Home  »  Company  »  Damodar Industries  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Damodar Industries Ltd.

Mar 31, 2015

To the Members,

The Directors have pleasure in presenting the 27th Annual Report on the Operations of the Company together with audited statement of accounts for the year ended March 31,2015.

1. FINANCIAL RESULTS - AN OVERVIEW (Rs. in Lacs)

Particulars 2014-15 2013-14

Sales & Other Income 59334.01 73527.04

Profit before Depreciation & Tax 3056.89 3402.23

Depreciation 1249.55 1111.32

Profit before Tax 1807.34 2290.90

Provision for Taxation including Deferred Taxes 617.57 812.96

Profit after Tax 1189.77 1477.94

Profit brought forward from previous year 3595.95 2567.93

Profit available for appropriation 4785.72 4045.87

Appropriation

Transfer to General Reserve 200.00 200.00

Interim Dividend @ 15% 133.51 124.60

Proposed Final Dividend @ 10 % 89.00 89.00

Corporate Dividend Tax 44.49 36.30

Depreciation Adjustment 23.23 -

Profit carried to Balance Sheet 4295.49 3595.95

SALES

Our sales have dropped to Rs. 593.04 Cr. from Rs. 734.98 Cr. The value of our product has fallen by 19% YOY Basis. Weak Demand in the international market has resulted in volume drop in our Merchant Exports. The fall of sales in International Market have been offset by increase in sale in domestic market. Our volumes of domestic market have significantly increased since last year .

DIVIDEND

The Board of Directors have recommended final dividend on Equity Shares of the Company @10%(Rs.1.00/- per share) for the financial year ended March 31,2015. Together with the Interim dividend of Rs.1.50/- per share, total dividend for the financial year ended March 31,2015 works out to be Rs. 2.50/- per equity share of Rs. 10/- each. The total dividend pay out (including dividend distribution tax) for the current year is Rs. 2.22 Cr. as against Rs. 2.13 Cr. in the previous year. The Company have paid Dividend Distribution Tax of Rs. 44.49 Lacs for the year March 31,2015.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 200 Lacs to the General Reserve out of the amount available for appropriations and an amount of Rs.4295.49 Lacs is proposed to be retained in the Profit and Loss Account.

RESERVE AND SURPLUS

Reserves and Surplus stood at to Rs. 7286.43 Lacs as at March 31,2015 compared to Rs.6386.89 Lacs as at March 31, 2014. The increase was due to retained earnings.

OPERATION RESULTS AND BUSINESS

The Company continued to see profitable growth during the Financial Year 2014-15 across all markets driven by good performance across business segments.

CHANGE IN NATURE OF BUSINESS

The company is Manufacturing cotton yarn and sale to Domestic and International Market. There is no change has taken place in the nature of business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

CESSATION

Mr. Suresh C. Gattani, Chief Financial Officer had resigned from the services of the Company w.e.f. January 31,2015. The Board placed on record its deep appreciation for the valuable services rendered by Mr. Suresh C. Gattani during his tenure as Chief Financial Officer of the Company.

APPOINTMENT:

A) Mr. Raghavan Srinivas as Independent Director and Mrs. Farida Bomi Jambusarwalla as a women Independent Director:

The Board was appointed Mr. Raghavan Srinivas and Mrs. Farida Bomi Jambusarwalla as an Additional Director designated as an Independent Directors w.e.f. February 13, 2015 and March 30, 2015 respectively and they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Mr. Raghavan Srinivas and Mrs. Farida Bomi Jambusarwalla for appointment as an Independent Director.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, Mr. Raghavan Srinivas and Mrs. Farida Bomi Jambusarwalla have been appointed as Independent Directors of the Company to hold the positions for 5 (Five) years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

B) Mr. Anil D. Biyani - Retiring Director:

As per the provisions of Companies Act,2013 Mr. Anil D. Biyani shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board is pleased to recommend their re-appointment.

