Mar 31, 2018
Dear Shareholders,
The Directors have pleasure in presenting the 28th Annual Report together with the audited 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. The figures 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 11328449 equity shares of Rs. 10/- each, for your final approval. The total outflow on dividend will be Rs. 1,69,92,674 and tax on dividend Rs. 34,59,297. Appx. 3% of the Net Profit Rs. 50,00,000 has been transferred to General Reserves.
COMPANY''S OPERATIONS
Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is setout as Annexure F to the Boards'' Report.
CREDIT RATING
Company has got its credit rating through CRISIL, and CRISIL has assigned CRISIL BBB/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, 2013 read 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), the company has contributed funds for the scheme Awareness and Eradication of Thalassemia. The contributions in this regard has been made to the registered trust 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 of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to requirement of the Companies Act, 2013, Shri Rameshbhai B. Patel shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The details of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.
Resignation
Mr. Dashrathbhai P. Patel (having DIN: 00008160) Whole Time Director resigned from the post of Director wef 1st March, 2018.
Mr. Ashishbhai R. Joshi (having DIN: 03373074) Independent Director resigned from the post of Director wef 25th June, 2018.
The Board of Directors place on record their deep appreciation of the valuable guidance and immense contribution made by Mr. Dashrathbhai P. Patel and Mr. Ashishbhai R. Joshi during their tenure as Director of the Company.
The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Act, each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board 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 its Committees and individual Directors. A familiarization programme was conducted for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the said was updated on website of the Company.
Remuneration and Nomination Policy
Company''s Policy on Directors, KMP and other employees as per Section 134(3) of Companies Act, 2013 is given in Corporate Governance Section forming part of Annual Report.
Meetings
The Board of Directors duly met 5 (Five) times respectively on 18.04.2017, 26.05.2017, 29.07.2017, 13.11.2017 and 09.02.2018 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.
INSURANCE
All movable and immovable properties as owned by the Company continued to be adequately insured against risks.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and also has constituted Internal Complaints Committee (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during 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 hereby confirmed that :
- in the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards had been followed and that there are no material departures;
- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors have prepared the accounts for the financial year ended 31st March, 2018 on a going concern basis;
- the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
- the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The Company had also taken members'' approval at its Annual General Meeting held on 11th September, 2014 for entering into the transactions with Related Parties. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.dynemic.com/shareholder-information.php
Accordingly, the disclosure of Related Party Transactions as required under Section 134(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 of the Company since the close of financial year i.e. since 31st March, 2018. Further, it is hereby 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 Statutory Auditors of your Company at the Annual General Meeting held on 25th September, 2017 for a term of five consecutive years. As per the Companies Amendment Bill now ratification by members at AGM for Auditors is omitted.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer 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 has appointed M/s. Ashok Pathak & Associates, Company Secretary in practice to undertake the 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 Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
(C) COST AUDITOR:-
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company are required to be audited by a qualified Cost Accountant.
Your Directors have on the recommendation of the Audit Committee, appointed M/s Anuj Aggarwal & Co., Cost Accountants (Firm Registration number 102409) to audit the cost accounts of the Company for the Financial Year 2018-2019. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General 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 there under, 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 Risk Management Policy. The details of the policy are as updated on website of the company. At present the company has not identified any element of risk which may threaten the existence 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 this report.
CORPORATE GOVERNANCE:
A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral 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 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) 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 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and Regulations 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 Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditor''s Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website www.dynemic.com of the Company.
SUBSIDIARY AND ASSOCIATE COMPANY
A report on the performance and financial position of subsidiary and associate company as 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 in the 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 behaviour, actual or suspected fraud or violation of the Company''s code of conduct, if any. The details of the WHISTLE BLOWER POLICY are posted on the website of the Company. During the year 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 Tribunals which impact the going concern status and Company''s operations in future.
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries 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 the faith reposed in and co-operation extended to the Company by all customers, vendors, investors, bankers, insurance companies, consultants and advisors of the Company. Your Directors place on record their appreciation of the dedicated and sincere services rendered 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
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting the 26th Annual Report together with the audited Statement of Accounts of the Company for the year ended March 31, 2016.
FINANCIAL RESULTS
(Amount in Rs.)
PARTICULARS |
YEAR ENDED ON MARCH 31, 2016 |
YEAR ENDED ON MARCH 31, 2015 |
Sales And Other Operating Income Other Income (a) Total Income : (b) Total Expenditure : (c) Gross Profit : Before Interest, Depreciation & Amortization Charges : (c) = (a) - (b) |
1,29,06,62,309 2,34,627 1,29,08,96,936 1,12,37,65,756 16,71,31,179 |
1,28,35,67,373 28,14,734 1,28,63,82,107 1,10,55,01,643 18,08,80,464 |
Less : Interest |
2,09,01,517 |
2,24,65,193 |
Gross Profit after Interest but before Depreciation and Amortization Charges |
14,62,29,662 |
15,84,15,271 |
Less : Depreciation & Amortization Charges |
3,14,08,129 |
3,02,44,548 |
Operational Profit / Profit Before Tax |
11,48,21,533 |
12,81,70,723 |
Less : Current Tax Deferred Tax (Excess)/Short provision for taxes for earlier years |
3,98,00,000 320636 (4,74,206) |
4,01,10,000 (47,68,284) (5,90,540) |
Profit After Tax |
7,51,75,103 |
9,34,19,547 |
Add : Profit brought forward from previous year |
32,64,09,853 |
23,79,90,310 |
Profit available for appropriation |
40,15,84,957 |
33,14,09,857 |
Transfer to General Reserve Proposed Dividend Tax on Dividend |
50,00,000 1,69,92,674 34,59,297 |
50,00,000 0 0 |
Balance Carried to Balance Sheet |
37,61,32,986 |
32,64,09,857 |
DIVIDEND & RESERVES
During the financial year 2015-16, your Company declared and paid an interim dividend of Rs. 1.50 per equity share of the face value of Rs. 10 in the month of March 2016. The Interim Dividend entailed an out flow of appx. Rs. 1.70 crores (excluding Dividend Distribution Tax). Your Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2016. The interim dividend paid is to be considered as final dividend. Approx 7% of the Net Profit Rs. 50,00,000 has been transferred to General Reserves.
