s length basis as disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with related parties referred toas disclosed in the financial statements in Section 188(1) in Form AOC-2 is attachedherewith as ANNEXURE-III.
The Audit Committee has granted omnibus approval for Related Party Transactions as perthe provisions and restrictions contained in the SEBI (LODR) Regulation.
The company has formulated a policy on "Materiality of Related Party transactionsand on dealing with Related Party TransactionsRs.Rs. and the same is on the Company'swebsite athttp://www.dynaind.com/investor_zone/Policies/Related%20Party%20Transaction%20Policy.pdf
The details of related party disclosure form a part of the notes to the financialstatements provided in the annual report.
18. DIRECTORATE AND KEY MANAGERIAL PERSONNEL :
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. DINESH JASRAJ JAIN (DIN: 00135889) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.
The Company had pursuant to the provisions of Regulation 17 read with Regulation 25 ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 entered intowith Stock Exchange appointed Mr. Jatinbhai Biharilal 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 given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
As required under Section 203 of the Companies Act 2013 the Company has Mr. HarinDhanvantlal Mamlatdarna as Chairman and Whole-time Director Mr. Dipakkumar NavinchandraChoksi as Vice-Chairman and Managing Director Mr. Dinesh Jasraj Jain as Whole-timeDirector Mr. Urvish Panchal as Chief Financial Officer Mr. Krunal. A. Chauhan as CompanySecretary under Key Managerial Personnel of the Company.
Remuneration to Key Managerial Personnel Senior Management and other employees willinvolve a balance between fixed and incentive pay reflecting short and long-termperformance objectives of the employees in line with the working of the Company and itsgoals.
Mr. Ganesh Temkar Company Secretary has tendered his resignation on 02nd August 2019.
As per the provisions of the Companies Act 2013 Mr. Dinesh Jasraj Jain who has beenlongest in the office retires by rotation at the ensuing AGM and being eligible andseeks reappointment. The Board recommends his reappointment.
19. EVALUATION OF BOARD COMMITTEES AND DIRECTORS :
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance Report.
20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.
21. MANAGERIAL REMUNERATION
Details of remuneration paid / payable to the Directors for Financial Year 2019-2020
[Rs. in Lakhs]
|Name ||Salary and Perquisites F.Y. 2019-20 ||Commission ||Shares issued under ESOP ||Details of Service contracts; notice period and severance fees |
|Dipakkumar N. Choksi ||38.84 ||Nil ||Nil ||Special Resolution tenure from 1st October 2019 valid up to 30th September 2021; no Notice period and no severance fees. |
|Harin D. Mamlatdarna ||38.84 ||Nil ||Nil || |
|Dinesh J. Jain ||10.43 ||Nil ||Nil || |
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report as Annexure -IV.
22. INDEPENDENT DIRECTOR'S. DECLARATION :
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he/she met the criteria ofindependence as laid out in sub-section (6) of Section 149 of the Companies Act 2013 andthe Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Board of Directors confirms that in their opinion the independent directors fulfillall the conditions specified in 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and are independent of themanagement.
The Company has also received a certificate from Mr. Chintan K. Patel a companysecretary in practice that none of the directors on the board of the company have beendebarred or disqualified from being appointed or continuing as directors of companies bythe Board/Ministry of Corporate Affairs or any such statutory authority.
Familiarization Programme for Independent Directors: The Company has an ongoingprogramme where Directors in the course of meetings of the Board of Directors giveinformation about developments and amendments in legal and regulatory areas which includemandatory disclosures and fair disclosures stated under SEBI (LODR) Regulations 2015(herein referred to as "Listing Regulation") Prohibition & Insider TradingRegulations and SAST Regulations so as to enable them to effectively discharge theirroles rights and responsibilities in the Company.
The Company has uploaded the details of the above on the website of the company i.e.www.dynaind.com .
23. COMMITTEES OF THE BOARD :
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome 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. Stakeholder's. Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
24. AUDITORS :
A. Statutory Auditors
M/s. Ashok K. Bhatt & Co. Chartered Accountants (Firm registration number 100657W)were appointed as Statutory Auditors of your Company at the Annual General Meeting held on14th August 2017 for a term of five consecutive years.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from Ashok K. Bhatt & Co. Chartered Accountants Ahmedabad (FRN 100657W) thattheir appointment is in conformity with the limits specified under the Act.
