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Directors Report of Damodar Industries Ltd.

Mar 31, 2018

BOARD''S REPORT

Dear Shareholders,

The Directors have the pleasure of presenting their Thirtieth Annual Report on the business and operations of the Company on standalone basis and the accounts for the financial year ended March 31, 2018.

FINANCIAL RESULTS: (Rs, In Lakhs)

Particulars

2017-18

2016-17

Net Turnover & Other Income

65188.96

70474.05

Profit before Depreciation & Tax

2620.66

2571.68

Less: Depreciation

850.53

1188.53

Profit before Tax

1770.13

1383.15

Less: Provision for Taxation

Current Tax

445.00

574.89

Deferred Tax

153.96

(96.76)

Earlier Year Adjustment

-

0.08

Profit after Tax

1171.17

904.94

Add/(Less): Other Comprehensive Income (net of taxes)

(33.86)

80.97

Total Comprehensive Income/(Expenses) for the year

1137.31

985.91

Earnings per share (EPS)

Basic/Diluted (in Rs.)

10.53

8.13

Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017.

REVIEW OF PERFORMANCE

During the Financial year 2017-18, your company''s performance has been fairly good, amidst a volatile and competitive market environment caused due to De-monetisation and GST implementation. On the standalone basis, your company recorded total sales of Rs. 64965.32 Lakhs in the FY 2017-18, as compared to Rs. 70402.39 Lakhs in the previous year, reflecting a decline of 7.72%. The decline in the sales is due to change in the accounting of Indirect Taxes. In previous year sales includes indirect Taxes, whereas from 1st July 2017 GST is not part of sales turnover. Total export turnover of the company stood at Rs.40999.17 Lakhs in the FY 2017-18. The profit after tax for the financial year 2017-18 is Rs. 1171.17 Lakhs as compared to Rs. 904.94 Lakhs during the previous year, recording a growth of 29.42%,which is really commendable.{Kindly note that the figures have been regrouped in accordance with the Indian Accounting Standards (hereinafer referred to as the "Ind AS").This financial statement for FY 2017-18 are the first financials with comparatives, prepared under Ind AS.}

EXPANSION:

During the year under review, your Company has incurred capital expenditure of Rs.4542.50 Lakhs towards increasing productivity in weaving and processing activities, which was financed by way of internal accruals of the Company.

DIVIDEND

The Board of Directors is pleased to recommend a Dividend of 30% (i.e. @ Rs. 3/- per Equity Share) for the Financial Year (FY) 2017-18, subject to the approval of the Members. Dividend for the previous FY 2016-17 was declared @ 28% (i.e. @ Rs. 2.80/- per Equity Share). The Dividend for FY 2017-18 shall be paid to those Shareholders and Beneficial Owners whose names appear in the Register of Members as on the date of the Book Closure for dividend payment.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 200.00 Lakhs to the General Reserve out of the amount available for appropriations and an amount of Rs. 5848.68 Lakhs is proposed to be retained in the Profit and Loss Account.

RESERVE AND SURPLUS

Reserves and Surplus stood at to Rs. 9439.61 Lakhs as at March 31, 2018 compared to Rs. 8727.68 Lakhs as at March 31, 2017. The increase was due to retained earnings.

BOARD MEETINGS

The Board of Directors duly met 6 times during the financial year from April 1, 2017 to March 31, 2018. The dates on which the meetings were held are as follows:

May 29, 2017, August 11, 2017, November 11, 2017, January 23, 2018, February 14, 2018 and March 29,2018.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors. On March 31, 2018 the Board consists of seven members, three of whom are executive directors or whole Time Director and four are independent directors.

The policy of the Company on directors'' appointment and remuneration including criteria for determining qualification, positive attributes independence of director and other matters as required under sub- section (3) of Section 178 of the Companies Act,2013 is available on our website www.damodargroup.com. There has been no change in the policy since the last fiscal year. We affirm that remuneration paid to directors is as per the terms laid out in the nomination and remuneration policy of the company.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Board of Directors hereby certify that the Independent Directors appointed on the Board, meet the criteria pursuant to Section 149(6) of the Companies Act, 2013.

Further, The Company has received necessary declaration from each independent director under section 149 (7) of the Companies Act, 2013, that he/she meet the criteria of independence laid down in Section 149 (6) of the Companies Act,2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new independent directors inducted into the Board attend an orientation programme. The Details of training and familiarization programme are provided in the Corporate Governance Report and also available on our website www.damodargroup.com.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for prevention of insider trading is available on our website www.damodargroup.com.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT

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 his re-appointment.