COMPANY''S OPERATIONS
Information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is setout as Annexure F to the Boards'' Report.
CREDIT RATING
Company has got its credit rating through CRISIL, and CRISIL has assigned CRISIL BBB/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, 2013 read 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), the company has contributed funds for the scheme Awareness and Eradication of Thalassemia and Kanya Kelwani Project. The contributions in this regard has been made to the registered trust 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 of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to requirement of the Companies Act, 2013, Shri Dixitbhai B. Patel shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The details of Directors seeking appointment/re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.
The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Act, each independent director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board 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 its Committees and individual Directors. A familiarization programme was conducted for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the said was updated on website of the Company.
Remuneration and Nomination Policy
Company''s Policy on Directors, KMP and other employees as per Section 134(3) of Companies Act, 2013 is given in Corporate Governance Section forming part of Annual Report.
Meetings
The Board of Directors duly met 5 (Five) times respectively on 30.05.2015, 08.08.2015, 07.11.2015, 06.02.2016, and 15.03.2016 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.
INSURANCE
All movable and immovable properties as owned by the Company continued to be adequately insured against risks.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and also has constituted Internal Complaints Committee (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during 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 hereby confirmed that :
- in the preparation of the annual accounts for the financial year ended 31st March 2016, the applicable accounting standards had been followed and that there are no material departures;
- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial 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 of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the Directors have prepared the accounts for the financial year ended 31st March, 2016 on a going concern basis;
- the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
- the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The Company had also taken members'' approval at its Annual General Meeting held on 11th September, 2014 for entering into the transactions with Related Parties. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.dynemic.com/financial_shareholding_pattern.php
Accordingly, the disclosure of Related Party Transactions as required under Section 134(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 of the Company since the close of financial year i.e. since 31st March, 2016. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.
AUDITORS :-
(A) STATUTORY AUDITORS:-
M/s. Shah Rajesh & Associates were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 11th September, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer 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 has appointed M/s. Ashok Pathak & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure C" for the financial year ended on 31st March, 2016. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
(C) COST AUDITOR:-
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost Audit records maintained by the Company are 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 cost accounts of the Company for the Financial Year 2016-2017. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification.
A Resolution seeking appointment and remuneration payable to M/s S.A. & Associates, 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 there under, 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 Risk Management Policy. The details of the policy are as updated on website of the company. At present the company has not identified any element of risk which may threaten the existence 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 this report.
CORPORATE GOVERNANCE:
A separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral 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 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) 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 2015-16 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and Regulations 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 Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and the Auditor''s Report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website www.dynemic.com of the Company.
SUBSIDIARY AND ASSOCIATE COMPANY
A report on the performance and financial position of subsidiary and associate company as 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 in the 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 behaviour, actual or suspected fraud or violation of the Company''s code of conduct, if any. The details of the WHISTLE BLOWER POLICY are posted on the website of the Company. During the year 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 Tribunals which 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 the faith reposed in and co-operation extended to the Company by all customers, vendors, investors, bankers, insurance companies, consultants and advisors of the Company. Your Directors place on record their appreciation of the dedicated and sincere services rendered by the employees of the company.
For and on Behalf of the Board of Directors
Ahmedabad
6th August, 2016 Bhagwandas K. Patel Dixitbhai B. Patel
Managing Director Director
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 25th Annual Report
together with the audited Statement of Accounts of the Company for the
year ended March 31, 2015.
FINANCIAL RESULTS (Amount in Rs.)
PARTICULARS YEAR ENDED ON YEAR ENDED ON
MARCH 31, 2015 MARCH 31, 2014
Sales And Other Opeatig Icom 1,28,35,67,373 1,16,36,45,325
Other Income 28,14,734 37,09,855
(a) Total Income 1,28,63,82,107 1,16,73,55,181
(b) Total Expendiure: 1,10,55,01,643 97,73,45,243
(c) Gross Profit
Before Interest, Depreciation &
Amortisation Charges :
(c) = (a) - (b) 18,08,80,464 19,00,09,938
Less : Interest 2,24,65,193 1,36,63,941
Gross Profit after Interest but
before Depreciation and
Amortisation Charges 15,84,15,271 17,63,45,997
Less : Depreciation &
Amortisation Charges 3,02,44,548 1,81,06,075
Operational Profit /
Profit Before Tax 12,81,70,723 15,82,39,921
Less : Current Tax 4,01,10,000 5,32,90,000
Deferred Tax (47,68,284) 26,54,066
(Excess)/Short provision
for taxes for earlier years (5,90,540) 0
Profit After Tax 9,34,19,547 10,22,95,856
Add : Profit brought forward
from previous year 23,79,90,310 16,42,92,535
Profit available for appropriation 33,14,09,857 26,65,88,391
Transfer to General Reserve 50,00,000 50,00,000
Proposed Dividend 0 1,69,92,674
Tax on Dividend 0 28,87,905
Balance Carried to Balance Sheet 32,64,09,857 24,17,07,813
DIVIDEND & RESERVES
The Board have considered it financially prudent in the long term
interest of the Company to reinvest the profits into the business of
the Company and so this year had skipped dividend. Appx. 5% of the Net
Profit Rs. 50,00,000 has been transferred to General Reserves.
