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Dynemic Products Ltd.

BSE: 532707 Sector: Industrials
NSE: DYNPRO ISIN Code: INE256H01015
BSE 00:00 | 18 Jun 168.45 0.15
(0.09%)
OPEN

167.00

HIGH

169.90

LOW

166.10

NSE 00:00 | 18 Jun 166.75 -1.15
(-0.68%)
OPEN

166.05

HIGH

170.00

LOW

165.10

OPEN 167.00
PREVIOUS CLOSE 168.30
VOLUME 2764
52-Week high 235.90
52-Week low 101.25
P/E 10.90
Mkt Cap.(Rs cr) 191
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 167.00
CLOSE 168.30
VOLUME 2764
52-Week high 235.90
52-Week low 101.25
P/E 10.90
Mkt Cap.(Rs cr) 191
Buy Price 0.00
Buy Qty 0.00
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 27th Annual Report together with theaudited Statement of Accounts of the Company for the year ended March 31 2017.

FINANCIAL RESULTS

(Amount in Rs.)

PARTICULARS YEAR ENDED ON MARCH 31 2017 YEAR ENDED ON MARCH 31 2016
Sales And Other Operating Income 1483948250 1290662309
Other Income 2002351 234627
(a) Total Income : 1485950601 1290896936
(b) Total Expenditure : 1233024679 1123765756
(c) Gross Profit :
Before Interest Depreciation & Amortisation Charges : (c) = (a) - (b) 252925922 167131179
Less : Interest 15011622 20901517
Gross Profit after Interest but before Depreciation and Amortisation Charges 237914300 146229662
Less : Depreciation & Amortisation Charges 31708807 31408129
Operational Profit / Profit Before Tax 206205493 114821533
Less : Current Tax 71425000 39800000
Deferred Tax 399953 320636
(Excess)/Short provision for taxes for earlier years 0 (474206)
Profit After Tax 134380539 75175104
Add : Profit brought forward from previous year 376132986 326409853
Profit available for appropriation 510513525 401584957
Transfer to General Reserve 5000000 5000000
Proposed Dividend 16992674 16992674
Tax on Dividend 3459297 3459297
Balance Carried to Balance Sheet 485061554 376132986

DIVIDEND & RESERVES

Your Directors are pleased to recommend dividend of 15% i.e. Rs. 1.50 each on 11328449equity shares of Rs. 10/- each for your final approval. The total outflow on dividendwill be Rs. 16992674 and tax on dividend Rs. 3459297. Appx. 4% 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 andGunjala Gram Panchyat. 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 Dashrathbhai P. 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 4 (Four) times respectively on 28.05.2016 06.08.201625.10.2016 and 11.02.2017 in respect of which meetings proper notices were given and theproceedings 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 Internal 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 2017 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 preventing and detecting fraud andother irregularities;

• the Directors have prepared the accounts for the financial year ended 31stMarch 2017 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 website www.dynemic.com/financial_shareholding_pattern.php Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is 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 2017. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

AUDITORS :-

(A) STATUTORY AUDITORS:-

Pursuant to Section 139 of the Companies Act 2013 M/s Shah Rajesh & AssociatesChartered Accountants (Firm Registration No. 109767W) are holding office of the auditorsup to the conclusion of the 27th AGM. Your Directors have on the recommendation of theAudit Committee proposed M/s Asim Ravindra & Asscoiates Chartered AccountantsAhmedabad (Firm Reg. No. 118775W) as the Statutory Auditor(s) of the Company to holdoffice from the conclusion of the 27th Annual General Meeting until theconclusion of the 32nd AGM subject to ratification by members every year.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by 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 2017. 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 the recommendation of the Audit Committee appointed M/s S.A.& Associates Cost Accountants (Firm Registration number 000347) to audit the costaccounts of the Company for the Financial Year 2017-2018. As required under the Act theremuneration payable to the Cost Auditor is required to be placed before the Members in aGeneral Meeting for their 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 2016-17 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 Companies 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 Management 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.dynemic.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 Bhagwandas K. Patel Dixitbhai B. Patel
29th July 2017 Managing Director Director