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, 2018, 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, 2018 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.

COMMITTEE OF THE BOARD

The Board has five committees, the Audit Committee, the Nomination and Remuneration Committee, the Stake holders Relationship Committee, the Corporate Social Responsibility Committee, the Risk Management Committee. The detailed note on the composition of the Board and its committees is provided in the Corporate Governance report section of this Annual Report.

STATUTORY AUDITORS AND AUDITOR''S REPORT

In accordance with Section 139 of the Companies Act, 2013, M/s. Jitendra Mishra & Company, Chartered Accountants (FRN No. 125334W), were appointed by the shareholders of the Company at the 27th Annual General Meeting held on August 7, 2015, as Statutory Auditors for a period of 5 years to hold office until the conclusion of the 32nd Annual General Meeting of the Company in calendar year 2020.

In accordance with the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the appointment of the Statutory Auditor is required to be ratified by the shareholders at every Annual General Meeting during their tenure.

M/s. Jitendra Mishra & Company, Chartered Accountants (FRN No. 125334W) , have confirmed that they are eligible for having their appointment as Statutory Auditors ratified at this Annual General Meeting (AGM). Accordingly, approval of shareholders is being sought at this AGM for ratification of their appointment.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2018.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Pramod Jain & Co., Practicing Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for the financial year 2018-19.

The Secretarial Audit Report of M/s. Pramod Jain & Co., Practicing Company Secretaries for the financial year ended March 31,2018 is annexed as Annexure-A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COST AUDIT

M/s. Dilip M. Bathija, Cost Accountants (FRN No.100106) have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31, 2019. They were also the Cost Auditors for the previous year ended March 31, 2018. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by the Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2019.

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 had appointed M/s. Pokharna Somani & 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 for the year 2017-18.

FIXED DEPOSITS

Details relating to Fixed Deposits, covered under Chapter V of the Companies Act,2013, as under:

a. Accepted during the year : Rs. 31,33,68,000/-/-

b. Remained unpaid or unclaimed as at the end of the year : 0.00

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 11, 2017 (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.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per Regulations 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, 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.

RISK MANAGEMENT

At present there is no identifiable risk which, in the opinion, of the board may threaten the existence of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34(2) (e) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 the Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to Chairman of the Audit Committee and Managing Director of the Company in appropriate and exceptional cases.

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 www.damodargroup.com

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION & REDRESSAL) ACT, 2013

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero- tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy as per under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 against Sexual Harassment for its employees. The policy allows any employee to freely report any such act and prompt action will be taken thereon. The Policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company.

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.

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)

Corporate Social Responsibility is the Company''s intent to make a positive difference to the society. As per Companies Act, 2013 which requires Companies contribute some part of its profits towards the CSR activities. We have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. With the CSR Vision, Build a powerful partnership Society for Sustainable Development and to improve the quality of life of the communities we serve through long tern stakeholders'' value creation. We are committed to operate our business with emphasis on CSR in all areas of our operation. The Corporate Social Responsibility Policy enumerating the CSR activities to be undertaken by the Company, in accordance with Schedule VII to the Companies Act,2013 was recommended to the Board and the Board adopted the same.

The Company''s spend on the CSR activities has been less than the limits prescribed under the Companies Act 2013. This is because the company did not find any further suitable projects or programs during the year to spend, for achieving the prescribed limit as per the Companies Act,2013. However the CSR activities are scalable which coupled with new initiatives that may be considered in future , moving forward the Company will endeavor to spend on CSR activities in accordance with the prescribed limits.

The said policy is also available on the website www.damodargroup.com. The Annual Report under CSR activities is annexed to the report as Annexure D.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company has formulated a policy on dealing with Related Party Transaction. The said policy is available on the Company''s website www.damodargroup.com

Pursuant to the provisions of Regulation 23 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of Audit Committee was sought for entering into related party transactions. During the year the Company had entered into related party transaction with family members of executive directors of the company as per Listing Regulations. The Company had taken the approval from the shareholders at Annual General Meeting held on August 11, 2017 for entering into related party transaction as per listing regulations and the particulars contracts entered during the year as per form AOC-2 is enclosed as Annexure-F.

