Directors Report of Dynamic Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 36^th Annual Report together with the Audited financial statements of the
Company for the Financial Year ended 31^st March, 2025

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

The summary of your Company''s financial performance on standalone basis is given below :

Financial Results		['' in Lakhs]
Particulars	Year Ended	Year Ended
	31-03-2025	31-03-2024
Total Revenue	7305.96	3628.53
Profit before Depreciation and Tax	406.67	76.51
Depreciation	202.32	117.63
Profit / (Loss) before Tax	204.15	(41.12)
Less : Tax Expenses	45.58	(11.17)
Net Profit / (Loss) for the year	158.57	(29.95)

2. PERFORMANCE :

The Company has achieved a significant growth in its operational performance during the financial year ended 31^st
March, 2025. Revenue from operations stood at '' 7,305.96 lakhs, reflecting a robust increase of over 100% as
compared to '' 3,628.53 lakhs in the previous financial year. Notably, the Company reported a net profit of '' 158.57
lakhs during the year, marking a strong turnaround from a net loss of '' 29.95 lakhs in the previous financial year. The
growth was primarily driven by improved demand across key product segments, operational efficiencies, and
expansion in both domestic and export markets. The Company continues to strengthen its position in the chemical
industry by focusing on product diversification, quality enhancement and customer-centric strategies.

3. RESERVES :

The Company has not transferred any amount to reserves during the year.

4. DIVIDEND :

Your directors recommended a dividend of '' 1 (10%) per Equity Share of the nominal value of '' 10.00 each for the year
ended on 31^st March, 2025 to be paid subject to the approval of the members at the ensuing Annual General Meeting.

5. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of '' 10.00 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.

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 chemical industry is undergoing significant transformation, driven by advancements in technology, changing
customer demands, and improved operational practices. The Company, being a leading manufacturer of direct dyes
and acid dyes, is well-positioned to benefit from these changes.

Looking ahead, our strategic focus will be on diversifying into new product categories to meet a wider range of
customer needs and explore new market opportunities. This will not only strengthen our market position but also help
us adapt to evolving industry trends.

The Company has successfully stabilized its manufacturing plant located at Plot No. 125, G.I.D.C., Vatva,
Ahmedabad, by implementing modern technologies and improving infrastructure. This has enhanced our production
capabilities and efficiency.

Going forward the Company is committed to:

• Improving operational efficiency and productivity;

• Introducing innovative and value-added products;

• Expanding our presence in domestic and international markets;

• Strengthening customer relationships through quality and service;

• Adopting sustainable practices and complying with environmental norms.

With these steps, the Company aims to regain and sustain growth momentum, while creating long-term value for
stakeholders.

8. 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 -II and forms part of this report.

9. 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 these financial statements relate on the date of this report.

10. 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 Company''s operation in future.

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

Company do not have any subsidiary/associate company.

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

No loan, guarantee or security has been provided by the Company during the year under review. Details of
Investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. MEETING OF BOARD OF DIRECTORS:

During the Financial Year 2024-2025, the Company held 6 (Six) board meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI
LODR were adhered to while considering the time gap between two meetings.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	28-05-2024	6	6
2	19- 07-2024	4	4
3	13-08-2024	4	4
4	28-10-2024	4	4
5	11-11-2024	5	5
6	05-02-2025	5	5

14. 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: https://www.dvnaind.com/investor-relations.html#left-tab2

15. INSURANCE:

Your Company has adequately insured all its properties including Plant and Machinery, Building and Stocks.

16. 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 2024-25 were in the ordinary course of business and on an arm''s 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-III.

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 company''s website at https://www.dvnaind.com/investor-relations.html#s1|left-
tab6

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

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

Key Managerial Personnel :

As required under Section 203 of the Companies Act, 2013, the Company has

Mr. Neeraj Shah as Managing Director, Mr. Apurva Kamleshbhai Modi as Chairman and Whole-time Director, Mr.
Kalpesh Chandulal Patel as Chief Financial Officer, Ms. Ritu Agarwal as Company Secretary , Mrs. Viraj Darshit Shah
and Aditya Bharat Modi as Independent Directors as on 31^st March, 2025.

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/Re-Appointment

Mr. Kedar Choksi was appointed as Independent Director of the company w.e.f. 11^th November, 2024 and resigned
from the Board as on 08^th February, 2025.

Mr. Apurva Kamleshbhai Modi (DIN:07046796) has been reappointed as a Whole Time Director for a period of 5 (Five)
years commencing from 27^th July 2024 to 26^th July 2029 in the Annual General Meeting held on 10^th September, 2024.

Mr. Neeraj Shah (DIN: 05112261) has been reappointed as a Managing Director for a period of 5 (Five) years
commencing from 27^th July 2024 to 26^th July 2029 in the Annual General Meeting held on 10^th September, 2024.

Mr. Aditya Modi (DIN: 10680803), who was appointed as an Additional Non -Executive Independent Director in the
Board meeting held on 19^th July, 2024 was regularised as an Independent Director (Non-Executive) in the Annual
General Meeting held on 10^th September, 2024.

Mr. Harin Mamlatdarna , Wholetime Director and Chairman of the company was resigned from the Board of the
company w.e.f. 19^th July, 2024.

The term of Mr. Jatinbhai Surti and Mr. Pravinchandra Master, Independent directors of the company was ended on
21^st June , 2024. The Board has took note of the same

18. 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.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Criteria determining the qualifications, positive attributes and independence of Directors.

Independent Directors

• Qualifications of Independent Director.

An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or
more fields of finance, law, management, marketing, administration, corporate governance, operations or
other disciplines related to the Company''s business.

• Positive attributes of Independent Directors.

An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience,
expertise in any specific area of business, integrity, level of independence from the Board and the Company
etc. Independent Directors are appointed on the basis of requirement of the Company, qualifications &
experience, expertise in any area of business, association with the Company etc. He / She should also devote
sufficient time to his/her professional obligations for informed and balanced decision making; and assist the
Company in implementing the best corporate governance practices.

• Independence of Independent Directors.

An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and
SEBI (LODR)Regulations, 2015 and give declaration to the Board of Directors for the same every year.

Other Directors and Senior Management

The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and
experience of the person for appointment as Director or at senior management level and recommend to the Board for
his / her appointment. The Company shall not appoint or continue the employment of any person as Whole-time
Director or Senior Management

Personnel if the evaluation of his / her performance is not satisfactory. Other details are disclosed in the Corporate
Governance Report under the head Nomination and Remuneration

Committee and details of Remuneration (Managing Director / Whole Time Director(s) and

Remuneration Policy:

This Nomination and Remuneration Policy (“Policy”) provides the framework and key guiding principles to be followed
in for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior
management personnel. This Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its
goals.

c) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons
and create competitive advantage. The said Policy is available on the website of the Company.

Managerial Remuneration and Employees :

Managerial Remuneration and Employees Details required pursuant to Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 are enclosed separate as an Annexure IV.