COMPANY'S OPERATIONS
Information on operational and financial performance, etc. of the
Company for the financial year is given in the Management Discussion
and Analysis which is setout as Annexure F to the Boards' Report.
CREDIT RATING
Company has got its credit rating through CRISIL, and CRISIL has
assigned CRISIL BBB/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, 2013 read 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), the company has contributed funds for the scheme Awareness and
Eradication of Thalassemia. The contributions in this regard has been
made to the registered trust 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 of section 186 of the Companies Act, 2013. The details of
the investments made by company is given in the notes to the financial
statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ms. Rashmi A. Aahuja joined the Board as Additional Director in
14.02.2015. Further, during the year, Shri Vishnubhai G. Patel,
Director, resigned to act as director of the Company w.e.f. 14.02.2015
due to his pre-occupation.
Pursuant to requirement of the Companies Act, 2013, Shri Rameshbhai B.
Patel shall retire at the forthcoming Annual General Meeting and being
eligible offers himself for re-appointment.
All independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board 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 its
Committees and individual Directors. A familiarization programme was
conducted for Independent Directors to familiarize them with the
Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the
Company and related matters and the said was updated on website of the
Company www.dynemic.com/financial_shareholding_pattern.php.
Remuneration and Nomination Policy
Company's Policy on Directors, KMP and other employees as per Section
134(3) of Companies Act, 2013 is given in Corporate Governance Section
forming part of Annual Report.
Meetings
The Board of Directors duly met 6 (Six) times respectively on
01.04.2014, 29.05.2014, 31.07.2014, 07.10.2014, 08.11.2014 and
14.02.2015 in respect of which meetings proper notices were given and
the proceedings were properly recorded and signed.
INSURANCE
All movable and immovable properties as owned by the Company continued
to be adequately insured against risks.
DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. The company has
constituted Internal Complaints Committee (ICC) vide its Board Meeting
held on 14.02.2015. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during 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 hereby confirmed that :
* in the preparation of the annual accounts for the financial year
ended 31st March 2015, the applicable accounting standards had been
followed and that there are no material departures;
* the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial 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 of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
* the Directors have prepared the accounts for the financial year ended
31st March, 2015 on a going concern basis;
* the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively;
* the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large. The Company had also taken
members' approval at its Annual General Meeting held on 11th September,
2014 for entering into the transactions with Related Parties. The
policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website
www.dynemic.com/financial_shareholding_pattern.php.
Company has not entered into any contract or arrangement with related
parties as per Section 188(1) and hence no disclosure made in Form No.
AOC 2.
Material Changes:
There have been no material changes and commitments affecting the
financial position of the Company since the close of financial year
i.e. since 31st March, 2015. Further, it is hereby confirmed that there
has been no change in the nature of business of the Company.
AUDITORS :-
(A) STATUTORY AUDITORS:-
The Auditors Shah Rajesh & Associates, Chartered Accountants, retire at
the conclusion of the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment.
The Company has received letter from M/s Shah Rajesh & Associates,
Chartered Accountants, to the effect that their reappointment, if made,
would be within the prescribed limits under Section 139(2) of the
Companies Act, 2013 and that they are not disqualified for
reappointment within the meaning of Section 141 of the said Act.
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
(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 has appointed M/s. Ashok Pathak & Associates,
Company Secretary in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as "Annexure
C" for the financial year ended on 31st March, 2015. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
(C) COST-AUDITOR:-
Pursuant to Section 148 of the Companies Act, 2013 read with The
Companies (Cost Records and Audit) Amendment Rules, 2014, your
Directors had, on the recommendation of the Audit Committee, appointed
M/s. S.A. & Associates, Cost Accountants (Firm Registration number
000347) for the financial year 2015-2016 at a remuneration of Rs.
85,000 per annum. As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor is required to be placed
before the Members in a General Meeting for their ratification.
Accordingly, a resolution seeking Member's ratification for the
remuneration payable to M/s S.A. & Associates, Cost Accountants is
included at Item No. 8 of the Notice convening the Annual General
Meeting.
EXTRACT OF ANNUAL RETURN:
The details forming part of 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 & Clause 49
of the listing agreement , the company has framed Risk Management
Policy. The details of the policy are as updated on website of the
company. At present the company has not identified any element of risk
which may threaten the existence of the company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Separate reports on Corporate Governance compliance which includes
composition of Audit Committee and Management Discussion and Analysis
as stipulated by Clause 49 of the Listing Agreement forms part of this
Annual Report along with the required Certificate from Practising
Chartered Accountant of the Company regarding compliance of the
conditions of Corporate Governance as stipulated by Clause 49 of the
Listing Agreement.
PARTICULARS OF EMPLOYEES
There was no employee drawing salary in excess of limits described
under Section 134 of the Companies Act, 2013 read with Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014.
FIXED DEPOSITS
The company has complied with the provisions of Section 73(2) and 74 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014. The details relating to deposits, covered under Chapter V
are as below :-
(a) Accepted during the year - Rs. 19,75,000/-
(b) Remained unpaid or unclaimed as at the end of the year - NIL
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such
cases and the total amount involved - NIL
(d) There are NIL deposits which are not in compliance with the
requirements of Chapter V of the Act.
