dynamic industries ltd share price Directors report

Dear Members,

Your directors have pleasure in presenting their 34^th (Thirty Fourth) Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended on 31st March, 2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

Particulars	Year ended	Year ended
	31-03-2023	31-03-2022
Total Revenue	4672.31	5454.44
Profit Before Depreciation and Tax	246.03	287.56
Depreciation	90.26	96.71
Profit (Loss) before tax	155.77	190.85
Less: Tax Expenses	41.71	49.55
Net Profit (Loss) for the year	114.06	141.29

2. PERFORMANCE:

Sales decreased by 14.33% from Rs. 5454.44 lakhs to 4672.31 lakhs mainly due to lower volume Sales, primary on account of the demolished of the one of the plants out of the two plants of the Company and the same plant was working on only 30 % capacity of Production during the year. After the initial demonization of Plant, the company recorded quarter on quarter decrease in sale volume. However, in the Current year company has construct a new plant after fully demonization of old Plant. The Profit Before Tax decreased by 18.25% from Rs. 190.85 lakhs to 155.77 lakhs. Further the situation of heavy pressure on margin, acute competition and economic slowdown continued in the year. Moreover, the Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.

3. DIVIDEND:

Your directors are pleased to recommend the dividend @ 10% (^1.00/- per equity share) on equity shares oR10.00 each for the year ended 31stMarch, 2023. The total dividend pay-out shall be ^30.28 Lacs.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value oR10.00 each. The authorized share capital of the company is ^350.00 Lacs divided into 35,00,000 equity shares of ^10.00 each. The paid-up share capital of the company is ^302.85 Lacs divided into 30,28,500 equity shares of ^10.00 each.

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. RESERVES:

The Board decided not to transfer any amount out of the profit for the year to general reserves.

6. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. FUTURE OUTLOOK:

The Company expects the market for chemicals and dyes will significantly contribute to the Indian Chemical Industrys growth. Accordingly, Company is taking effective steps to improve operational efficiency to maintain the growth.

The Board of Directors has identified material impact on the operations and financials of the company as at March 31, 2023 due to demonization of one of the Plant situated in the Company. However the Company has completed the set up of the new plant in the current year 2023-24. The Company has invested further in equipments and machineries so as enhance the capacity of Production. The Company upgraded many of its processes and operations by imbibing new technology using more efficient equipment and automation.

With Indias ever growing requirements of energy and capacity addition planned by the Government through various initiatives, demand remained in line with the previous year trend, there exists substantial opportunity for future growth as the Companys products are geared up for the requirements. However, trade tensions among major economies impacted global growth prospects and has larger concerns on slowing down of world trade. Accordingly the company is executing the strategies to mitigate the impact of slowdown of trade

8. UNCLAIMED DIVIDEND:

As on 31^st March, 2023, dividend amounting to ^ 7.50 Lacs has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrar, Link Intime India Pvt. Ltd., for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 27^thSeptember, 2022 (date of the last Annual General Meeting) on the website of the Company (www.dynaind.com). as also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

9. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Company do not have any subsidiary/associate company.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

14. MEETING OF BOARD OF DIRECTORS:

During the year under the review, 5 (Five) Board Meetings were held, with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made thereunder. Details of Board and Board Committee Meetings held during the year are given in the Corporate Governance Report.

Board meeting dates are finalized in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

15. ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the weblink: http: //dynaind.com/investors_zone.html.

16. INSURANCE:

All the Properties of the Company are adequately insured.

17. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions entered between the Company, Directors, management, or their relatives except for those disclosed in the financial statements.

All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2022-23 were in the ordinary course of business and on an arms length basis as disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to as disclosed in the financial statements in Section 188(1) in Form AOC-2 is attached herewith as ANNEXURE-II.

The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the SEBI (LODR) Regulation.

The company has formulated a policy on "Materiality of Related Party transactions and on dealing with Related Party Transactions" and the same is on the companys website at http://www.dynaind.com/investor zone/Policies/Related%20Party%20Transaction%20Policy.pdf

The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.

18. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Neeraj Shah (DIN:05112261) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for reappointment.

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 Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Harin Dhanvantlal Mamlatdarna as Chairman and Whole-time Director, Mr. Neeraj Shah as Managing Director, Mr. Apurva Kamleshbhai Modi as Whole-time Director, Mr. Kalpesh Chandulal Patel as Chief Financial Officer.

Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and incentive pay reflecting short and long-term performance objectives of the employees in line with the working of the Company and its goals.

Resignations and Appointment

Mr. Gaurav Jani Company Secretary has tendered his resignation on 28^th March, 2023. Further, Ms. Ashna Pahwa was appointed as Whole Time Company Secretary in Board of Company with effect from 02^nd May, 2023 and was resigned as Whole time Secretary with effect from 30^th June, 2023.

Reappointments of Director

As per the provisions of the Companies Act, 2013, Mr. Neeraj Shah, who has been longest in the office, retires by rotation at the ensuing AGM and, being eligible, and seeks reappointment. The Board recommends his reappointment.

19. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.

20. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

21. MANAGERIAL REMUNERATION

Details of remuneration paid / payable to the Directors for Financial Year 2022-2023

Name	Salary and Perquisites F.Y.2022-23	Commission	Shares issued under ESOP	Details of service contracts: notice period and severance fees
Harin D. Mamlatdarna	40.19	Nil	Nil	Special Resolution,
Neeraj Shah	30.53	Nil	Nil	tenure from 1st
Apurva Modi	3.00	Nil	Nil	October, 2021, valid up to 30th September, 2024; no Notice period and no severance fees.

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as ANNEXURE-III.

22. INDEPENDENT DIRECTORS DECLARATION:

The Company has received the necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board of Directors confirms that in their opinion, the independent directors fulfill all the conditions specified in 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the management.

The Company has also received a certificate from Mr. Chintan K. Patel a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Familiarization Programme for Independent Directors: The Company has an ongoing programme where Directors in the course of meetings of the Board of Directors give information about developments and amendments in legal and regulatory areas which include mandatory disclosures and fair disclosures stated under SEBI (LODR) Regulations, 2015 (herein referred to as "Listing Regulation"), Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them to effectively discharge their roles, rights and responsibilities in the Company.

The Company has uploaded the details of the above on the website of the company i.e. www.dynaind.com.

23. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its committees.

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

24. AUDITORS:

A. Statutory Auditors

The Audit Report for the financial year end 31^st March, 2023 given by the M/s. G .K. CHOKSI & Co., Chartered Accountants (Firm registration number 101895W). M/s. G .K. CHOKSI & Co., Chartered Accountants was appointed at the Annual General Meeting held on 27^th September, 2022 for the period of 5 years. The Report given by the Auditors on the financial statements year ended 31^st March 2023 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chintan Patel, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure IV. There is no qualification, reservation or adverse remark in the report.

25. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. VKJD & Associates, Chartered Accountant vide (FRN 128985W) as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

26. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case any of these risks materialize.

27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct.

The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.

None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company ceases to be a company covered under sub-section (1) of section 135 of the Act and hence Company is not required to comply with the provisions contained in sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub-section (1) of section 135 of the Act.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made thereunder, your Company has assigned the responsibilities to Sexual Harassment Committee. During the year, no complaint with allegations of sexual harassment was filed against the Company.

30. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has also adopted a Policy and Procedure for Inquiry in Case of Leak of Unpublished Price Sensitive Information. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

31. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-

i. In the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) had been followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 31^st March, 2023 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and

v. 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.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. CORPORATE GOVERNANCE:

As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance. Report on Corporate Governance is given elsewhere in this Annual Report, herewith attached as ANNEXURE V.

The Company has also complied with all the mandatory Secretarial Standards issued by The ICSI (Institute of Company Secretaries of India).

33. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is appended to the report on Corporate Governance., herewith attached as Annexure VI.

34. RELATED PARTY DISCLOSURE:

Related Party discloser as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report of Director herewith attached as Annexure VII.

35. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

36. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.