There were no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

20. 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.

21. 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 Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. 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.

22. AUDITORS:

A. Statutory Auditors

M/s. G. K. CHOKSI & Co., Chartered Accountants (Firm registration number 101895W) are the statutory auditors of
the Company. They are appointed for a period of five years, from the conclusion of 34^th AGM till the conclusion of the
39^th AGM (AGM of financial year 2027-28).

The Report given by the Auditors on the financial statement''s year ended 31^st March 2025 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.

The Auditors'' Report to the members for the financial year under review does not contain any qualification, reservation
or adverse remark or disclaimer.

B. Secretarial Auditors

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors as recommended by Audit Committee and subject to
members approval at this AGM, recommended appointment of Mr. Chintan K. Patel Practicing Company Secretary
(C.P No. 11959), as Secretarial Auditors of Company for the term of 5 (five) consecutive years from 1^st April, 2025 to
31^st March, 2030.

Secretarial Audit Report for the financial year ended 31^st March, 2025 issued by Mr. Chintan K. Patel Practicing
Company Secretary in Form MR-3 forms part to this report - as Annexure V. The said report does not contain any
observation or qualification requiring explanation or adverse remark.

23. 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.

24. 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.

25. 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 Company''s 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.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility are not applicable to Company as the company was not fall within
the prescribed limits given under section 135 of the companies Act, 2013. Hence, The Company is not required to
constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

27. 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.

28. 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 Company''s 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.

29. 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, 2025 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.

30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALISIS:

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 as ANNEXURE VI AND ANNEXURE -I respectively.

31. SECRETARIAL STANDARDS:

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

32. CHANGE IN BUSINESS:

No changes have been made in nature of business carried out by company during the Financial Year 2024-25.

33. REPORTING OF FRAUDS:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud
committed in the company by its officers or employees to the Audit Committees and/or Board under the section
143(12) of the Act.

34. GENERAL SHAREHOLDER INFORMATION:

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

35. 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.

For and on behalf of the Board
Dynamic Industries Limited

-Sd/-

Place : Ahmedabad NEERAJ SHAH

Date : 01/08/2025 Managing Director

DIN : 05112261

---

Mar 31, 2024

Your Directors have pleasure in presenting their 35^th Annual Report together with the Audited financial statements of the
Company for the Financial Year ended 31^st March, 2024

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

The summary of your Company''s financial performance on standalone basis is given below :

Financial Results		['' in Lakhs]
Particulars	Year Ended	Year Ended
	31-03-2024	31-03-2023
Total Revenue	3645.80	4691.03
Profit before Depreciation and Tax	76.51	246.03
Depreciation	117.63	90.26
Profit / (Loss) before Tax	(41.12)	155.77
Less : Tax Expenses	(11.17)	41.71
Net Profit / (Loss) for the year	(29.95)	114.06

2. PERFORMANCE :

Revenue from operations for the year ended 31^st March, 2024 aggregated to 3645.80 lakhs as against 4691.03 lakhs
achieved during the previous year. In the previous year, significant progress has been made towards the stabilization
and revitalization of the plant that was demolished. This project is a key part of our strategic plan to enhance
production capabilities and modernize our facilities and that will reflect the profitability of the company.

The stabilization and system setup at the plant was ongoing, with several key milestones anticipated in the coming
year. Our focus will remain on ensuring the highest standards of quality, safety, and efficiency as we continue to
modernize and expand our capabilities. Moreover, the Company continues with its efforts to maintain growth even
during the economic downturn and face new challenges.

3. RESERVES :

The Company has not transferred any amount to reserves during the year.

4. DIVIDEND :

Your directors recommended a dividend of '' 0.5 (5%) per Equity Share of the nominal value of '' 10.00 each for the
year ended on 31^st March, 2024 to be paid subject to the approval of the members at the ensuing Annual General
Meeting. During the year, the unclaimed dividend pertaining to the financial year ending 2015-16 were transferred to
the Investor Education and Protection Fund.

5. SHARE CAPITAL :

At present, the Company has only one class of shares - equity shares with face value of '' 10.00 each. The authorized
share capital of the company is '' 350.00 Lacs divided into35,00,000 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.

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 Chemical industry is on the cusp of transformative changes driven by advancements in technology, shifts in
market demands and evolving operational practices. The Company is leader in manufacturing of direct dyes and acid
dyes. Our strategic focus will be on diversifying into additional categories will enable us to address a wider array of
customer needs and tap into emerging market opportunities. In the year of 2023-24 the Company''s Plant situated at
Plot no 125 at G.I.D.C, Vatva, Ahmedabad has been stabilised with modernize technologies. Accordingly, Company
is taking effective steps to improve operational efficiency to regain the growth momentum. Here are the key points
influencing the future outlook:

Advance through Automation:

The increasing deployment of automation technologies is expected to drive unprecedented levels of efficiency and
precision in our operations. Advance Mechanism, and advanced process control systems will be integral in optimizing
production, reducing downtime, and enhancing overall productivity. Automation will also facilitate more flexible and
responsive manufacturing processes, positioning us to better meet evolving market demands.

Modernization of Facilities

Our commitment to modernizing our plants will continue to be a priority. Upgrading infrastructure with state-of-the-art
technologies and energy-efficient systems will improve operational reliability and environmental sustainability.
Investments in digitalization and smart manufacturing will enable us to achieve higher operational standards, comply
with stringent regulations, and maintain a competitive edge in the industry.

Enhanced Quality Control

Maintaining and enhancing the quality of our products remains a core focus. We will leverage advanced analytical
techniques and rigorous quality control measures to ensure that our stock meets the highest standards. By
implementing robust tracking and tracing systems, we will enhance product integrity and reliability, ensuring
consistent delivery of high-quality products to our customers.

Evolving Workforce Dynamics

The shift towards greater automation will lead to changes in our workforce composition. While certain manual roles
may be reduced, there will be a growing demand for skilled professionals proficient in managing and advancing new
technologies. We are committed to investing in training and development programs to equip our employees with the
skills necessary to thrive in a technologically advanced environment.

Innovation and New Product Development

The pursuit of innovation will drive the introduction of new and advanced products. Our R&D efforts will focus on
developing solutions that address emerging market needs, including advanced chemicals, and specialty products.

In summary, the future of the Dyes industry is marked by rapid technological advancements, modernization efforts,
and a strong focus on quality and innovation. We are poised to leverage these trends to drive growth, enhance
operational efficiency, and meet the evolving needs of our customers and stakeholders.

8. 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 -II and forms part of this report.

9. 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.

10. 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 Company''s operation in future.

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

Company do not have any subsidiary/associate company.

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

No loan, guarantee or security has been provided by the Company during the year under review. Details of
Investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. MEETING OF BOARD OF DIRECTORS:

During the Financial Year 2023-2024, the Company held 5 (Five ) board meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI
LODR were adhered to while considering the time gap between two meetings.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	05/04/2023	6	6
2	25/05/2023	6	6
3	14/08/2023	6	6
4	31/10/2023	6	6
5	12/02/2024	6	6

14. 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://dvnaind.com/investors zone.html.