CONSOLIDATED FINANCIAL STATEMENT
The consolidated financial statements of the company are prepared in
accordance with the provisions of section 129 of the Companies Act,2013
read with the Companies (Accounts) Rules, 2014 and under the listing
agreement with the stock exchanges. The audited financial statements
in respect of each of its subsidiary/associates companies will be made
available to the shareholders, on receipt of a request from any
shareholder and it has also been placed on the website of the company.
This will also be available for inspection by the shareholders at the
registered office during the business hours. The audited consolidated
financial statement is provided in the Annual Report.
SUBSIDIARY AND ASSOCIATE COMPANY
A report on the performance and financial position of subsidiary and
associate company as 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 in the Management and Discussion & Analysis, which forms
part of this report.
Vigil Mechanism and Whistle Blower Policy
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behavior. The Company has a Vigil mechanism and Whistle Blower Policy
under which the employees are free to report violations of applicable
laws and regulations and the Code of Conduct. During the year under
review, no employee was denied access to the Audit Committee. Refer to
website www.dynemic.com/financial_shareholding_pattern.php.
GENERAL
No significant or material orders were passed by the Regulators or
Courts or Tribunals which 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 the faith reposed in and co-operation extended to the
Company by all customers, vendors, investors, bankers, insurance
companies, consultants and advisors of the Company. Your Directors
place on record their appreciation of the dedicated and sincere
services rendered by the employees of the company.
For and on Behalf of the Board of Directors
Ahmedabad
8th August, 2015 Bhagwandas K. Patel Dixitbhai B. Patel
Managing Director Director
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 24th Annual Report
together with the audited accounts of the Company for the year ended
March 31, 2014.
FINANCIAL RESULTS (Amount in Rs.)
PARTICULARS YEAR ENDED ON YEAR ENDED ON
MARCH 31, 2014 MARCH 31, 2013
Sales And Other Operating Income 1,16,36,45,325 85,75,73,466
Other Income 37,09,855 73,08,739
(a) Total Income : 1,16,73,55,181 86,48,82,206
(b) Total Expenditure : 97,73,45,243 76,49,16,775
(c) Gross Profit:
Before Interest,
Depreciation &
Amortisation Charges :
(c) = (a) - (b) 19,00,09,938 9,99,65,431
Less : Interest 1,36,63,941 1,56,39,833
Gross Profit after
Interest but before
Depreciation and
Amortisation Charges 17,63,45,997 8,43,25,598
Less : Depreciation &
Amortisation Charges 1,81,06,075 1,74,95,161
Operational Profit /
Profit Before Tax 15,82,39,921 6,68,30,437
Less : Current Tax 5,32,90,000 1,70,00,000
Deferred Tax 26,54,066 56,88,067
(Excess)/Short provision
for taxes for earlier years 0 8,09,434
Profit After Tax 10,22,95,856 4,33,32,935
Add : Profit brought
forward from previous year 16,42,92,535 14,31,89,434
Profit available for appropriation 26,65,88,391 18,65,22,370
Transfer to General Reserve 50,00,000 50,00,000
Proposed Dividend 1,69,92,674 1,47,26,984
Tax on Dividend 28,87,905 25,02,851
Balance Carried to Balance Sheet 24,17,07,813 16,42,92,535
DIVIDEND & RESERVES
Your Directors are pleased to recommend dividend of 15% i.e. Rs. 1.50
each on 11328449 equity shares of Rs. 10/- each, for your final
approval. The total outflow on dividend will be Rs. 1,69,92,674 and tax
on dividend Rs. 28,87,905. The proposed dividend is tax free in the
hands of shareholders. Appx. 5% of the Net Profit Rs. 50,00,000 has
been transferred to General Reserves. COMPANY''S OPERATIONS
Information on operational and financial performance, etc. of the
Company for the financial year is given in the Management Discussion
and Analysis which is setout as Annexure B to the directors'' Report.
CREDIT RATING
Company has got its credit rating through CRISIL,and CRISIL has
assigned CRISIL BBB/Stable on the long-term and short-term bank
facilities.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :- The particulars of the CSR
committee constituted by the Company pursuant to the provisions of
Section 135 of the Companies Act, 2013 and the rules forming part of
the same are included in the Corporate Governance report annexed and
forming part of this Annual Report DIRECTORS
Impending notifications of Section 149 and other applicable provisions
of the Companies Act, 2013, your Directors are seeking appointment of
Shri Jagdishbhai S. Shah, Shri Ashishbhai R. Joshi, Shri Shankarlal B.
Mundra and Shri Vishnubhai G. Patel as Independent Directors for five
consecutive years for a term upto 31st March, 2019. Details of the
proposal for appointment of Shri Jagdishbhai S. Shah, Shri Ashishbhai
R. Joshi, Shri Shankarlal B. Mundra and Shri Vishnubhai G. Patel are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the 24th Annual General Meeting.
Pursuant to requirement of the Companies Act, 2013, Shri Dashrathbhai
P. Patel shall retire at the forthcoming Annual General Meeting and
being eligible offers himself for re-appointment. DIRECTORS
RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 it is hereby confirmed :
- that in the preparation of the annual accounts for the financial year
ended 31st March 2014, the applicable accounting standards have been
followed and that there are no material departures;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit /
loss of the Company for the year under review;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and that the Directors have prepared the accounts for
the financial year ended 31st March, 2014 on a going concern basis.
CORPORATE GOVERNANCE
In terms of clause 49 of listing agreement with the Stock Exchange, a
certificate from Auditors of the Company on compliance of conditions of
Corporate Governance is annexed to the Annual Report. A report on
Corporate Governance as provided in clause 49 of the Listing Agreement
is included in the Annual Report.
