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Dynemic Products Ltd.

BSE: 532707 Sector: Industrials
NSE: DYNPRO ISIN Code: INE256H01015
BSE 00:00 | 16 Jan 122.60 0
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124.50

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124.50

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NSE 13:00 | 17 Jan 123.00 0
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123.90

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OPEN 124.50
PREVIOUS CLOSE 122.60
VOLUME 751
52-Week high 235.90
52-Week low 118.00
P/E 7.86
Mkt Cap.(Rs cr) 139
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 124.50
CLOSE 122.60
VOLUME 751
52-Week high 235.90
52-Week low 118.00
P/E 7.86
Mkt Cap.(Rs cr) 139
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 28th Annual Report together with theaudited Statement of Accounts of the Company for the year ended March 31 2018.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Standalone Consolidated
Year ended 31st March'18 Year ended 31st March'17 Year ended 31st March'18 Year ended 31st March'17
Revenue from Operations 16173 13477 16188 13546
Other Operating Income 526 417 528 419
Total Income from Operations (net) 16699 13894 16716 13965
Other Income 25 20 30 25
Total Income 16724 13914 16746 13990
Profit before Interest Depreciation & Amortization and Tax Expenses 3141 2527 3148 2536
Finance Cost 119 150 119 151
Depreciation & Amortization 332 317 332 317
Profit Before Tax 2690 2060 2697 2068
Provision for Current Tax 937 714 938 716
Provision for Deferred Tax 3 (3) 3 (3)
Total Tax 940 711 941 713
Profit after Tax 1750 1349 1756 1355
Other Comprehensive Income (8) 0.7 (8) 0.7
Total Comprehensive Income / (Expenses) 1742 1350 1748 1355

The Company has adopted Indian Accounting Standards (Ind AS) from 1st April 2017. Thefigures for the Year ended 31st March 2018 are also Ind AS compliant.

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. 3% 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. Thecontributions in this regard has been made to the registered trust which is undertakingthese 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 Rameshbhai B. Patel shallretire at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The details of Directors seek ing appointment/ re-appointment at theensuing Annual General Meeting has been provided in the Notice of the Annual GeneralMeeting forming part of the Annual Report.

Resignation

Mr. Dashrathbhai P. Patel (having DIN: 00008160) Whole Time Director resigned from thepost of Director wef 1st March 2018.

Mr. Ashishbhai R. Joshi (having DIN: 03373074) Independent Director resigned from thepost of Director wef 25th June 2018.

The Board of Directors place on record their deep appreciation of the valuable guidanceand immense contribution made by Mr. Dashrathbhai P. Patel and Mr. Ashishbhai R. Joshiduring their tenure as Director of the Company.

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 18.04.2017 26.05.201729.07.2017 13.11.2017 and 09.02.2018 in respect of which meetings proper notices weregiven and the proceedings were properly recorded an d 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 2018 the applicab le 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 2018 on a going co ncern 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 the transactionswith Related Parties. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website www.dynemic.com/shareholder-information.p hp

Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-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 2018. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

AUDITORS :-

(A) STATUTORY AUDITORS:-

M/s Asim Ravindra & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 25th September 2017 for aterm of five consecutive years. As per the Companies Amendment Bill now ratification bymembers at AGM for Auditors is omitted.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Re port. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Repo rt.

(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 2018. The SecretarialAudit Report does no t contain any qualification reservation or adverse remark.

(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 Co st Accountant.

Your Directors have on the recommendation of the Audit Committee appointed M/s AnujAggarwal & Co. Cost Accountants (Firm Registration number 102409) to audit the costaccounts of the Company for the Financial Year 2018-2019. 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 ratification of remuneration payable to M/s Anuj Aggarwal &Co Cost 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 an integralpart 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 2017-18 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. The FinancialStatements as stated above are also available on the website www.dynemi c.com of theCompany.

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/shareholder-information.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.

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Meetings of the Board of Directors and General Meetings.

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
28th July 2018 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 Chief Financial Officerand Company Secretary during the financial year 2017-18 ratio of the remuneration of eachDirector to the median remuneration of the employees of the company for the financial year2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under :

Sr.No. Name of Director/KMP and Designation Remuneration of Director/KMP for FY 2017-18 *(Rs. in Lakhs) % increase in Remuneration in the FY 2017-18 Ratio of remuneration of each Director / to median remuneration of employees
1 Bhagwandas K. Patel 28.41 8% 76.74
Managing Director
2 Dashrathbhai P. Patel 19.90 7% 53.76
Whole Time Director
3 Rameshbhai B. Patel 26.59 9% 71.82
Whole Time Director
4 Dixitbhai B. Patel 18.96 12% 51.22
Whole Time Director
5 Varsha R. Mehta 7.46 11% 20.15
Company Secretary and Compliance Officer
6 Amisha R. Patel 6.26 14% 16.90
Chief Financial Officer

* Excluding Commission and Leave Pay

i) The median remuneration of employees of the Company during the financial year was0.37 lakhs

ii) In the financial year there was 18% increase in the median remuneration ofemployees;

iii) There were 180 permanent employees on the rolls of Company as on March 31 2018;

iv) Average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2017-18 was 20%.

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 in Domesticas 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 :

(Rs. in Lakhs)

Current Year Rs. Previous Year Rs.
Foreign Exchange earned 8827 7463
Foreign Exchange used 71 71
For and on Behalf of the Board of Directors
Ahmedabad Bhagwandas K. Patel Dixitbhai B. Patel
28th July 2018 Managing Director Director

ANNEXURE :- I

TO DIRECTORS' REPORT

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE AS PERREQUIREMENT UNDER REGULATION 34(3) READ WITH SCHEDULE V OF SEBI (LODR) Regulations 2015.

1] We have examined the Compliance of conditions of Corporate Governance by DynemicProducts Limited ("the Company") for the year ended 31st March 2018 asstipulated in Regulation 34(3) read with Schedule V (E) of SEBI (LODR) Regulations2015

2] The compliance of conditions of corporate governance is the responsibility of themanagement. Our examination has been limited to a review of the procedures andimplementation thereof adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression o f opinionon the financial statements of the Company.

3] In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made by the Directors and the Management we certifythat the Company has complied with the conditions of Corporate Governance.

4] As required by the Guidance Note issued by the Institute of Chartered Accountant ofIndia we have to state that based on the report given to the Registrar of the Company bythe Investor's Grievance Committee as on 31st March 2018 there were no investorgrivence matter against the Company remaining unattended /pending for more than 30 days.

5] We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

For ASIM RAVINDRA & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN. 118775W
[ RAVINDRA MEHTA ]
Place : Ahmedabad PARTNER
Date : 26/05/2018 M. No. 043051