15. INSURANCE :

Your Company has adequately insured all its properties including Plant and Machinery, Building and Stocks.

16. 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 2023-24 were in the ordinary course of business and on an arm''s 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) inForm AOC-2 is attached herewith as ANNEXURE-III.

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 company''s website at

http://www.dynaind.com/investor zone/Policies/Related%20Partv%20Transaction%20Policv.pdf

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

17. 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. Apurva Kamleshbhai Modi (DIN: 07046796),retires by rotation at the ensuing Annual General Meeting
and being eligible in terms of Section 164 of the Act 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 Regulation 25 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.

Key Managerial Personnel :

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Harin DhanvantlalMamlatdarnaas
Chairman and Whole-time Director, Mr. Neeraj ShahasManaging Director, Mr. Apurva KamleshbhaiModias Whole¬
time Director, Mr. Kalpesh Chandulal Patel as Chief Financial Officer and Ms. Ritu Agarwal as Company Secretary as
on 31^st March, 2024.

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.

Mr. Harin D. Mamlatdarna (DIN: 00536250), Wholetime Director and Chairman, resigned from the services ofthe
Company vide his letter dated 19^th July, 2024.

Mr. Pravin Chandra Master, Independent Director (DIN: 05195587) and Mr. Jatin Surti, Independent Director (DIN:
05195572) resigned from the services ofthe Company vide their letters dated 21^st June,2024.

The Board of Directors has noted and accepted their resignation and they were relieved from the services of
theCompany with effect from the end of 19^th July, 2024.

Based upon the recommendation of Nomination and Remuneration Committee and subject to the approval of
shareholders, Mr. Aditya Modi (DIN :10680803) be and is hereby appointed as an Additional Non-Executive
Independent Director of the Company for the first term of five years with the effect from 19^thJuly,2024.

Reappointments of Director

As per the provisions of the Companies Act, 2013, Mr. Apurva Kamleshbhai Modi (DIN: 07046796), 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.

The Board of Directors at their meeting held on 19^th July, 2024 re-appointed Mr. Apurva Modi (DIN: 07046796) as a
Wholetime Director for a term of 5 (Five) years w.e.f. 27^th July, 2024 to 26^th July, 2029 subject to the approval of the
members at the ensuing Annual General Meeting

The Board of Directors at their meeting held on 19^th July, 2024 re-appointed Mr. Neeraj Shah (DIN:05112261) as a
Managing Director on the Board of Directors of the Company for a term of 5 (Five) years w.e.f. 27^th July, 2024 to
26^thJuly, 2029subject to the approval of the members at the ensuing Annual General Meeting.

The resolutions proposing the appointment and reappointment of the Directors areset out in the notice convening
Annual General Meeting for approvalof members. The Board recommends for approval of the same.

Brief resume of the director who is proposed to be reappointed atthe ensuring Annual General meeting, as required
as per SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 and Secretarial Standard is
provided in the notice conveningthis Annual General Meeting of the Company.

18. 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.

19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Criteria determining the qualifications, positive attributes and independence of Directors.

Independent Directors

• Qualifications of Independent Director.

An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or
more fields of finance, law, management, marketing, administration, corporate governance, operations or other
disciplines related to the Company''s business.

• Positive attributes of Independent Directors.

An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience,
expertise in any specific area of business, integrity, level of independence from the Board and the Company etc.
Independent Directors are appointed on the basis of requirement of the Company, qualifications& experience,
expertise in any area of business, association with the Company etc. He / She should also devote sufficient time
to his/her professional obligations for informed and balanced decision making; and assist the Company in
implementing the best corporate governance practices.

• Independence of Independent Directors.

An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.

The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and
experience of the person for appointment as Director or at senior management level and recommend to the Board for
his / her appointment. The Company shall not appoint or continue the employment of any person as Whole-time
Director or Senior Management Personnel if the evaluation of his / her performance is not satisfactory. Other details
are disclosed in the Corporate Governance Report under the head Nomination and Remuneration Committee and
details of Remuneration (Managing Director / Whole Time Director(s) and Non-Executive Directors) are attached as a
separate Annexure- IV to this Report.

Remuneration Policy:

This Nomination and Remuneration Policy (“Policy”) provides the framework and key guiding principles to be
followed in for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior
management personnel. This Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company
and its goals.

c) To retain, motivate and promote talent and to ensure long terms ustainability of talented managerial persons
and create competitive advantage. The said Policy is available on the website of the Company.

20. 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.dvnaind.com.

21. 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 Three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. 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.

22. AUDITORS :

A. Statutory Auditors

M/s. G. K. CHOKSI & Co., Chartered Accountants (Firm registration number 101895W)are the statutory auditors of
the Company. They are appointed for a period of five years, from the conclusion of 34^th AGM till the conclusion of the
39^th AGM (AGM of financial year 2027-28).

The Report given by the Auditors on the financial statement''s year ended 31^st March 2024 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.

The Auditors'' Report to the members for the financial year under review does not contain any qualification,
reservation or adverse remark or disclaimer.

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 V.There is no qualification, reservation or adverse
remark in the report.

23. 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.

24. 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.

25. 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 Company''s 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.

26. 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.

27. 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.

28. 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 Company''s 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.

29. 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^stMarch, 2024 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.

30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS :

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 as ANNEXURE VI AND ANNEXURE -I respectively.

31. SECRETARIAL STANDARDS :

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

32. CHANGE IN BUSINESS :

No changes have been made in nature of business carried out by company during the Financial Year 2023-24.

33. ORDER PASSED BY REGULATORY BODIES OR COURTS :

No regulatory body or court or tribunal passed any significant and material orders impacting the going concern status
of the company.

34. REPORTING OF FRAUDS :

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud
committed in the company by its officers or employees to the Audit Committees and/or Board under the section
143(12) of the Act.

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.

By Order of the Board of Directors
-Sd/-

NEERAJ SHAH

Place : Ahmedabad Managing Director

Date : 13-08-2024 DIN : 05112261

---

Mar 31, 2018

DIRECTORS’ REPORT

Dear Members,

The Directors have pleasure in presenting their 29^th (Twenty Ninth) Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2018

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

Financial Results		[Rs, in Lacs]
Particulars	Year Ended	Year Ended
	31-03-2018	31-03-2017
Total Revenue (Net of Excise Duty)	5897.23	4642.05
Profit before Depreciation and Tax	527.89	341.33
Depreciation	99.95	86.08
Profit (Loss) before Tax	427.94	255.25
Less : Tax Expenses	127.68	78.51
Net Profit (Loss) for the year	300.26	176.74

2. PERFORMANCE :

During the year under review, the Company has earned higher profit compared to the previous year. The margins have improved in this year. Total Revenue stood at Rs,5,897.23 Lacs from Rs,4,642.05 Lacs i.e. increase of 27.04% in the total revenue of the Company as compared to previous year and due to increase in total revenue the Net Profit for the year under review increased from Rs,176.74 Lacs to Rs,300.26 resulting in increase of about 69.89% of Net Profit of the Company. Overall Performance of the Company has improved as compared to previous year.