DETAILS PERTAINING TO EMPLOYEES AS

REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 (i) The percentage increase in remuneration of each Director ChiefFinancial Officer and Company Secretary during the financial year 2016-17 ratio of theremuneration of each Director to the median remuneration of the employees of the companyfor the financial year 2016-17 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under :

Sr. No. Name of Director/KMP and Designation Remuneration of Director/KMP for FY 2016-17 % increase in Remuneration in the FY 2016-17 Ratio of remuneration of each Director / to median remuneration of employees
(Rs. in Lacs)
1 Bhagwandas K. Patel 24.51 0% 105.71
Managing Director (Excluding commission &
Leave Pay)
2 Dashrathbhai P. Patel 20.14 0% 80.47
Whole Time Director
3 Rameshbhai B. Patel 23.83 0% 98.41
Whole Time Director
4 Dixitbhai B. Patel 15.73 (Excluding Leave Pay) 0% 67.85
Whole Time Director
5 Varsha R. Mehta 6.31 0% 26.91
Company Secretary and Compliance Officer
6 Amisha R. Patel 5.12 0% 22.09
Chief Financial Officer

i) The median remuneration of employees of the Company during the financial year was0.23 lakh

ii) In the financial year there was no increase in the median remuneration ofemployees as no increment was given;

iii) There were 170 permanent employees on the rolls of Company as on March 31 2017;

iv) Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2016-17 was Nil.

v) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.

vi) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year – Not Applicable; and

vii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

viii) The disclosure require as per Rule 5(2) Section 197 is not applicable as therewere no employees drawing remuneration exceeding the limit.

ANNEXURE A - TO THE BOARDS’ REPORT

Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningsand Outgo as required under Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014

A. CONSERVATION OF ENERGY :

(i) Steps taken for conservation of energy

The Company has adopted several energy conservation measures besides what had beencarried out earlier. Periodical testing is being taken for each unit of power supply toverify that the energy consumed is minimized.

(ii) Steps taken by the Company for utilizing alternate sources of energy – N.A.

(iii) The Capital investment on energy conservation equipments - Nil

B. TECHNOLOGY ABSORPTION :

(i) Efforts towards technology absorption – Continuous endeavor to improve ProductQuality & Process Yield.

(ii) The benefits derived like product improvement cost reduction product developmentor import Substitution – The Company is able to market its value added products inDomestic as well as International Market

(iii) Information regarding imported technology (Imported during last three years) -Nil (iv) Expenditure incurred on Research and Development - Nil

C. FOREIGN EXCHANGE EARNING AND OUTGO :

Current Year Rs. Previous Year Rs.
Foreign Exchange earned 746312082 703360754
Foreign Exchange used 7118373 6589436

 

For and on Behalf of the Board of Directors
Ahmedabad Bhagwandas K. Patel Dixitbhai B. Patel
29th July 2017 Managing Director Director

FORM - A

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY :

1] Power and Fuel Consumption :

PARTICULARS 31/3/2017 31/3/2016
i] Electricity :
Purchase Units : Units 6444008 6266138
Total Amount : Rs. 46868331 47625588
Rate / Unit : Rs. 7.27 7.60
ii] Own (Diesel) Generator
Total Ltrs. Ltrs. 38281 29018
Total Amount Rs. 2336651 1521616
Rate / Ltrs. Rs. 61.04 52.44
iii] GAS :
Total SCM. SCM 2612651 2934670
Total Amount Rs. 71671629 90324213
Rate / SCM. Rs. 27.43 30.78
2] Consumption per unit of production :
PARTICULARS 31/3/2017 31/3/2016
1 Production : DyesChemicals & Food Colours Kgs. 11211967 8326991
2 Electricity Units 0.575 0.753
3 Diesel Ltrs. 0.003 0.003
4 Gas Scm. 0.233 0.352