PARTICULARS OF EMPLOYEES
There was no employee drawing salary in excess of limits described
under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information to be disclosed under Section 217 (1) (e) of the
Companies Act, 1956 read with Companies (Disclosure of
Particulars in The Report of Board of Directors) Rules, 1988, are set
out in Annexure A to this Report.
FIXED DEPOSITS
The company has complied with the provisions of Section 58A of the
Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,
1975.
INSURANCE
The Company has made necessary arrangements for adequately insuring its
insurable interests.
COMPLIANCE OF SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs, Government of India vide its General
Circular No. 2/2011 dated 8th February, 2011 has granted a general
exemption under Section 212(8) of the Companies Act, 1956 from
attaching the accounts along with the report of the Board of Directors
and Auditors as required by section 212(1) of the Companies Act, 1956
and as such the accounts of its Subsidiary, Dynamic Overseas (India)
Pvt. Limited are not annexed herewith. The Board has reviewed the
affairs of the said subsidiary.
The Company will provide the annual accounts of its subsidiary
companies and the related detailed information on the specific request
made by the shareholders and the said accounts are open for the
inspection at the registered office of the Company during office hours
on all working days, except Saturday and Sunday, between 11.00 a.m. to
1.00 p.m.
As required under Clause 32 of Listing Agreement with the Bombay Stock
Exchange Limited and in accordance with the requirements of Accounting
Standard AS-21, 23 & 27 issued by the ICAI, the Company has prepared
Consolidated Financial
Statements of the Company. The audited consolidated financial results
include results of its subsidiary company Dynamic Overseas (India) Pvt.
Ltd. and are included in Annual Report.
AUDITORS AND AUDITORS REPORT
Your Company''s auditors M/s Shah Rajesh & Associates, Chartered
Accountants, are due to retire at the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received letter from M/s Shah Rajesh & Associates,
Chartered Accountants, to the effect that their reappointment, if made,
would be within the prescribed limits under Section 139(2) of the
Companies Act, 2013 and that they are not disqualified for
reappointment within the meaning of Section 141 of the said Act.
The Notes on Accounts referred to in the Auditors'' report are
self-explanatory and do not call for any further comments.
COST-AUDITORS
In compliance with the Central Government''s Order dated November 06,
2012, your Board at the Board Meeting held on May 29, 2014 has
re-appointed M/s. S.A. & Associates, Cost Accountants (Firm
Registration Number 000347) to carry out the Cost Audit of the Company.
However, the Cost Audit Branch of the Ministry of Corporate Affairs,
Government of India is yet to make the said Order effective. Your
Company will file e-Form 23C as and when the said e-Form 23C is
modified by the Central Government in line with the aforesaid Order.
The Cost Audit Report of the Company for the financial year ended March
31, 2013 was filed by M/s. S.A. & Associates, with the Cost Audit
Branch, Ministry of Corporate Affairs, Government of India on
26.09.2013.
UNCLAIMED DIVIDEND
During the year, dividend for the year 2005-06 remaining unclaimed
amounting Rs. 78,902/- was transferred to the credit of Investor
Education and Protection Fund as required under Section 205A read with
Section 205C of the Companies Act, 1956.
ACKNOWLEDGEMENT
The Board wishes to express appreciation and place on record its
gratitude for the faith reposed in and co-operation extended to the
Company by all customers, vendors, investors, bankers, insurance
companies, consultants and advisors of the Company. Your Directors
place on record their appreciation of the dedicated and sincere
services rendered by the employees of the company.
For and on Behalf of the Board of Directors
Ahmedabad
29th May, 2014 Bhagwandas K. Patel Dixitbhai B. Patel
Managing Director Director
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the 23rd Annual Report
together with the audited accounts of the Company for the year ended
March 31, 2013.
FINANCIAL RESULTS
PARTICULARS YEAR ENDED ON YEAR ENDED ON
MARCH 31, 2013 MARCH 31, 2012
Sales And Other Operating Income 85,75,73,466 82,93,53,122
Other Income 73,08,739 29,60,299
(a) Total Income : 86,48,82,206 83,23,13,421
(b) Total Expenditure : 76,49,16,775 72,01,01,751
(c) Gross Profit :
Before Interest, Depreciation &
Amortisation Charges : (c) =
(a) - (b) 9,99,65,431 11,22,11,670
Less : Interest 1,56,39,833 1,59,85,968
Gross Profit after Interest
but before Depreciation and
Amortisation Charges 8,43,25,598 9,62,25,702
Less : Depreciation &
Amortisation Charges 1,74,95,161 1,63,28,691
Operational Profit /
Profit Before Tax 6,68,30,437 7,98,97,011
Less : Current Tax 1,70,00,000 1,72,80,000
Deferred Tax 56,88,067 95,44,760
(Excess)/Short provision for
taxes for earlier years 8,09,434 1,09,312
Profit After Tax 4,33,32,935 5,29,62,939
Add : Profit brought forward
from previous year 1 4,31,89,434 11,23,42,564
Profit available for appropriation 18,65,22,370 16,53,05,503
Transfer to General Reserve 50,00,000 50,00,000
Proposed Dividend 1,47,26,984 1,47,26,984
Tax on Dividend 25,02,851 23,89,085
Balance Carried to Balance Sheet 16,42,92,535 14,31,89,434
DIVIDEND & RESERVES
Your Directors are pleased to recommend dividend of 13% i.e. Rs. 1.30
each on 11328449 equity shares of Rs. 10/- each, for your final
approval. The total outflow on dividend will be Rs. 1,47,26,984 and tax
on dividend Rs. 25,02,851. The proposed dividend is tax free in the
hands of shareholders. Appx. 12% of the Net Profit Rs. 50,00,000 has
been transferred to General Reserves.