Further, 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 @ 15% (Rs,1.50/- per equity share) on equity shares of Rs,10.00 each for the year ended 31st March, 2018. The total dividend pay-out excluding dividend distribution tax shall be Rs,45.43 Lacs.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs,10.00 each. The authorized share capital of the company is Rs,350.00 Lacs divided into 35,00,000 equity shares of Rs,10.00 each. The paid up share capital of the company is Rs,302.85 Lacs divided into 30,28,500 equity shares of Rs,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 has transferred Rs,1641.74 Lacs from Revaluation Reserve to General Reserve Account in Balance Sheet as at 1st April 2016 to prepare Ind AS compliant financial statements.

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 to grow moderately. Company is taking effective steps to improve operational efficiency to maintain the earnings.

India’s stable macroeconomic environment and strong growth outlook stand out relative to other emerging markets. With the adoption of Goods and Service Tax (GST), Indian Markets will witness new era of business. This will lead to more organized and growth oriented economy.

With India’s ever growing requirements of energy and capacity addition planned by the Government through various initiatives, though demand is subdued at the moment, there exists substantial opportunity for future growth as the Company’s products are geared up for the requirements.

8. UNCLAIMED DIVIDEND:

As on 31st March, 2018, dividend amounting to Rs,3.75 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 14th August, 2017 (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.iepf.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: There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

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 Company’s operation in future.

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

The Company has a Wholly Owned Subsidiary Company Named Neo Farbe Private Limited (CIN: U24100GJ2013PTC073930). Details relating to Subsidiary Company are provided in AOC-1 given with Consolidated Financial Statements. The statement also provide the details of performance and financial positions of Subsidiary.

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, 4 (Four) 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. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

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 2017-18 were in the ordinary course of business and on an arm’s length basis.

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

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 company’s 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. Dipakkumar Navinchandra Choksi (DIN: 00536345) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had, pursuant to the provisions of Regulation 17 read with Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with Stock Exchange, appointed Mr. Jatinbhai Biharilal Surti (DIN: 05195572), Mr. Pravinchandra Devidas Master (DIN: 05195587), Mr. Raghavdas Hiralal Lakhmani (DIN: 05304347) & Ms. Viraj Darshit Shah (DIN: 07220630), as an Independent Directors of the Company.

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. Dipakkumar Navinchandra Choksi as Chairman and Whole-time Director, Mr. Harin Dhanvantlal Mamlatdarna as Vice-Chairman and Managing Director, Mr. Dinesh Jasraj Jain as Whole-time Director, Mr. Punit Leelaram Chhattani as Chief Financial Officer, and Mr. Ganesh Rajaram Temkar (w.e.f. 14th December, 2017) as Company Secretary under Key Managerial Personnel of the Company.

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

There is change in the constitution of Board of Directors, Mr. Raghavdas Hiralal Lakhmani (DIN: 05304347) has tendered his resignation on 29th May, 2018 as Independent Director Due to personal reason.

Mr. Harsh Rameshbhai Hirpara Company Secretary has tendered his resignation on 7th October, 2017. Reappointments

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

As per the provisions of the Companies Act, 2013, consent of members hereby accorded to re-appoint Mr. Jatinbhai Biharilal Surti and Mr. Pravinchandra Devidas Master to the office of Independent Director, for the second term of five consecutive years from 14th August, 2018 to 13th August, 2023.

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 2017-2018

['' in Lacs]

Name	Salary and Perquisites F.Y. 2017-18	Commission	Shares issued under ESOP	Details of Service contracts; notice period and severance fees
Dipakkumar N. Choksi	35.95	Nil	Nil	Special Resolution dt. 14-08-2017, valid up to 30-09-2019; no Notice period and no severance fees
Harin D. Mamlatdarna	37.01	Nil	Nil
Dinesh J. Jain	10.43	Nil	Nil

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 - IV.

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.

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

M/s. Ashok K. Bhatt & Co., Chartered Accountants (Firm registration number 100657W) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 14th August, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from Ashok K. Bhatt & Co., Chartered Accountants, Ahmadabad (FRN 100657W) that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to ratify the appointment of Ashok K. Bhatt & Co., Chartered Accountants, Ahmadabad (FRN 100657W) to audit the accounts of the Company for the financial year 2018-2019.

The Report given by the Auditors on the financial statements year ended March 2018 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, Ahmadabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure V

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 and new capital investments return. 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 Company’s 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 for three consecutive financial years 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 Company’s 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 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 accounting standards 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 31stMarch, 2018 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 there under 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 VI.

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 VII.

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 VIII.

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.

By Order of the Board

Place : Ahmedabad ^-Sd/-

^{Date : 30 May 2018} DIPAKKUMAR CHOKSI

Chairman and Whole Time Director

DIN : 00536345

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 26th (Twenty Sixth) Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2015

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

Financial Results [Rs. in Lacs]

Particulars Year Ended Year Ended 31-03-2015 31-03-2014

Total Revenue 7,050.11 10,475.49

Profit before Depreciation and Tax 492.66 646.73

Depreciation 99.46 68.59

Profit (Loss) before Tax 393.20 578.14

Less : Tax Expenses 168.14 178.55

Net Profit (Loss) for the year 225.06 399.59

2. PERFORMANCE :

Due to recession and acute competition in the Chemical Industry, Performance of your Company for the year under review was affected. Total Revenue Plunged from Rs. 10,475.49 Lacs to Rs. 7,050.11 Lacs viz., reduction of 32.70% in the total revenue of the Company as compared to previous financial year, further due to decrease in total revenue of the Company Net Profit for the year under the review has been decreased from Rs. 399.59 Lacs to Rs. 225.06 Lacs resulting in decrease of about 43.68% of Net Profit of the Company. Overall Performance of the Company was satisfactory as compared to the peers of the Company.

Further, the Board of Directors of the Company is continuously making efforts for the growth of your Company.

3. DIVIDEND:

Your directors are pleased to recommend the dividend @ 10% p.a. (Rs. 1.00 per share) on equity shares with nominal value of Rs. 10.00 each for the year ended 31st March, 2015. The total dividend pay-out excluding dividend distribution tax shall be Rs. 30.29 Lacs.

4. SHARE CAPITAL:

At present, the Company has only one class of shares - equity shares with face value of Rs. 10.00 each. The authorized share capital of the company is Rs. 350.00 Lacs divided into 35,00,000 equity shares of Rs. 10.00 each. The paid up share capital of the company is Rs. 302.85 Lacs divided into 30,28,500 equity shares of Rs. 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 has transferred Rs.17.10 Lacs from Revaluation Reserve to General Reserve Account for the Financial Year ended on 31st March, 2015 as per requirement of Schedule II to Companies Act, 2013.

