Dear Shareholders,
Your Directors have pleasure in presenting the 33rd Annual Report together with the
audited Statement of Accounts of the Company for the year ended March 31, 2023.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
Year ended 31st March23 |
Year ended 31st March22 |
Year ended 31st March23 |
Year ended 31st March22 |
Revenue from Operations |
28813 |
24264 |
28855 |
24264 |
Other Operating Income |
728 |
928 |
736 |
928 |
Total Income from Operations (net) |
29541 |
25192 |
29591 |
25192 |
Other Income |
34 |
28 |
38 |
30 |
Total Income |
29575 |
25220 |
29629 |
25222 |
Profit before Interest, Depreciation & Amortization and Tax
Expenses |
2891 |
4300 |
2914 |
4299 |
Finance Cost |
1610 |
845 |
1611 |
845 |
Depreciation & Amortization |
1675 |
1127 |
1675 |
1127 |
Profit Before Tax |
(394) |
2328 |
(372) |
2327 |
Provision for Current Tax |
0 |
95 |
6 |
95 |
Provision for Deferred Tax |
(33) |
803 |
(84) |
803 |
Total Tax |
(33) |
898 |
(78) |
898 |
Profit after Tax |
(361) |
1430 |
(294) |
1429 |
Other Comprehensive Income |
(6) |
(17) |
(6) |
(17) |
Total Comprehensive Income / (Expenses) |
(367) |
1413 |
(300) |
1412 |
RIGHTS ISSUE
The Board of Directors of your Company at its meeting held on 26th April, 2022 inter
alia considered and approved the raising of funds by way of Rights Issue for an amount not
exceeding Rs. 25.48 Crore. Your Company evaluated various options and was of the view that
rights issue was an equitable mode of fund raising as it gives its shareholders an equal
opportunity to participate in the growth of the Company. The purpose/object to raise
capital was to meet General Corporate Purposes. Accordingly, your Company came out with
Issue of 5,66,422 fully paid up equity shares of face value of Rs.10/- each (the
"rights equity shares") for cash at a price of Rs.225/- per rights equity share
(including a premium of Rs.220/- per rights equity share) not exceeding Rs.2548.90 Lakhs
on a Rights basis to the existing eligible equity shareholders in the ratio of 1 Rights
equity shares for every 20 fully paid-up equity shares held by the eligible equity
shareholders on the record date, that was on Friday, May 13, 2022 (the "issue").
The Rights Issue opened on May 25, 2022 and closed on June 08, 2022.
The company received bids for 3,65,664 number of Rights Equity shares. The Company had
issued and allotted 3,65,664 partly paid-up equity shares of Rs. 10/- each of the Company
on rights basis, in the ratio of 1 equity share for every 20 equity shares held, to
eligible equity shareholders of the Company at an issue price of Rs. 450/- per fully
paid-up equity share (including a premium of Rs. 440/- per equity share). An amount
equivalent to 50% of the issue price viz. Rs. 225 per equity share was received on
application.
Board of Directors of the Company vide their meeting dated December 3, 2022, issued
First and Final Call Money Notice dated December 13, 2023 to all shareholders holding
partly paid up equity shares requesting the shareholder to pay the remaining Call Money of
the partly paid shares allotted. The payment for aforesaid Call Money for payment of Call
Money was open from December 19, 2022 to January 2, 2023, giving 15 days time for the
payment. Company received Call money on 3,35,135 shares out of total 3,65,664 shares.
Again Rights Issue Committee of Board of Directors vide their meeting dated February 4,
2023, issued Final Demand cum Forfeiture Notice dated February 4, 2023 to all shareholders
who didnt make the payment for the First and Final Call Money and holding partly paid up
equity shares again requesting the shareholder to pay the remaining Call Money of the
partly paid shares allotted. The payment for aforesaid Call Money for payment of Call
Money was open from February 15, 2023, to March 1, 2023, giving 15 days time for the
payment. Company received Call money on 14,803 shares out of total 30,529 shares.
Board of Directors vide their meeting dated April 21, 2023, forfeit partly paid up
equity shares of such shareholders from whom the balance money on 15,726 shares was not
received. Further, Company has also received the BSE approval for forfeiture of shares
vide their letter dated May 10, 2023. The Company has complied with all the applicable
regulatory provisions, rules and regulations in respect of the rights issue, call money
and forfeiture of shares.
DIVIDEND
Your Directors, after considering the financial performance has decided not to
recommend dividend for the year under review.
The Company was not require to transfer any Unpaid Dividend to Investor Education &
Protection Fund (IEPF) during the year under review.
COMPANYS 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 E to the Boards Report.
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 to Dynemic Foundation. 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. Shri Jagdish S. Shah and Shri Shankarlal B. Mundra are retiring from the
second term on 31st March, 2024 as an
independent directors. Based on the recommendations of the Nomination and Remuneration
Committee, the Board of
Directors of the Company accords consent of members for appointment of Shri Vikash Jain
and Shri Iyengar Padmanabhan as an Independent Director of the Company for a term of 5
(five) years with effect from April 1, 2024 to March 31, 2029 (both days inclusive).
During the year under review Ms. Amisha Patel, CFO resigned on 12.09.2022 and Mr. Ankit
Shah was appointed as CFO wef 13.09.2022.
Nomination and Remuneration Policy
Companys 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 7 (Seven) times respectively on 26.04.2022, 30.05.2022,
09.08.2022, 13.09.2022, 14.11.2022, 03.12.2022 and 13.02.2023 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. Directors and Officers Liability Insurance Policy The Company has a
Directors and Officers Liability Insurance Policy which
protects Directors and Officers of the Company for any breach of fiduciary duty.