C) Mr. Nirbhay R. Bora as Chief Financial Officer:

In place of Mr. Suresh C. Gattani, the Board of Directors at its meeting held on February 13, 2015 had appointed Mr. Nirbhay R. Bora, as Chief Financial Officer of the Company.

Mr. Nirbhay R. Bora, having Bachelors in Commerce and Member of Institute of Chartered Accountants of India.

Mr. Bora has experience of Commercial Activities i.e. Accounts & Finance, Purchase, Inventory Control, Excise & Customs, Imports & Exports, Sales Tax, DGFT.

As a Chief Financial Officer, Mr. Bora is expected to add immense value for the long-term growth of the Company. Mr. Bora does not hold any securities in the Company.

D) Key Managerial Personnel:

As per requirements of sub-section (1) of Section 203 of the Companies Act, 2013 the Company has the following Key Managerial Personnel:

1. Mr. Ajay D. Biyani : Managing Director

2. Mr. Nirbhay R. Bora : Chief Financial Officer

3. Mr. Subodh Kumar Soni : Company Secretary

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act, 2013, the Directors would like to state:

(a) that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BOARD EVALUATION

Pursuant to the provisions of companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

The Board of Directors duly met 8 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

April 24, 2014, May 26, 2014, August 08, 2014, September 23, 2014 October 13, 2014, January 5,2015 February 13, 2015 and March 14,2015.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. Girdharilal S. Daga (Chairman), Mr. Ashok Kumar Damani and Mr. Arunkumar Biyani as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The nomination & Remuneration Committee comprises Mr. Girdharilal S. Daga (Chairman), Mr. Ashok Kumar Damani and Mr. Raghavan Srinivas as other members.

AUDIT OBSERVATIONS :

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

Auditors:

i) Statutory Auditors :

A.J. Baliya, Chartered Accountant, Mumbai, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being express unwillingness for re-appointment as Statutory Auditors of the Company.

The Directors recommend that M/s Jitendra Mishra & Co. Chartered Accountants (Membership No.116676), Mumbai, to be appointed as statutory auditors of the Company to hold office from the conclusion of 27th Annual General Meeting till the conclusion of the 32nd Annual General Meeting of the Company, in place of retiring auditors A.J. Baliya, Chartered Accountant.

ii) Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of Textile activity is not required to be audited, therefore, the Company was not appointed Cost Auditor for the financial year 2014-15. However, the Company is maintaining proper Cost Records as per requirements of the said rules.

Pursuant to Cost Audit (Report) Rule, 2011, the Cost Audit Report for the financial year 2013-14, was filed on October 22, 2014 vide SRN S32017881.

iii) Secretarial Auditor:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by M/s. Pramod Jain & Co., Company Secretaries is enclosed as a part of this report Annexure-A.

iv) Internal Auditor:

As per requirements of Section 138(1) of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company appointed M/s Shailendra Jain & Associates, Chartered Accountants as Internal Auditor of the Company to conduct Internal Audit of business processes, financial reporting & controls, compliance with applicable laws, regulations etc.

FIXED DEPOSITS

Details relating to Fixed Deposits, covered under Chapter V of the Act, as under

a. Accepted during the year : Rs. 3,89,83,000/-

b. Remained unpaid or unclaimed as at the end of the year : Rs. 60,000/-

c. Whether there has been any default in repayment of deposits

or payment of interest thereon during the year : Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

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 as on August 9, 2014 (date of last Annual General Meeting) on the Company's website (www.damodargroup.com), as also on the Ministry of Corporate Affairs' website.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis for the year under review, as stipulated under clause 49, of the Listing Agreement with the stock exchange, is presented in a separate section forming part of the Annual Report.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://damodargroup.com/pdf/DIL_Vigil_Mechanism_Policy.pdf

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

CORPORATE GOVERNANCE

The Company has adopted the best possible Corporate Governance norms and it has been our endeavor to comply and upgrade to the changing norms.

A separate section on corporate governance and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchange form part of this Report.