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 :

There is cut throat competition in the chemical industry and more particularly in dyes and intermediates. To mitigate the same, management had adopted defensive strategy in order to maintain the market share of your Company. At Present many policies are being formed/adopted by the present Government which may be beneficial to the Company in future. As crude oil prices has come down which directly have a positive effect on the economy and in same line we expect many more positive things to happen in the global market which may have positive impact on the Company.

The global economy in FY 2014-15 witnessed divergent trends among major economies. The Indian economy and business environment remained largely subdued during 2014-15. The global economic recovery is gaining momentum coupled with some divergence. India's economy is poised to return to its high-growth path, thanks to lower fiscal and current account deficits, falling inflation, low crude oil price, moderate commodity prices, and structural reforms to boost investments. Monetary policy is also likely to be supportive with the Reserve Bank of India (RBI) having moved to flexible inflation targeting. The manufacturing sector is likely to benefit from lower interest rates. However, productivity and capital efficiency improvement are likely to drive near-term growth. Demand from export as well as domestic markets has not increased substantially. Volatility of rupee may hamper growth of economy.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The company expects to retain the performance in the current year.

8. UNCLAIMED DIVIDEND:

During the year, dividend amounting to Rs. 0.52 lacs that had not been claimed by the shareholders for the year ended 31st March, 2007, 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. As on 31stMarch, 2015, dividend amounting to Rs. 1.29 lacs has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrar, Sharepro Services (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 14th August, 2014 (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:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

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 Company's operation in future.

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

The Company has a Wholly Owned Subsidiary Company Named Neo Farbe Private Limited (CIN: U24100GJ2013PTC073930). It has not commenced commercial operations during the year under review. Hence, details relating to Subsidiary Company are not provided for.

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 between Meetings not exceeding the period prescribed under the 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. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

16. INSURANCE:

All the Properties of the Company are adequately insured.

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions.

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. Deepak Navinchandra Chokshi (DIN: 00536345) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Jatinbhai Biharilal Surti (DIN: 05195572), Mr. Pravinchandra Devidas Master (DIN: 05195587), Mr. Raghavdas Hiralal Lakhmani (DIN: 05304347), as an Independent Directors of the Company & Ms. Viraj Darshit Shah as additional director.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

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.

Mr. Deepak Navinchandra Chokshi (DIN: 00536345) and Mr. Harin Dhanvantrai Mamlatdarna (DIN:00536250) were appointed as Managing Directors of the Company for two years w.e.f. 1st October, 2013. Mr. Dinesh Jasraj Jain (DIN: 00135889)was appointed as Whole Time Director of the Company for two years w.e.f. 1st October, 2013. The Board has on the recommendation of the Nomination and Remuneration Committee, re-appointed and re-desinated w.e.f. 1st October, 2015, Mr. Harin Dhanvantrai Mamlatdarna as Chairman and Whole Time Director, Mr. Deepak Navinchandra Chokshi as Vice Chairman and Managing Director and Mr. Dinesh Jasraj Jain as Whole Time Director of the Company for two years, subject to approval of members by way of Special Majority.

The Board recommends re-appointment/ re-designation of Mr. Deepak Navinchandra Chokshi, Mr. Harin Dhanvantrai Mamlatdarna and Mr. Dinesh Jasraj Jain, as stated above, at the ensuing Annual General Meeting. Based on disclosures provided by them, none of them are disqualified from being appointed as Directors as per section 164 of the Companies Act, 2013.

There were no changes in the constitution of Board of Directors or Key Managerial Personnel during the year.

As required under Section 203 of the Companies Act, 2013, the Company has Mr. Deepak Navinchandra Chokshi,Mr. Harin Dhanvantrai Mamlatdarna and Mr. Dinesh Jasraj Jain under Key Managerial Personnel of the Company.

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.

19. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement and Companies Act, 2013, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board. The manner in which the evaluation has been carried out has been detailed 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. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

21. MANAGERIAL REMUNERATION

Details of remuneration paid / payable to the Directors for Financial Year 2014-2015

[Rs. in Lacs] Salary and Shares issued Name Perquisites Commission under ESOP F.Y. 2014-15 Deepak N. Chokshi 16.29 Nil Nil

Harin D. Mamlatdarna 16.45 Nil Nil

Dinesh J. Jain 10.43 Nil Nil

Details of Service Name contracts; notice period and severance fees

Deepak N. Chokshi Ordinary Resolution dt. 14-08-2013, valid Harin D. Mamlatdarna up to 30-09-2015; no Notice Dinesh J. Jain 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' MEETING:

Independent Directors of the Company had met during the year under the view details of which are given in the Corporate Governance Report.

23. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee.

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

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN 101895W) were appointed as Statutory Auditors of your Company at the previous Annual General Meeting held on 14thAugust, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN 101895W) that their appointment, if made, would be in conformity with the limits specified under the Act.

It is proposed to ratify the appointment M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad (FRN 101895W) to audit the accounts of the Company for the financial year 2015-2016.

The Report given by the Auditors on the financial statements 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 M/s. Chetan R. Shah, 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 so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. VKJD & Associates (FRN 128985W) as an 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 and new capital investments return. 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 revised Clause 49 of the Listing Agreement, 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 behaviour, actual or suspected fraud or violation of the Company's code of conduct.

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

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company has constituted CSR committee and formulated CSR policy. The Policy primarily rests on four broad categories: Environment, Health, Education and Community Development.

Though the CSR policy was formulated, the Company has not contributed to CSR activities as prescribed in CSR Policy. Despite of rigorous efforts, management was not able to find suitable institution/organization through which CSR activities can be performed effectively to benefit the society at large.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are made and the same is enclosed as Annexure-V

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 Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with 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 Company's 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 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 accounting standards 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 31st March, 2015 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 existing Clause 49(X) of the Listing Agreement 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 VI.

33. CORPORATE GOVERNANCE CERTIFICATE :

The Compliance certificate from the auditors regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement is appended to the report on Corporate Governance., herewith attached as Annexure VII.

34. GENERAL SHAREHOLDER INFORMATION :

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

35. 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 to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

For and on behalf of the Board Place : Ahmedabad -Sd/- Date : 29th June, 2015

DEEPAK N. CHOKSHI Chairman & Managing Director DIN : 00536345

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Mar 31, 2014

Dear Members,

The Directors have pleasure in placing before you the Twenty Fifth Annual Report and Audited Accounts for the year ended on 31st March, 2014.