COMPANY''S OPERATIONS
Information on operational and financial performance, etc. of the
Company for the financial year is given in the Management Discussion
and Analysis which is setout as Annexure B to the Directors'' Report.
CREDIT RATING
This year for the first time, Company has got its credit rating through
CRISIL,and CRISIL has assigned CRISIL BBB/Stable on the long-term and
short-term bank facilities.
DIRECTORS
Shri Jagdishbhai S. Shah and Shri Ashishbhai R. Joshi, Directors of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment. Particulars of the
directors being appointed/re-appointed, as required under clause 49 of
the listing agreement with the Stock Exchange, are given in Notes to
the Notice convening the ensuing 23rd Annual General Meeting, forming
part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 it is hereby confirmed :
- that in the preparation of the annual accounts for the financial year
ended 31st March 2013, the applicable accounting standards have been
followed and that there are no material departures;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit /
loss of the Company for the year under review;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the accounts for the financial year
ended 31st March, 2013 on a going concern basis.
CORPORATE GOVERNANCE
In terms of clause 49 of listing agreement with the Stock Exchange, a
certificate from Auditors of the Company on compliance of conditions of
Corporate Governance is annexed to the Annual Report. A report on
Corporate Governance as provided in clause 49 of the Listing Agreement
is included in the Annual Report.
PARTICULARS OF EMPLOYEES
There was no employee drawing salary in excess of limits described
under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information to be disclosed under Section 217 (1) (e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
The Report of Board of Directors) Rules, 1988, are set out in Annexure
A to this Report.
FIXED DEPOSITS
The company has complied with the provisions of Section 58A of the
Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,
1975.
INSURANCE
The Company has made necessary arrangements for adequately insuring its
insurable interests.
COMPLIANCE OF SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs, Government of India vide its General
Circular No. 2/2011 dated 8th February, 2011 has granted a general
exemption under Section 212(8) of the Companies Act, 1956 from
attaching the accounts along with the report of the Board of Directors
and Auditors as required by section 212(1) of the Companies Act, 1956
and as such the accounts of its Subsidiary, Dynamic Overseas (India)
Pvt. Limited are not annexed herewith. The Board has reviewed the
affairs of the said subsidiary.
The Company will provide the annual accounts of its subsidiary
companies and the related detailed information on the specific request
made by the shareholders and the said accounts are open for the
inspection at the registered office of the Company during office hours
on all working days, except Sundays and holidays, between 2.00 p.m. to
4.00 p.m.
As required under Clause 32 of Listing Agreement with the Bombay Stock
Exchange Limited and in accordance with the requirements of Accounting
Standard AS-21, 23 & 27 issued by the ICAI, the Company has prepared
Consolidated Financial Statements of the Company. The audited
consolidated financial results include results of its subsidiary
company Dynamic Overseas (India) Pvt. Ltd. and are included in Annual
Report.
AUDITORS AND AUDITORS REPORT
Your Company''s auditors M/s Shah Rajesh & Associates, Chartered
Accountants, are due to retire at the ensuing Annual General Meeting
and are eligible for re-appointment.
The Company has received letter from M/s Shah Rajesh & Associates,
Chartered Accountants, to the effect that their reappointment, if made,
would be within the prescribed limits under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of Section 226 of the said Act.
The Notes on Accounts referred to in the Auditors'' report are
self-explanatory and do not call for any further comments.
COST-AUDITORS
Pursuant to the direction of the Ministry of Corporate Affairs for
appointment of Cost Auditor to carry out audit of cost accounts
maintained by the Company, your directors have appointed M/s. S.A. &
Associates, Cost Accountants (Firm Registration Number 000347) for the
year ending on 31st March, 2013.
UNCLAIMED DIVIDEND
During the year, IPO amounting Rs. 10,51,875/- that had not been
claimed by the investors, was transferred to the credit of Investor
Education and Protection Fund as required under Section 205A read with
Section 205C of the Companies Act, 1956.
ACKNOWLEDGEMENT
The Board wishes to express appreciation and place on record its
gratitude for the faith reposed in and co-operation extended to the
Company by all customers, vendors, investors, bankers, insurance
companies, consultants and advisors of the Company. Your Directors
place on record their appreciation of the dedicated and sincere
services rendered by the employees of the company.
For and on Behalf of the Board of Directors
Sd/-
Ahmedabad Bhagwandas K. Patel
25th May, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the 22nd Annual Report
together with the audited accounts of the Company for the year ended
March 31, 2012.
FINANCIAL RESULTS
PARTICULARS YEAR ENDED ON YEAR ENDED ON
MARCH 31, 2012 MARCH 31,2011
Sales And Other Operating Income 82,93,53,122 64,95,77,225
Other Income 29,60,299 43,02,683
(a) Total Income : 83,23,13,421 65,38,79,909
(b) Total Expenditure : 72,01,01,751 54,17,11,713
(c) Gross Profit :
Before Interest,
Depreciation & Amortization
Charges : (c) = (a) - (b) 11,22,11,670 11,21,68,196
Less : Interest 1,59,85,968 1,24,14,444
Gross Profit after Interest
but before Depreciation
and Amortization Charges 9,62,25,702 9,97,53,752
Less : Depreciation &
Amortization Charges 1,63,28,691 1,49,62,241
Operational Profit /
Profit Before Tax 7,98,97,011 8,47,91,511
Less : Current Tax 1,72,80,000 2,10,39,000
Deferred Tax 95,44,760 72,13,685
(Excess)/Short provision
for taxes for earlier years 1,09,312 (5,79,508)
Profit After Tax 5,29,62,939 5,71,18,334
Add : Profit brought forward
from previous year 11,23,42,564 8,00,39,175
Profit available for
appropriation 16,53,05,503 13,71,57,509
Transfer to General Reserve 50,00,000 50,00,000
Proposed Dividend 1,47,26,984 1,69,92,674
Tax on Dividend 23,89,085 28,22,271
Balance Carried to
Balance Sheet 14,31,89,434 11,23,42,564
DIVIDEND & RESERVES
Your Directors are pleased to recommend dividend of 13% i.e. Rs. 1.30
each on 11328449 equity shares of Rs. 10/- each, for your final
approval. The total outflow on dividend will be Rs. 1,47,26,984 and tax
on dividend Rs. 23,89,085. The proposed dividend is tax free in the
hands of shareholders. Appx. 9% of the Net Profit Rs. 50,00,000 has
been transferred to General Reserves.
