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Directors Report of Dynemic Products Ltd.

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

 
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