Financial Results (Rs. in Lacs) Particulars Year Ended Year Ended 31-03-2014 31-03-2013

Total Income 10,475.48 4,364.78

Profit before depreciation and tax 646.73 197.60

Depreciation 68.59 64.78

Provision for Taxation

Current Year 200.00 43.50

Deferred tax (21.45) 13.05

Less : Excess provision of earlier year (net) 0.00 (8.82)

Profit After tax 399.59 85.09

Balance b/f. from previous year 748.53 663.44

Balance carried to Balance Sheet 1,148.12 748.53

Dividend

Your directors are pleased to recommend a dividend @ 10% p.a. (Re. 1/- per share) (Previous Year Rs. Nil) on equity shares for the year ended 31st March, 2014. The total dividend pay out excluding dividend distribution tax shall be Rs. 30,28,500/-.

Performance

The Board is pleased to inform that the working of the Company has scaled new heights, in as much it has recorded highest revenue & profitability since its inception, despite general economic slow down & cut throat competition in business during the year under review.

The total income stood at Rs. 10475.48 lacs (previous year Rs. 4364.78 lacs) and the Tax expenses registered were Rs. 178.55 lacs (previous year 47.73 lacs) resulting into Net Profit for the year after Tax of Rs. 399.26 lacs (previous year Rs. 85.09 lacs).

The Board of Directors have considered it appropriate to change the Bankers to the Company in view of its financial requirements & cost effectiveness and accordingly the Company has received sanction letter dated 2nd May 2014 from HDFC Bank Ltd. The change would be effective from 2014 - 15 and onwards

Future outlook

The challenges that the global economy faced in 2012-13 spilled over to 2013-14 - low growth in developed markets and slowing down of emerging markets. The Indian economy was no different. From a GDP growth of 9.3% in 2010-11, the Indian economy slipped to 5% growth in 2012-13 and further down to 4.4% in 2013-14.

The economy has signaled for an upward swing. Policy stability and consistency appear to take place in view of government at centre with clear mandate. Capital market has also improved substantially and bullish trend is expected to continue for a long run. Demand from export as well as domestic markets is increasing. But volatility of rupee and crude price may hamper growth of, particularly export oriented units like us.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The company expects better performance in the current year, too.

Directorate

Pursuant to Section 152 of the Companies Act, 2013, Shri Pravinchandra D. Master (DIN: 05195587) and Shri Jatinbhai B. Surti (DIN: 05195572) will retire at the ensuing Annual General Meeting and being eligible, seek re-appointment.

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2014-2015 to the Bombay Stock Exchange Ltd.

Subsidiary Company

The Company has a subsidiary Company named Neo Farbe Private Limited. It has not commenced commercial operations during the year under review. Hence, details relating to Subsidiary Company are not provided for.

The Statement pursuant to Section 212 of the Companies Act, 1956 showing summary of the subsidiary Company is attached here with.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review.

Insurance

All the properties and assets of the Company are adequately insured.

Corporate Governance

A separate Report on Corporate Governance along with the Certificate from the Statutory Auditors regarding the Compliance of conditions of corporate governance pursuant to Clause 49 of the Listing Agreement is provided in a separate Annexure-I.

Management Discussion And Analysis

Management Discussion and Analysis Report as required under the Listing Agreement is annexed hereto forming part of this Report.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure- II to the Directors'' Report.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith as Annexure - III.

Particulars of Employees

There are no employees drawing remuneration in terms of disclosure requirement pursuing to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2014 and of the Profit of the Company for the year ended on 31.03.2014.

3. 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.

4. That the Directors have prepared annual accounts on a going concern basis.

Cost Auditors

The Company has appointed M/s. Vishal Yagnik & Associates, Cost Accountants, as Cost Auditors to audit the cost accounts of Company for the financial year 2014-2015 under Section 148 of the Companies Act, 2013.

The Cost Audit Report in XBRL mode for the financial year ended March 31, 2013 was filed with the Ministry of Corporate Affairs on 17th October, 2013.

The Company is seeking the approval of the Shareholders for the appointment of M/s. Vishal Yagnik & Associates, Cost Auditor of the Company for the financial year ending March 31, 2015 vide resolution no. 6 of the Notice of Annual General Meeting.

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad who hold office until the conclusion of the ensuing Annual General Meeting are recommended for re-appointment to audit the accounts of the Company for the financial year 2014- 2015. The Company has obtained a written confirmation under section 139 of the Companies Act, 2013 from M/s. G. K. Choksi & Co. that their appointment, if made, would be in confirmity with the limits specified under the said section. You are requested to appoint the Auditors and fix their remuneration.

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.



For and on behalf of the Board

Place : Ahmedabad DEEPAK N. CHOKSHI Date : 30th May 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in placing before you the Twenty Fourth Annual Report and Audited Accounts for the year ended on 31 st March, 2013.

Financial Results [Rs. in Lacs]

Particulars Year Ended Year Ended 31-03-2013 31-03-2012

Total Income 4364.78 4180.69

Profit before depreciation and tax 197.60 245.35

Depreciation 64.78 64.30 Provision for Taxation

Current Year 43.50 37.00

Deferred tax 13.05 8.88

Less : Excess provision of earlier year (net) . (8.82)

Profit After tax 85.09 135.17

Balance b/f. from previous year 663.44 528.27

Balance carried to Balance Sheet 748.53 663.44

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31 st

March, 2013.

Performance

Despite recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 4364.78 lacs (previous year Rs. 4180.69 lacs). Tax expenses were Rs. 47.73 lacs (previous year Rs. 45.88 lacs). The net profit aftertax was Rs. 85.09 lacs (previous year Rs. 135.17 lacs).

Future outlook

While there is a marginal upward trend in the first quarter of the current year, the world economic scenario appears to be subdued. Major economies are virtually stagnant and the Eurozone is in a fluid state. The volatility witnessed in the year under review is expected to persist in the current financial year. Value of Indian Rupee against dollar has been affected. Figures of GDP growth are not encouraging. Political turmoils has aggravated the unstable market situation. Profitability of the Company may be marginally affected during the current year but the Company expects the market to stabilize in near future.

The Company is predominantly export oriented and has high acceptance of its product, both in the international & domestic market, besides cordial relationship with its customers.

Directorate

Shri Dinesh J. Jain and Shri Harin D. Mamlatdarna, Directors of the Company who retire by rotation, and being eligible, offer themselves for reappointment.

Shri Dinesh J. Jain is a commerce graduate and has rich experience of more than 27 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after commercial, administrative and marketing aspects of the business.

Directorship in other Companies: 1

Shri Harin D. Mamlatdarna is commerce graduate and has a rich experience of more than 32 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after production, commercial, export and administrative aspects of the business.

Directorship in other Companies: Nil

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2013-2014 to the Bombay Stock Exchange Ltd.

Subsidiary Company

During the year, the Company has incorporated a Subsidiary Company named Neo Farbe Private Limited. The said Company has not commenced any commercial operations during the year under review. Hence, details relating to Subsidiary Company are not provided for.

Fixed Deposits

The Company has not accepted any deposits from the public during the year under review.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors'' Report.