COMPANY'S OPERATIONS
Information on operational and financial performance, etc. of the
Company for the financial year is given in the Management Discussion
and Analysis which is set out as Annexure B to the directors' Report.
DIRECTORS
During the year, Shri Hitendrabhai H. Sheth, Director, resigned to act
as director of the Company w.e.f. 26.12.2011.
The Board wishes to place on record its appreciation for the guidance
and valuable services rendered by Shri Hitendrabhai H. Sheth during his
tenure as member of the Board.
Shri Shankarlal B. Mundra and Shri Vishnubhai G. Patel, Directors of
the Company, retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment. Particulars of
the directors being appointed/re-appointed, as required under clause 49
of the listing agreement with the Stock Exchange, are given in Notice /
Explanatory Statement convening the ensuing 22nd Annual General
Meeting, forming part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 it is hereby confirmed :
- that in the preparation of the annual accounts for the financial
year ended 31st March 2012, the applicable accounting standards have
been followed and that there are no material departures;
- that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit / loss of the Company for the year under review;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the accounts for the financial
year ended 31st March, 2012 on a going concern basis.
CORPORATE GOVERNANCE
In terms of clause 49 of listing agreement with the Stock Exchange, a
certificate from Auditors of the Company on compliance of conditions of
Corporate Governance is annexed to the Annual Report. A report on
Corporate Governance as provided in clause 49 of the Listing Agreement
is included in the Annual Report.
PARTICULARS OF EMPLOYEES
There was no employee drawing salary in excess of limits described
under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information to be disclosed under Section 217 (1) (e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
The Report of Board of Directors) Rules, 1988, are set out in Annexure
A to this Report.
FIXED DEPOSITS
The company has complied with the provisions of Section 58A of the
Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,
1975.
INSURANCE
The Company has made necessary arrangements for adequately insuring its
insurable interests.
SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT
The Ministry of Corporate Affairs, Government of India vide its General
Circular No. 2/2011 dated 8th February, 2011 has granted a general
exemption under Section 212(8) of the Companies Act, 1956 from
attaching the accounts along with the report of the Board of Directors
and Auditors as required by section 212(1) of the Companies Act, 1956
and as such the accounts of its Subsidiary, Dynamic Overseas (India)
Pvt. Limited are not annexed herewith. The Board has reviewed the
affairs of the said subsidiary.
The Company will provide the annual accounts of its subsidiary
companies and the related detailed information on the specific request
made by the shareholders and the said accounts are open for the
inspection at the registered office of the Company during office hours
on all working days, except Sundays and holidays, between 2.00 p.m. to
4.00 p.m. As required under Clause 32 of Listing Agreement with the
Bombay Stock Exchange Limited and in accordance with the requirements
of Accounting Standard AS-21, 23 & 27 issued by the ICAI, the Company
has prepared Consolidated Financial Statements of the Company. The
audited consolidated financial results include results of its
subsidiary company Dynamic Overseas (India) Pvt. Ltd. and are included
in Annual Report.
AUDITORS AND AUDITORS REPORT
Your Company's auditors M/s Shah Rajesh & Associates, Chartered
Accountants, are due to retire at the ensuing Annual General Meeting
and are eligible for re-appointment.
The Company has received letter from M/s Shah Rajesh & Associates,
Chartered Accountants, to the effect that their reappointment, if made,
would be within the prescribed limits under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of Section 226 of the said Act.
The Notes on Accounts referred to in the Auditors' report are
self-explanatory and do not call for any further comments.
ACKNOWLEDGEMENT
The Board wishes to express appreciation and place on record its
gratitude for the faith reposed in and co-operation extended to the
Company by all customers, vendors, investors, bankers, insurance
companies, consultants and advisors of the Company. Your Directors
place on record their appreciation of the dedicated and sincere
services rendered by the employees of the company.
For and on Behalf of the Board of Directors
Ahmedabad Sd/-
23rd June, 2012 Bhagwandas K. Patel
Chairman & Managing Director
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 21st Annual Report
together with the audited accounts of the Company for the year ended
March 31, 2011.