In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a certificate of the Managing Director inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting to matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,2014, is given in the Annexure-B to this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-C.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year, your directors have constituted the Corporate Social Responsibility and In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a CSR Committee. The Committee comprises of Independent Director and Executive Directors CSR Committee of the Board has developed a CSR Policy under Health Care activity and to promote education and environment in rular area which is enclosed as part of this report Annexure-D. Additionally, the CSR Policy has been uploaded on the website of the Company at http://damodargroup.com/pdf/DIL_CSR_Policy.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employee required under section 197 read with Rule 5of the Companies (Appointment and remuneration of Managerial Personnel) Rules. 2014 is attached as Annexure-E as form the part of Director report.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-F.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://damodargroup.com/pdf/DIL_RPT _Policy.pdf

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

INTERNAL CONTROL SYSTEM AND AUDIT

The Company has appropriate Internal Control Systems for business processes, financial reporting & controls, compliance with applicable laws, regulations etc. The Internal Control System of the Company is designed to prevent operational risks through a framework of internal controls and processes. Our internal control system ensures that all business transactions are recorded in a timely manner, the financial records are complete, resources are utilized effectively and our assets are safeguarded. We have developed robust policies, procedures, checks and balances to bring in discipline in day-to-day functions, for accurately and timely compilation of data.

APPRECIATION

Directors take this opportunity to express their thanks to its customers, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Sd/- Place: Mumbai Arun kumar Biyani Date: May 27, 2015 Chairman


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 26th Annual Report on the Operations of the Company together with audited statement of accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS – AN OVERVIEW

(Rs. in Lacs)

Particulars 2013-14 2012-13

Sales & Other Income 73527.04 58372.22

Profit before Depreciation & Tax 3402.23 2837.03

Depreciation 1111.32 982.81

Profit before Tax 2290.90 1854.21

Provision for Taxation including Deferred Taxes 812.96 614.11

Prior year Tax Adjustments - 22.90

Profit after Tax 1477.94 1217.20

Profit brought forward from previous year 2567.93 1757.62

Profit available for appropriation 4045.87 2974.82

Appropriation

Transfer to General Reserve 200.00 200.00

Interim Dividend 124.61 106.81

Proposed Final Dividend 89.00 71.20

Corporate Dividend Tax 36.30 28.87

Profit carried to Balance Sheet 3595.95 2567.93

2. SALES

Your Company''s performance has tremendously improved during the Financial Year 2013-14. The sales have grown by 26.20% from Rs. 582.38 Cr. in 2013 to Rs. 734.98 Cr. in 2014, Profit before tax has grown by 23.57% from Rs. 18.54 Cr. in 2013 to Rs. 22.91Cr. in 2014, Profit after Tax has grown by 21.45% from Rs. 12.17 Cr. in 2013 to Rs. 14.78 Cr. in 2014.

3. EXPORTS

Your Company''s performance on export front has improved tremendously and stellar performance in the financial year 2013-14. The company has shown consistent growth in the year 2013-14. The total export turnover has grown from Rs. 397.72 Crores in 2012-13 to Rs. 499.29 Crores in 2013-14. Your Company has attracted new customers of international repute during the year. It is also making efforts to penetrate the new Customers and new International markets.

4. DIVIDEND

Your Directors has recommend final dividend on Equity Shares of the Company @10% (Rs.1/- per share) for the financial year ended March 31, 2014. Together with the Interim dividend of Rs. 1.40/- per share, total dividend for the financial year ended March 31, 2014 works out to be Rs. 2.40/- per equity share of Rs. 10/- each.

The total dividend pay out (including dividend distribution tax) for the current year is Rs. 2.13 Cr. as against Rs.1.78 Cr. in the previous year. The Company have paid Dividend Distribution Tax of Rs. 36.30 Lacs for the year 31st March,2014.

5. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 200 Lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 3595.95 Lacs is proposed to be retained in the Profit and Loss Account.