Corporate Governance

A separate Report on Corporate Governance alongwith the Certificate from the Statutory Auditors regarding the

Compliance of conditions of corporate governance pursuant to Clause 49 of the Listing Agreement is provided in a separateAnnexure-ll.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith as

Annexure-lll.

Particulars of Employees

There are no employees drawing remuneration in terms of disclosure requirement pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors''Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies

{Amendment} Act, 2000, your Directors state:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2013 and of the Profit of the Company forthe year ended on 31.03.2013;

3. 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;

4. That the Directors have prepared annual accounts on a going concern basis. Cost Auditors

M/s. Hitesh Batra & Associates, Cost Accountants, Ahmedabad have been reappointed as the Cost auditors to conduct the audit of the cost accounts maintained by the Company forthe financial year ended 31 -03-2014.

Auditors

M/s. G. K. Chokshi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them.

You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve in these trying times.

For and on behalf of the Board

Place : Ahmedabad DEEPAK N. CHOKSHI

Date : 30th May, 2013 Vice Chairman

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Mar 31, 2012

The Directors have pleasure in placing before you the Twenty Third Annual Report and Audited Accounts for the year ended on 31st March, 2012.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Total Income 4181.28 4712.91

Profit before depreciation and tax 245.35 164.55

Depreciation 64.30 52.53

Provision for Taxation

Current year 37.00 41.50

Deferred tax 8.88 (0.31)

Profit After tax 135.18 70.82

Balance b/f. from previous year 528.27 457.44

Balance carried to Balance Sheet 663.43 528.26

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31st March, 2012.

Performance

In spite of recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 4181.28 lacs (previous year Rs. 4712.91 lacs). The net profit after tax was Rs. 135.18 lacs (previous year Rs. 70.82 lacs).

Future outlook

The volatility witnessed in the year under review is expected to continue into the next financial year. The company expects the market to continue to contract and stabilize thereafter.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The economy has witnessed sharp fluctuations in value of Indian Rupee and crude price and profitability of the Company will be substantially affected during the current financial year on account of it.

Directorate

Shri Deepak N. Chokshi, Director of the Company who retires by rotation, and being eligible, offers himself for reappointment. Shri Deepak N. Chokshi having a rich experience of more than 31 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after commercial, financial, accounting, banking and administrative aspects of the business. Shri Jatin B. Surti was appointed as additional Director of the Company. He holds office upto the ensuing Annual General Meeting. He has rich experience of 37 years in the field of banking, finance, accounting and administrative areas. Your Directors recommend his appointment

Shri Pravinchandra D. Master was appointed as additional Director of the Company. He is post graduate in commerce and law graduate. He holds office upto the ensuing Annual General Meeting. He has a rich experience in accounts, banking, finance and administration related work. He has worked as a compliance officer for more than 1 year in a reputed company. He has also worked for many years in various capacities in State Bank of India as Middle Management Executive Scale - III and retired in May 2007. Your Directors recommend his appointment Shri Raghavdas H. Lakhmani was appointed as additional Director of the Company. He holds office upto the ensuing Annual General Meeting. He has rich experience in managing, expanding, administrating and organizing manufacturing units by planning, equipment installation, handling, Government formalities, recruiting support staff, marketing, production, QC, R&D and all other aspects which affect the production and returns. Your Directors recommend his appointment.

Durgesh V. Buch and Shri BhargavD. Karia resigned from the directorship of the Company w.e.f. 14-12-2011. Your Directors express their appreciation for the valuable services rendered by them during the tenure of their office

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2012-2013 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors' Report.

Corporate Governance

A separate Report on Corporate Governance together with the Certificate from Auditors is provided in a separate Annexure-II.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment}Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2012 and of the Profit of the Company for the year ended on 31.03.2012;

3. 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;

4. That the Directors have prepared annual accounts on a going concern basis. Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration. Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve success in these trying times.

For and on behalf of the Board

Place : Ahmedabad HARIN D. MAMLATDARNA

Date: 30th May, 2012 Chairman

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Mar 31, 2011

Dear Members,

The Directors have pleasure in placing before you the Twenty Second Annual Report and Audited Accounts for the year ended on 31 st March, 2011.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended 31-03-2011 31-03-2010

Total Income 4712.91 3770.56

Profit before depreciation and tax 164.55 76.10

Depreciation 52.53 39.35

Add. Prior Period Items 0.00 (0.90) Provision for Taxation

Current year 41.50 15.50

Deferred tax (0.31) 1.28

Profit'After tax 70.83 20.87

Balance b/f. from previous year 457.44 436.57

Balance carried to Balance Sheet 528.26 457.44

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31 st March, 2011.

Performance

In spite of recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 4712.91 lacs (previous year Rs. 3770.56 lacs). The net profit aftertax was Rs. 70.83 lacs (previous year Rs. 20.87 lacs).

Future outlook

The volatility witnessed in the year under review is expected to continue into the next financial year. The company expects the market to continue to contract and stabilize thereafter.

The Company enjoys strong exposure to the Global market. The quality products of the Company have received warm response in the overseas market. The thrust on the competitive strength, newer product development and consolidation of customer relationship has resulted into a bright future for the Company. The economy has witnessed sharp fluctuations in value of Indian Rupee and crude price and profitability of the Company will be substantially affected during the current financial year on account of it.

Directorate

Shri Harin D. Mamlatdarna, Director of the Company who retires by rotation, and being eligible, offers himself for reappointment. Shri Harin D. Mamlatdarna having a rich experience of more than 30 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after production, marketing, export, commercial and administrative aspects ofthe busi- ness.

Disclosure on Stock Exchanges

The equity shares ofthe Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2011 -2012 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclo- sure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conser- vation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors' Report.

Corporate Governance

A separate Report on Corporate Governance together with the Certificate from Auditors is provided in a separate Annexure-II.

Compliance Certificate

A copy of Compliance Certificate obtained from a Company Secretary in wholetime practice pursuant to section 383A (1) of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 is annexed herewith as Annexure - III and forms part of this Report.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2011 and of the Profit of the Company for the year ended on 31.03.2011;

3. 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;

4. That the Directors have prepared annual accounts on a going concern basis.

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve success in these trying times.

For and on behalf of the Board

DEEPAK N. CHOKSI Chairman

Place Ahmedabad Date 14-05-2011

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Mar 31, 2010

The Directors have pleasure in placing before you the Twenty First Annual Report and Audited Accounts for the year ended on 31st March, 2010.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended

31-03-2010 31-03-2009

Total Income 3770.56 4161.67

Profit before depreciation and tax 76.10 57.31

Depreciation 39.35 31.33

Add. Prior Period Items 0.90 0.00

Provision for Taxation

Current year 15.50 3.20

Includes Wealth Tax Provision of Rs. NIL

(P.Y. Rs. 10,000/-)

Deferred tax 1.28 (1.28)

Fringe Benefit Tax 0.00 2.05

Profit Aftertax 20.87 22.01

Balance b/f. from previous year 436.57 414.56

Balance carried to Balance Sheet 457.44 436.57

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31st March, 2010. Performance

The Company faced stiff competition and the margins were under severe pressure during the year under review. Total income was Rs. 37,70,56,068/- (previous year Rs. 41,61,67,281). The net profit after tax was Rs. 20,86,456/- (previous year Rs. 22,01,126).