FINANCIAL RESULTS
PARTICULARS YEAR ENDED ON YEAR ENDED ON
MARCH 31, 2011 MARCH 31, 2010
Sales And Other Income 65,38,79,909 64,10,33,195
Profit Before Depreciation
& Prel. Exps W/Off 9,97,53,753 8,96,39,098
Less : Depreciation 1,49,62,241 1,44,71,805
Preliminary Expenses
Written Off 0 0
Profit Before Tax 8,47,91,512 7,51,67,293
Less : Provision for Taxation
Current Income Tax A/c 2,10,39,000 1,94,00,000
Deferred Income Tax A/c 72,13,685 72,66,063
Fringe Benefit Tax 0 0
Net Profit After Tax 5,65,38,827 4,85,01,229
Add : Balance of Profit
of Previous Year 8,00,39,175 5,17,73,237
Add / (Less) :
Taxation of earlier years (5,79,508) 5,45,457
Profit Available for
Appropriation 13,71,57,509 9,97,29,010
Less : Appropriations :
Transfer to General Reserve 50,00,000 24,60,000
Proposed Dividend 1,69,92,674 1,47,26,984
Tax on Dividend 28,22,271 25,02,851
DIVIDEND & RESERVES
Your Directors are pleased to recommend dividend of 15% i.e. Rs. 1.50
each on 11328449 equity shares of Rs. 10/- each, for your final
approval. The total outflow on dividend will be Rs. 1,69,92,674 and tax
on dividend Rs. 28,22,271. The proposed dividend is tax free in the
hands of shareholders. Appx. 9% of the Net Profit Rs. 50,00,000 has
been transferred to General Reserves.
COMPANY'S OPERATIONS
Information on operational and financial performance, etc. of the
Company for the financial year is given in the Management Discussion
and Analysis which is setout as Annexure B to the directors' Report.
DIRECTORS
Shri Ashishbhai R. Joshi joined the Board as Additional Director in
29.12.2010. Further, during the year, Shri Harishbhai K. Shah, and Shri
Shashikant P. Patel, Directors, resigned to act as directors of the
Company w.e.f. 08.11.2010 and 28.05.2011 respectively.
The Board wishes to place on record its appreciation for the guidance
and valuable services rendered by Shri Harishbhai K. Shah and Shri
Shashikant P. Patel during their tenure as members of the Board.
Shri Jagdishbhai S. Shah and Shri Vishnubhai G. Patel, Directors of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for reappointment. Particulars of the
directors being appointed/re-appointed, as required under clause 49 of
the listing agreement with the Stock Exchange, are given in Notice /
Explanatory Statement convening the ensuing 21st Annual General
Meeting, forming part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 it is hereby confirmed :
- that in the preparation of the annual accounts for the financial year
ended 31st March 2011, the applicable accounting standards have been
followed and that there are no material departures;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit /
loss of the Company for the year under review;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
- that the Directors have prepared the accounts for the financial year
ended 31st March, 2011 on a going concern basis.
CORPORATE GOVERNANCE
In terms of clause 49 of listing agreement with the Stock Exchange, a
certificate from Auditors of the Company on compliance of conditions of
Corporate Governance is annexed to the Annual Report. A report on
Corporate Governance as provided in clause 49 of the Listing Agreement
is included in the Annual Report.
PARTICULARS OF EMPLOYEES
There was no employee drawing salary in excess of limits described
under Section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information to be disclosed under Section 217 (1) (e) of the
Companies Act, 1956 read with Companies (Disclosure of Particulars in
The Report of Board of Directors) Rules, 1988, are set out in Annexure
A to this Report.
FIXED DEPOSITS
The company has complied with the provisions of Section 58A of the
Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,
1975.
INSURANCE
The Company has made necessary arrangements for adequately insuring its
insurable interests.
SUBSIDIARY COMPANIES & CONSOLIDATED FINANCIAL STATEMENT
The Ministry of Corporate Affairs, Government of India vide its General
Circular No. 2/2011 dated 8th February, 2011 has granted a general
exemption under Section 212(8) of the Companies Act, 1956 from
attaching the accounts along with the report of the Board of Directors
and Auditors as required by section 212(1) of the Companies Act, 1956
and as such the accounts of its Subsidiary, Dynamic Overseas (India)
Pvt. Limited are not annexed herewith. The Board has reviewed the
affairs of the said subsidiary.
The Company will provide the annual accounts of its subsidiary
companies and the related detailed information on the specific request
made by the shareholders and the said accounts are open for the
inspection at the registered office of the Company during office hours
on all working days, except Sundays and holidays, between 2.00 p.m. to
4.00 p.m.
As required under Clause 32 of Listing Agreement with the Bombay Stock
Exchange Limited and in accordance with the requirements of Accounting
Standard AS-21 issued by the ICAI, the Company has prepared
Consolidated Financial Statements of the Company. The audited
consolidated financial results include results of its subsidiary
company Dynamic Overseas (India) Pvt. Limited and are included in
Annual Report.
LIMITED LIABILITY PARTNERSHIP
The Company has become partner in Vishwas Organizers, LLP to pursue its
other objects pertaining to real estate activity. During the year the
Company has invested Rs. 1,50,00,000 in the said LLP.
AUDITORS AND AUDITORS REPORT
Your Company's auditors M/s Shah Rajesh & Associates, Chartered
Accountants, are due to retire at the ensuing Annual General Meeting
and are eligible for re-appointment.
The Company has received letter from M/s Shah Rajesh & Associates,
Chartered Accountants, to the effect that their reappointment, if made,
would be within the prescribed limits under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of Section 226 of the said Act.
The Notes on Accounts referred to in the Auditors' report are
self-explanatory and do not call for any further comments.
ACKNOWLEDGEMENT
The Board wishes to express appreciation and place on record its
gratitude for the faith reposed in and co-operation extended to the
Company by all customers, vendors, investors, bankers, insurance
companies, consultants and advisors of the Company. Your Directors
place on record their appreciation of the dedicated and sincere
services rendered by the employees of the company.
For and on Behalf of the Board of Directors
Sd/-
Bhagwandas K. Patel
Chairman & Managing Director
Ahmedabad
28th May, 2011