6. RESERVE AND SURPLUS

Reserves and Surplus stood at to Rs. 6386.89 Lacs as at March 31, 2014 compared to Rs. 5158.87 Lacs as at March 31, 2013. The increase was due to retained earnings.

7. OPERATION RESULTS AND BUSINESS

The Company continued to see strong and profitable growth during the Financial Year 2013-14 across all markets driven y good performance across all business segments.

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets. Your Company believes that its scale of operations and integration across the textile chain will, in future, offer significant advantages in both cost and revenue.

8. DIRECTORS

As per the provisions of Companies Act,2013, Mr. Arunkumar Biyani shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board is pleased to recommend their re-appointment.

The Company, Shri S.P. Tulsian was appointed as an Additional Director designated as an Independent Director w.e.f. 25th April, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Shri S.P. Tulsian for appointment as an Independent Director.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, Shri Ashok Kumar Damani and Shri Girdharlal S.Daga have been appointed Independent Directors of the Company to hold the positions as such for more than Five years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

9. AUDITORS

M/s A. J. Baliya & Associates, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

10. AUDITORS REPORT

There are no specific observations in the Auditors Report requiring further comments under Section 217 (3) of the Companies Act, 1956.

11. FIXED DEPOSITS

Fixed Deposit with your company as at year-end were Rs. 378.51 Lacs. Unclaimed deposits till the date of this report is Rs. 1,40,000.

12. PARTICULARS OF EMPLOYEES

None of the employees of the Company has received remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

13. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

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 as on 3rd August, 2013 (date of last Annual General Meeting) on the Company''s website (www.damodargroup.com), as also on the Ministry of Corporate Affairs'' website.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to section 217(i) (e) of the Companies Act, 1956 read with the Companies (disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134 (5) of the Companies Act,2013,(erstwhile Section 217(2AA) of the Companies (Amendment) Act, 2000), we hereby state that:

i. In the preparation of the annual accounts, the applicable accounting standard had been followed.

ii. We have appropriate accounting policies have been selected and applied consistently, and have made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2014 and of the Profit for the year ended March 31, 2014.

iii. We have taken proper and sufficient care has been taken 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.

iv. We have been prepared the annual accounts on a going concern basis.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis for the year under review, as stipulated under clause 49, of the Listing Agreement with the stock exchanges in India, is presented in a separate section forming part of the Annual Report.

17. CORPORATE GOVERNANCE

The Company has adopted the best possible Corporate Governance norms and it has been our endeavor to comply and upgrade to the changing norms.

A separate section on corporate governance and a certificate from Auditors regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges form part of this Report.

In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a certificate of the Managing Director inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting to matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report.

18. APPRECIATION

The Company is grateful to its customers, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company.

Your Company''s employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged.

Your involvement as Shareholders is greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place: Mumbai Arun Kumar Biyani

Date: May 26, 2014 Chairman


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 25th Annual Report on the Operations of the Company together with audited statement of accounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2012-13 2011-12

Sales & Other Income 5837.22 39301.98

Profit before Depreciation & Tax 2837.03 1755.62

Depreciation 82.81 898.75

Profit before Tax 1854.21 856.87

Provision for Taxation including Deferred Taxes 261.56

Prior year Tax Adjustments 22.90 1.74

~ Prof it after Tax 1217.20 593.57

Profit brought forward from previous year 1757.62 1429.56

Profit available for appropriation 2974.61 2023.13

Appropriation

Transfer to General Reserve 200.00 100.00

Proposed Dividend @ 8% 71.20 142.41

Corporate Dividend Tax 28.87 23.10

Profit carried to Balance Sheet 2567.93 1757.62

2. CHANGE IN THE NAME OF THE COMPANY

This is to inform you that name of the company has been changed from Damodar Threads Limited to Damodar Industries Limited vide shareholders approval dated January 3, 2013 and new certificate of Incorporation consequent upon change of name of the Company as issued by Registrar of Companies, Mumbai, Maharashtra on January 22,2013.

