BOARDS' REPORT Dear Shareholders, Your 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. 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 Bhagwandas K. Patel Managing Director Dixitbhai B. Patel Director Ahmedabad 8th August, 2015 |