Future outlook

The recessionary forces appear to be eased and the Index of Industrial Production (IIP) has shown positive move- ment. The growth forecasts are also encouraging. The Company expects the domestic as well as the foreign market to take an upward move during the forthcoming years, which will be of great importance and being an opportunity for the Company to cover up untapped business.

Acute competition and inflationary pressure will be a constraint for the Company to achieve the stage as aforesaid. Inspite of all, the Company has good exposure to the Global market. The quality products of the Company have received good response in the overseas market. The thrust on the competitiveness, research and newer product development and consolidation of customer relationship will result into a bright future for the Company.

Directorate

Shri Dinesh J. Jain, Director of the Company who retires by rotation, and being eligible, offers himself for reappoint- ment. Shri Dinesh J. Jain is a commerce graduate and has rich experience of more than 25 yearsjn the field of dyes and chemicals. He looks after commercial, financial and marketing aspects of the business. Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid necessary Listing fees for the year 2010-2011 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public. Insurance

All the properties and assets of the Company are adequately insured. Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors Report. Corporate Governance

The Company has mainly complied with the recommendations and code on Corporate Governance. A separate Report on Corporate Governance together with the Certificate from Auditors is provided in Annexure II.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil. Personnel

During the year under review, cordial relations be continued between the Employees and the Management of the Company. Your Directors hereby would like express their sense of appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2010 and of the Profit of the Company for the year ended on 31.03.2010;

3. 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;

4. That the Directors have prepared annual accounts on a going concern basis.

Compliance Certificate

Pursuant to the provisions of Section 383 (A) (1) of the Companies Act, 1956 read with Rule 3 of the Companies (Compliance Certificate) Rules, 2001 your Company is required to appoint a Company Secretary in whole time Practice for obtaining the Compliance Certificate. Mr. Chetan R. Shah, a Company Secretary in wholetime practice had already been appointed for such Compliance Report for the year 2009-2010. His Compliance Report is attached hereto as Annexure.

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Yqur Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employees to achieve success in these trying times.

For and on behalf of the Board

Place : Ahmedabad DEEPAK N. CHOKSI

Date: 29-05-2010 , Chairman

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Mar 31, 2009

The Directors have pleasure in placing before you the Twentieth Annual Report and Audited Accounts for the year ended on 31 st March, 2009.

Financial Results (Rs. in lacs)

Particulars Year ended Year ended 31-03-2009 31-03-2008

Total Income 4161.67 4319.98

Profit before depreciation and tax 57.31 100.40

Depreciation 31.33 68.85

Provision for Taxation

Current year 3.20 15.40

Includes Wealth Tax Provision of Rs.10,000/- (P.Y.Rs.10,000/-)

Deferred tax (1.28) (5.48)

Fringe Benefit Tax 2.05 3.01

Profit Aftertax 22.01 18.62

Balance b/f. from previous year 414.56 395.94

Balance carried to Balance Sheet 436.57 414.56

Dividend

In view of conserving resources, your directors do not recommend any dividend on equity shares for the year ended 31st March, 2009.

Performance

In spite of recession and stiff competition, performance of your Company for the year under review has remained satisfactory. Total income was Rs. 41,61,67,281 (previous year Rs. 43,19,98,473 ). The net profit after tax was Rs. 22,01,126 (previous year Rs. 18,62,114).

Future outlook

The significant downturn seen in the year under review is expected to continue into the first half of the next financial year. The company expects the market to continue to contract and stabilize in early 2010.

The Company has good exposure to the Global market. The quality products of the Company have received good response in the overseas market. The thrust on the competitive strength, newer product development and consoli- dation of customer relationship has resulted into a bright future for the Company. The economy has witnessed sharp fluctuations in value of Indian Rupee and profitability of the Company will be substantially affected during the current financial year on account of it.

Directorate

Shri Deepak N. Choksi, Director of the Company who retires by rotation, and being eligible, offers himself for reappointment. Shri Deepak N. Choksi having a rich experience of more than 29 years in the field of dyes and chemicals and has also visited a number of European and Asian countries as well as USA to acquaint himself of the latest technology. He looks after commercial, financial, banking and administrative aspects of the business.

Shri Durgesh V. Buch was appointed as additional Director of the Company w.e.f. 09-12-2008. He holds office upto the ensuing Annual General Meeting. He is a Chartered Accountant and has rich experience in the field of Finance, Accounts, taxation, audit, corporate planning and management. Your Directors recommend his appointment.

Shri Bhargav D. Karia was appointed as additional Director of the Company w.e.f. 09-12-2008. He holds office upto the ensuing Annual General Meeting. He is a Lawyer and has rich experience in the field of Law. Your Directors recommend his appointment.

Shri Bankim M. Patel, Director of the Company resigned from the directorship of the Company w.e.f. 09-12-2008. Your Directors express their deep sense of appreciation for the valuable services rendered by him during the tenure of their office.

Disclosure on Stock Exchanges

The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. The Company has paid neces- sary Listing fees for the year*1>009-2010 to the Bombay Stock Exchange Ltd.

Fixed Deposits

The Company has not accepted any deposits from the public.

Insurance

All the properties and assets of the Company are adequately insured.

Energy, Technology and Foreign Exchange

In accordance with the provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earning and outgo is given in Annexure -1 to the Directors Report.

Corporate Governance

The Company has complied with the recommendations and code on Corporate Governance. A separate Report on Corporate Governance together with the Certificate from Auditors is provided in a separate Annexure.

Particulars of Employees

The information pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is nil.

Personnel

Relations between the Employees and the Management continued to be cordial during the year under review. Your Directors hereby place on record their appreciation for the efficient and loyal services rendered by the employees of the Company at all levels.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies {Amendment} Act, 2000, your Directors state :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judge- ments and estimates that are reasonable and prudent so as to give a true and a fair view of the state of affairs of the Company at the end of the financial year ended on 31.03.2009 and of the Profit of the Company for the year ended on 31.03.2009;

3. 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;

4. That the Directors have prepared annual accounts on a going concern basis.

Auditors

M/s. G. K. Choksi & Co., Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a certificate under section 224(1 )(B) of the Companies Act, 1956 from them. You are requested to appoint the Auditors and fix their remuneration.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the co-operation and support from its customers, vendors, bankers and business associates and look forward to their continued support.

The Directors are also grateful to the shareholders for the confidence reposed in the Company. Your Directors also wish to place on record their sincere appreciation of the valuable contribution and efforts made by all the employ- ees to achieve success in these trying times.

For and on behalf of the Board

Place: Ahmedabad DEEPAK N. CHOKSI

Date: 30-06-2009 Director