The Report given by the Auditors on the financial statements year ended March 2020 ofthe Company is part of the Annual Report. The notes to the accounts referred to in theAuditor's. Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. ChintanPatel Practicing Company Secretaries Ahmedabad to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure 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 size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively to ensure orderly and efficient conduct of business operations. TheCompany has appointed M/s. VKJD & Associates Chartered Accountant vide (FRN 128985W)as Internal Auditors of the Company. The Audit Committee in consultation with the internalauditors formulates the scope functioning periodicity and methodology for conducting theinternal audit. The internal auditors carry out audit covering inter alia monitoring andevaluating the efficiency & adequacy of internal control systems in the Company itscompliance with operating systems accounting procedures and policies at all locations andsubmit their periodical internal audit reports to the Audit Committee. Based on theinternal 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 through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified for the Company by the management are Currency fluctuation Compliancesof various applicable Laws Regulatory changes Manufacturing & Supply LitigationTechnological Changes. The management is however of the view that none of the above risksmay threaten the existence of the Company as robust Risk mitigation mechanism is put inplace to ensure that there is nil or minimum impact on the Company in case any of theserisks materialize.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY :
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 the Company hasconstituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism forthe directors and employees to report genuine concerns in such manner as may be prescribedand to report to the management instances of unethical behavior actual or suspected fraudor violation of the Company's code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate GovernanceReport.
None of the Non-Executive Directors has any pecuniary relationship or transactions withthe 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 CSR Rules the Companyceases to be a company covered under sub-section (1) of section 135 of the Act and henceCompany is not required to comply with the provisions contained in sub-section (2) to (5)of the said section till such time it meets the criteria specified in subsection (1) ofsection 135 of the Act.
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (Act.) and Rules made thereunder your Company hasassigned the responsibilities to Sexual Harassment Committee. During the year nocomplaint with allegations of sexual harassment was filed against the Company.
30. PREVENTION OF INSIDER TRADING :
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company has also adopted a Policyand Procedure for Inquiry in Case of Leak of Unpublished Price Sensitive Information. TheBoard is responsible for implementation of the Code. All Board Directors and thedesignated employees have confirmed compliance with the Code.
31. DIRECTOR'S. RESPONSIBILITY STATEMENT :
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013 and to the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable Indian AccountingStandards (Ind AS) had been followed along with proper explanation relating to materialdepartures;
ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year31stMarch 2020 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
32. CORPORATE GOVERNANCE :
As required by the Regulation 27 of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 entered into with the Stock Exchanges a detailed reporton Corporate Governance is given as a part of the Annual Report. The Company is in fullcompliance with the requirements and disclosures that have to be made in this regard. TheAuditor's. Certificate of the compliance with Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance. Report on Corporate Governanceis given elsewhere in this Annual Report herewith attached as ANNEXURE VI.
The Company has also complied with all the mandatory Secretarial Standards issued byThe ICSI (Institute of Company Secretaries of India).
33. CORPORATE GOVERNANCE CERTIFICATE :
The Compliance certificate from the auditors regarding compliance of conditions ofCorporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 is appended to the report on CorporateGovernance. herewith attached as Annexure VII.
34. RELATED PARTY DISCLOSURE :
Related Party discloser as mentioned in Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is appended to the report of Director herewithattached as Annexure VIII.
35. GENERAL SHAREHOLDER INFORMATION :
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
36. ACKNOWLEDGEMENT :
Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your Directors also sincerely thankall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.
COVID 19 : The COVID 19 pandemic is a worldwide crisis and has meant that the economieswill have to operate alongside the diseases now as the attention has started shiftingfrom lockdown to safe reopening. The Company strictly followed the guidelines issued bythe local state and central governments and beyond to protect the health and well-beingof its workforce and ensured minimum disruption to its customers.
The Company closed its manufacturing and its corporate office during Lock-down and nowCompany is taking all possible steps required to adjust to the new normal of working andgrowing. The demand is expected to remain uncertain in the foreseeable future. The Companycontributed in its own small way to Gujarat Chief Minister Relief Fund.
| ||For and on behalf of the Board |
| ||-Sd/- |
| ||HARIN D. MAMLATDARNA |
|Place : Ahmedabad ||Chairman and Whole Time Director |
|Date : 28th July 2020 ||DIN : 00536250 |