3. EXPORTS

Your Company''s performance on export front has improved tremendously and stellar performance in the financial year 2012-13. The company has shown consistent growth in the year 2012-13. The total export turnover has grown from Rs. 189.80 Lacs in 2011-12 to Rs. 397.72 Lacs in 2012-13. Your Company has attracted new customers of international repute during the year. It is also making efforts to penetrate the new Customers and new International markets, including Argentina, Brazil, Egypt, Israel, Jordan, Morocco Thailand, China Pakistan, Indonesia Korea, Madagascar, Colombia Vietnam Honduras, Peru, Jordan, Italy, Guatemala, Span, Belgium, Chile, USA Turkey, Philippiansetc.

4. DIVIDEND

Your Directors has recommend final dividend on Equity Shares of the Company @ 8% (Rs. 0.80/- per share) for the financial year ended March 31, 2013. Together with the Interim dividend of Rs. 1.20/- per share, total dividend for the financial year ended March 31, 2013 works out to be Rs. II- per equity share of Rs. 10/-each.

5. TRANSFER TO RESERVES

The Company proposes to transfer Rs.200 lacs to the General Reserve out of the amount available for appropriations and an amount of'' 2567.53 lacs is proposed to be retained in the Profit and Loss Account.

6. RESERVE AND SURPLUS

Reserves and Surplus stood at to Rs. 5158.87 lacs as at March 31,2013 compared to Rs. 4148.56 lacs as at March 31,2012. The increase was due to retained earnings.

7. OPERATION RESULTS AND BUSINESS

The Company continued to see strong and profitable growth during the Financial Year 2012-13 across all markets driven by good performance across all business division.

Your Company''s textiles operations have shown encouraging growth, both in the domestic and in the exports markets.

During the year the Company has achieved the turnover of Rs. 58372.22 Lacs as compared to Rs. 39301.98 Lacs in the previous year. Profit after Tax was Rs.121 7.20 Lacs in the current year as compared to Rs. 593.57 Lacs in the previous year.

8. DIRECTORS

Mr. Girdharilal S. Daga shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers themselves for re-appointment. The Board is pleased to recommend their re- appointment.

9. AUDITORS

M/s A. J. Baliya & Associates, Chartered Accountants, retires at the conclusion of the forthcoming annual general meeting and have given their consent for re-appointment.

10. AUDITORS REPORT

There are no specific observations in the Auditors Report requiring further comments under Section 21 7 (3) of the Companies Act, 1956.

11. FIXED DEPOSITS

Fixed Deposit with your company as at year-end were Rs.361.65 Lacs. None of these deposits has matured for payment and consequently there were no unclaimed deposits till the date of this report.

12. PARTICULARS OF EMPLOYEES

None of the employees of the Company has received remuneration exceeding the limits prescribed under section 21 7(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to section 217(i) (e) of the Companies Act, 1956 read with the Companies (disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed.

14. DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to section 21 7(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that: i. in the preparation of the annual accounts, the applicable accounting standard had been followed. ii. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the

iii. proper and sufficient care has been taken 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.

iv. the annual accounts have been prepared on a going concern basis.

15. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis for the year under review, as stipulated under clause 49, of the Listing Agreement with the stock exchanges in India, is presented in a separate section forming part of the Annual Report.

14. CORPORATE GOVERNANCE

The Company has adopted the best possible Corporate Governance norms and it has been our endeavor to comply and upgrade to the changing norms.

A separate section on corporate governance and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the stock exchanges form part of this Report.

In terms of sub-clause (v) of the Clause 49 of the Listing Agreement, a certificate of the Managing Director inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting to matters to the Audit Committee in terms of the said Clause, is also enclosed as a part of this Report

16. APPRECIATION

The Board acknowledges with appreciation the efforts put in by its employees during the year under review. The Company is grateful to its customers, shareholders, suppliers, financial institutions, bankers, Central and State Governments for their constant support to the Company The Directors also place on record their deep appreciation of the contribution made by employees at all levels. The consistent growth of the Company was made possible by their hard work loyalty, dedication, co-ordination and support.