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
company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
The following is a summary of sexual harassment complaints received and disposed off
during the year.
• No. of complaints filed during the financial year - NIL
• No. of complaints disposed off during the financial year - Not Applicable
• Number of complaints pending as on end of the financial year - NIL 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 March 31,
2023, 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 March 31,
2023 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
arms 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. Prior Omnibus approval of the Audit Committee is
obtained on yearly basis for the transactions which are of a foreseen and repetitive
nature. 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 Companys
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.
Disclosure of transactions with promoter / promoter group holding 10% or more
shareholding. (in Lacs)
Nam e of Promoter |
Transaction Type |
Amount |
Shri Bhagwandas K. Patel
Number of shares - 1267541 (10.85%) |
Remuneration |
85.47 |
Transactions with related parties are disclosed in Note No. 38 to the Annual Financial
Statements.
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 March 31, 2023. Further, it is
hereby confirmed that there has been no change in the nature of business of the Company.
AUDITORS :-
(A) STATUTORY AUDITOR :-
M/s B. K. Patel & Co., Chartered Accountants were appointed as Statutory Auditors
of your Company at the Annual General Meeting held on September 29, 2022 for a term of
five consecutive years. The Companies (Amendment) Act, 2017 has
waived the requirement for ratification of the appointment by the members at every AGM.
Hence, the approval of the members is not being sought for the re-appointment of the
Statutory Auditors.
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 P. Pathak & Company, 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 March 31, 2023. The Secretarial
Audit Report contains qualification remark.
The explanation on comments / observation(s) in the Secretarial Audit Report are as
under -
(a) The Company has not submitted the Statement of Deviation(s) or Variation(s) for the
September, 2022 Quarter, and delayed submission for December, 2022 Quarter as there was no
Deviation(s) or Variation(s) in the use of proceeds as Regulation 32(1)(a) says that the
statement of deviation is require to file, indicating deviations, if any. However, on
receipt of observation from BSE the company has submitted such statement on 20/04/2023 for
December, 2022 Quarter.
(b) As per the disclosure requirement of Regulation 34, the email / dispatch of annual
report was completed on 3rd September, 2022 at 8.31 pm (after office hours) by RTA i.e.
Bigshare Services Private Limited and 4th September, 2022, being Sunday, the disclosure to
the Stock Exchange(s) was made on next working day i.e. Monday, 05th September, 2022
simultaneously. The Company has made request by letter / mail to NSE & BSE for waiver
of fine amount on 31/10/2022.
Further, in response to BSE Regret letter / mail on 03/04/2023 for waiver of fine
levied, the Company has made request by way of letter / mail dtd.07/04/2023 on the basis
of impossibility of compliance under the Guidance Note on SEBI Circular dated January 22,
2020 read with Policy for exemption of fines levied as per the provisions of the SEBI SOP
Circular.
The Company is waiting for the reply from BSE & NSE.
The said policy has specified uniform carve outs for SOP fines and provides that the
Company would be required to disclose to the Exchange, the events that prevent / impact
filing of compliances as mentioned in Listing Regulations, as amended from time to time,
either immediately or as soon as practically possible.
(c) There were two instances of violation of Code of Conduct for Prohibition of Insider
Trading during the closure of window period. The Compliance Officer has issued warning
letters for such violation and waived the penalty. The relevant details are as under :
Mr. Jayantilal K Patel, one of the designated person / Promoter has bought 502 shares
during the period 06/01/2023 to 13/01/2023 and bought 500 shares during the period
20/01/2023 to 27/01/2023.
The Compliance Officer has issued show cause notice on 16/01/23 and on 30/01/23 to Mr.
Jayantilal K. Patel Designated Person / immediate relatives of Designated Person for
violation of Code of Conduct for prohibition of insider trading. The concern Designated
Person / immediate relatives of Designated Person has replied to show caused notice on 19/
01/2023 and 04/02/2023. The Compliance Officer has issued warning letter on 19/01/2023 and
on 04/02/2023 respectively for each violation and waived the penalty on the grounds namely
- the violation is unintentional and the concern person has not in possession of any UPSI.
The Company has informed/ reported to the stock exchanges, in the standardize format, the
aforesaid instances of violations of the Code of Conduct in accordance with Clause 13 of
Schedule B of the PIT Regulations, 2015 r/w. SEBI Circular dtd.23/07/20
(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 2023-2024. 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.
ANNUAL RETURN:
In accordance with the provisions of Section 92(3) of the Act, Annual Return of the
Company as on March 31, 2023 is hosted on the website of the Company at
http://www.dynemic.com/db/uploads/5m779853887.pdf
RISK MANAGEMENT :
In compliance with the provisions of Regulation 21 of SEBI LODR Regulations, the Board
of Directors has constituted a Risk Management Committee. The details of Committee and its
terms of reference are set out in the Corporate Governance Report forming part of the
Boards Report.
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 Practicing Company Secretary 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 2022-23 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 Auditors 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 -D.
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 Companys 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
Business Responsibility and Sustainability Report (BRSR)
The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report
for the top 1,000 listed entities based on market capitalization. Since your Company is
not in Top 1,000 Companies by Market Cap hence the said report is not applicable to the
Company.
GENERAL
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys 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 |
August 14, 2023 |
Managing Director Director |
+91-9892691696