For and on behalf of the Board of Directors

Place: Mumbai ARUN KUMAR BIYANI

Dated: May 29, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 24th Annual Report on the Operations of the Company together with audited statement of accounts for the year ended 31 st March, 2012.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2011-12 2010-11

Sales & Other Income 39301.98 38521.13

Profit before Depreciation & Tax 1755.62 1752.44

Depreciation 898.75 867.34

Profit before Tax 856.87 885.10

Provision for Taxation including Deferred Taxes 261.56 279.54

Prior year Tax Adjustments 1.74 (214.93)

Profit after Tax 593.57 820.49

Profit brought forward from previous year 1429.56 914.24

Profit available for appropriation 2023.13 1734.73

Appropriation

Transfer to General Reserve 50.00 150.00

Proposed Dividend @ 16% 142.41 133.51

Corporate Dividend Tax 23.10 21.66

Profit carried to Balance Sheet 1807.62 1429.56

2. EXPORTS

The Export Sales of your company have fallen this year. The export sales have dropped by 21 %to Rs 189.80 Crores from Rs. 241.04 Crores. The Recession in the US, Europe continues to affect the demand. Apart from this safeguard measures have been taken by countries like Turkey, Egypt etc by imposing anti dumping duty on Indian origin goods to protect their local industry. The Company's marketing, design and development teams participated in various international trade fairs to acquaint with the latest market trends and better understanding of the customers' requirement. The Company has developed a large design studio for fabric to boost the export sales of value added yarns by introducing new concepts. It is also making efforts to penetrate the new Customers and new International markets, including Brazil, South Korea, Indonesia and China etc.

3. DIVIDEND

Your Directors has recommend dividend on Equity Shares of the Company @ 16% (Rs. 1.60/- per share) for the financial year ended 31st March, 2012. (Previous year 15% (Rs. 1.50/- per share).

4. DIRECTORS

Shri Arunkumar Biyani and Shri Rajendra Prasad Khator shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers themselves for re-appointment. The Board is pleased to recommend their re-appointment.

5. AUDITORS

M/s A. J. Baliya & Associates, Chartered Accountants, retires at the conclusion of the forthcoming annual general meeting and have given their consent for re-appointment.

6. AUDITORS REPORT

There are no specific observations in the Auditors Report requiring further comments under Section 217 (3) of the Companies Act, 1956.

7. FIXED DEPOSITS

Fixed Deposit with your company as at year-end were Rs. 236.93 Lacs. None of these deposits has matured for payment and consequently there were no unclaimed deposits till the date of this report.

8. PARTICULARS OF EMPLOYEES

None of the employees of the Company has received remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pursuant to section 217(i)(e) of the Companies Act, 1956 read with the Companies (disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2 AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standard had been followed.

ii. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31,2012 and of the Profit for the year ended March 31,2012.

iii. proper and sufficient care has been taken 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.

iv. the annual accounts have been prepared on a going concern basis.

11. CORPORATE GOVERNANCE

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given in Annexure to this Report

12. ACKNOWLEDGEMENTS

The Board acknowledges with appreciation the efforts put in by its employees during the year under review. The Company is grateful to its customers and bankers for their support and understanding and the shareholders for their faith and confidence.

For and on behalf of the Board

Place: Mumbai ARUN KUMAR BIYANI

Dated: May 30, 2012 Chairman


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 23rd Annual Report on the Operations of the Company together with audited statement of accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

(Rs. in Lacs) Particulars 2010-11 2009-10

Sales & Other Income 38521.13 24273.82

Profit before Depreciation & Tax 1746.33 1401.38

Depreciation 861.22 792.10

Profit before Tax 885.11 609.27

Provision for Taxation including Deferred Taxes 279.54 311.11

Prior year Tax Adjustments (214.93) 0.76

Profit after Tax 820.50 297.40

Profit brought forward from previous year 914.24 758.04

Profit available for appropriation 1734.73 1055.44 Appropriation

Transfer to General Reserve 150.00 50.00

Proposed Dividend @ 15% 133.51 77.96

Corporate Dividend Tax 21.66 13.25

Profit carried to Balance Sheet 1429.56 914.24

Your Company's performance has considerably improved during the Financial Year 2010-11. The sales have grown by 58.60% from 242.58 cr. to 384.74 cr. Profit before tax has grown by 45.32% from 6.09 cr. to 8.85 cr. Profit after Tax has grown by 176.09 % from 2.97 cr. to 8.20 cr.

2. EXPORTS

Your Company's performance on export front has improved tremendously from the year 2009-10. The company has shown consistent growth every year and in the year 2010-11 the total export turnover has grown by 59.60 % from Rs. 151.03 crores in 2009-10 to Rs. 241.04 crores in 2010-11. Your Company has attracted new customers of international re- pute during the year. The Company's marketing, design and development teams participated in various international trade fairs to acquaint with the latest market trends and better understanding of the customers' requirement. The Company has developed a large design studio for fabric to boost the export sales of value added yarns by introducing new concepts. It is also making efforts to penetrate the new Customers and new International markets, including Brazil, Turkey, Egypt, and China etc.

3. DIVIDEND

Your Directors has recommend dividend on Equity Shares of the Company @ 15% (Rs. 1.5 per share) for the financial year ended 31st March, 2011. (Previous year 10% (Rs. 1.00/- per share).

4. PREFERENTIAL ISSUE

The Company has raised Rs. 607.75 Lacs through Preferential Issue of 11,05,000 fully paid equity shares of Rs. 10/- at a premium of Rs. 45. The allotment of Equity Shares was done on 20th August, 2010 and Equity Shares have been listed for trading at Bombay Stock exchange (BSE) on 19th October, 2010. The Proceeds of the preferential issue have been utilized towards long term resources and general corporate purposes.

(Rs. Lacs) Particulars 31st March, 2011

Money Received 607.75

Utilized for Long Term Resources and General Corporate purposes 607.75

5. DIRECTORS

Shri Ajay D. Biyani and Shri Anil D. Biyani shall retire by rotation at the forthcoming Annual General Meeting of the Com- pany and being eligible, offers themselves for re-appointment. The Board is pleased to recommend their re-appointment.

6. AUDITORS

M/s A. J. Baliya & Associates, Chartered Accountants, retires at the conclusion of the forthcoming annual general meet- ing and have given their consent for re-appointment.

7. AUDITORS REPORT

There are no specific observations in the Auditors Report requiring further comments under Section 217 (3) of the Companies Act, 1956.

8. FIXED DEPOSITS

Fixed Deposit with your company as at year-end were Rs. 166.12 lacs. None of these deposits has matured for payment and consequently there were no unclaimed deposits till the date of this report.

9. PARTICULARS OF EMPLOYEES

None of the employees of the Company has received remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Amendment Rules, 2011.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to section 217(i)(e) of the Companies Act, 1956 read with the Companies (disclosure of Particu- lars in the Report of Board of Directors) Rules, 1988 are annexed.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standard have been followed.

ii. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2011 and of the Profit for the year ended March 31, 2011.

iii. proper and sufficient care has been taken 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.

iv. the annual accounts have been prepared on a going concern basis.

12. CORPORATE GOVERNANCE

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given in Annexure to this Report

13. ACKNOWLEDGEMENTS

The Board acknowledges with appreciation the efforts put in by its employees during the year under review. The Com- pany is grateful to its customers and bankers for their support and understanding and the shareholders for their faith and confidence.

For and on behalf of the Board ARUN KUMAR BIYANI Chairman

Place : Mumbai Date : May 30, 2011


Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report on the Operations of the Company together with audited statement of accounts for the year ended 31st March, 2010.

I. FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2009-10 2008-09

Sales & Other Income 24273.82 20296.43

Profit before Depreciation & Tax 1401.38 1203.43

Depreciation 792.10 728.65

Profit before Tax 609.27 474.78

Provision for Taxation including Deferred Taxes 311.11 219.51

Prior year Tax Adjustments 0.76 10.53

Profit after Tax 297.40 244.74

Profit brought forward from previous year 758.04 618.02

Profit available for appropriation 1055.44 862.76

Appropriation

Transfer to General Reserve 50.00 50.00

Proposed Dividend @ 10% 77.96 46.77

Corporate Dividend Tax 13.25 7.95

Profit carried to Balance Sheet 914.24 758.04

Your Companys performance has considerably improved during the Financial Year 2009-10. The sales have grown by 19 % from Rs. 202.96 cr to Rs. 242.73 cr. Profit before tax has grown by 28 % from Rs. 4.75 cr to Rs. 6.09 cr. Profit after Tax has grown by Rs. 21.22 % from Rs. 2.45 cr to Rs. 2.97 cr.

2. EXPORTS

Your Companys performance on export front has improved tremendously from the year 2007-08. The company has shown consistent growth every year and in the year 2009-10 the total export turnover has grown by 24.66 % from Rs. 121.16 crores in 2008-09 to Rs. 151.03 crores in 2009-10. Your Company has attracted new customers of international repute during the year. The Companys marketing, design and development teams participated in various international trade fairs to acquaint with the latest market trends and better understanding of the customers requirement. The Company has developed a large design studio for fabric to boost the export sales of value added yarns by introducing new concepts. It is also making efforts to penetrate the new Customers and new International markets, including Brazil, Turkey, Egypt, and China etc.

3. DIVIDEND

Your Directors has recommend dividend on Equity Shares of the Company @ 10% (Rs. 1.00 per share) for the financial year ended 31st March, 2010. (Previous year 6% (Rs. 0.60/- per share).

4. EXPANSION

During the year, under review the company invested in construction of warehouse at Village Tambadi near to Dadra plant for storing of Cotton and other raw materials which is completed and operational. The company has also constructed staff colony near the warehouse for its staff and workers. The company has installed 4 Air Texturising Machines to increase production of value added yarns. Installation of these machines is complete and are operating at full capacity. The company has also installed 7 fancy twisting machines. These machines are operational at full capacity. During the financial year 2010- II the company has planned capital Expenditure of about Rs. 20 crores, on completion of the Projet turnover & profitability of the Company will further increase.

5. DIRECTORS

Shri Girdharlal S. Daga and Shri Ashok Kumar Damani shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers themselves for re-appointment. The Board is pleased to recommend their re- appointment.

6. AUDITORS

M/s A. J. Baliya & Associates, Chartered Accountants, retires at the conclusion of the forthcoming annual general meeting and have given their consent for re-appointment.

7. AUDITORS REPORT

There are no specific observations in the Auditors Report requiring further comments under Section 217 (3) of the Companies Act, 1956.

8. FIXED DEPOSITS

Fixed Deposit with your company as at year-end were Rs. 72.85 lacs. None of these deposits has matured for payment and consequently there were no unclaimed deposits till the date of this report.

9. PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to section 2l7(i)(e) of the Companies Act, 1956 read with the Companies (disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are annexed.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 2I7(2AA) of the Companies (Amendment) Act, 2000, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standard had been followed.

ii. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at March 31, 2010 and of the Profit for the year ended March 31, 2010.

iii. proper and sufficient care has been taken 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.

iv. the annual accounts have been prepared on a going concern basis.

12. CORPORATE GOVERNANCE

As required under the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance is given in Annexure to this Report

13. ACKNOWLEDGEMENTS

The Board acknowledges with appreciation the efforts put in by its employees during the year under review. The Company is grateful to its customers and bankers for their support and understanding and the shareholders for their faith and confidence.

For and on behalf of the Board

Place: Mumbai ARUN KUMAR BIYANI

Date: May 22, 2010 Chairman