DISCLOSURE OF POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 mandated the formulation of certain policies for all listed Companies. All our Corporate Governance policies are available on our website www.damodargroup.com. All our corporate policies are reviewed periodically by the Board and undated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have adopted by the Company are as follows:

- NOMINATION, REMUNERATION AND EVALUATION POLICY: The policy formulates the criteria for determining qualification competencies, positive attributes and independence of a director and also criteria for determining the remuneration of the directors'' key managerial personnel and other employees. The said policies is attached as Annexure-G as form t

the part of Boards Report.

- RELATED PARTY TRANSACTION POLICY: The Policy regulated all transaction between the Company and its related party in terms of Section 188 of the Companies Act, 2013

- CORPORATE SOCIAL RESPONSIBILITY: The Policy outlines the Company strategy to bring about a positive impact on society through programme relating to hunger, education healthcare and environment.

- POLICY ON MATERIAL SUBSIDIARIES: The policy used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company.

- WHISTLE BLOWER POLICY: The Company adopted the whistle blower mechanism for director and employee to report concerns about unethical behavior, actual or suspended fraud, violation of Company rules of other matters or activity on account of which the interest of the company affected.

- INSIDER TRADING POLICY: The policy provides the framework in dealing with securities of the Company. INTERNAL CONTROL SYSTEM AND AUDIT

In terms of Section 134 of the Companies Act 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee on a regular basis.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

(B) ISSUE OF SWEAT EQUITY SHARES

The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

APPRECIATION

Your Directors take this opportunity to place on record their warm appreciation for the invaluable contribution and spirit of dedication shown by the employees at all levels during FY 2017-18. The Directors also express their deep For and on behalf of the Board gratitude for the business assistance, co-operation and support extended to your Company by its Customers, Distributors, Dealers, Suppliers, Service Providers, Bankers, various Government Organizations / Agencies & Shareholders and look forward to their continued support and co-operation in future

For and on behalf of the Board

Sd/-

Arunkumar Biyani

Place: Mumbai Executive Chairman

Date : May 26,2018 (DIN:00016519)


Mar 31, 2016

BOARD''S REPORT

Dear Shareholders,

The Directors have great pleasure in presenting the 28th Annual Report on the Operations of the Company together with audited statement of accounts for the year ended March 31, 2016.

FINANCIAL RESULTS - AN OVERVIEW:

Members would be happy to note that your company has had a successful year of operation, which resulted in an after tax profit of Rs,1039.41 Lacs.

(Rs, In Lacs)

Particulars

2015-16

2014-15

Sales & Other Income

62136.80

73527.04

Profit before Depreciation & Tax

2809.94

3056.89

Depreciation

1277.97

1249.55

Profit before Tax

1531.97

1807.34

Provision for Taxation including Deferred Taxes

492.56

617.57

Profit after Tax

1039.41

1189.77

Profit brought forward from previous year

4295.49

3595.95

Profit available for appropriation

5334.91

4785.72

Appropriation

Transfer to General Reserve

422.52

200.00

Interim Dividend @ 15%

166.89

133.51

Proposed Final Dividend @ 12 %

133.51

89.00

Corporate Dividend Tax

61.15

44.49

Profit carried to Balance Sheet

4,550.84

4295.4

BUSINESS PERFORMANCE:

The year witnessed good performance with all- round growth from Domestic and overseas sales. Your company registered sales growth of 4.7% to Rs, 620.94 Cr. from Rs, 593.04 Cr. in the previous year. The growth was achieved at a time when the overall textile market declined in the current scenario. Company''s existing product portfolio was praiseworthy as they improved their market shares both domestically and globally. Total Export Turnover was ''347 Cr. or approx 56% of revenues in 2015-16.

DIVIDEND:

The Board, in its meeting held on February 2, 2016, declared an interim dividend of Rs,1.50 per equity shares. Further, The Board, in its meeting held on May 27, 2016 has recommended a final dividend of Rs,1.20 per equity shares for the financial year ended March 31, 2016. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on August 20, 2016. Together with the Interim dividend of Rs,1.50/- per share, total dividend for the financial year ended March 31, 2016 works out to be Rs, 2.70/- per equity share of Rs, 10/- each. The total dividend payout (including dividend distribution tax) for the current year is Rs, 300.40 Lacs. as against Rs, 222.52 Lacs. in the previous year. The Company have paid Dividend Distribution Tax of Rs, 61.15 Lacs for the year March 31,2016.

BONUS SHARE:

The Company has allotted 2225162 fully paid up equity shares of face value Rs, 10 in September 2015 to shareholders of the Company in proportion of 4:1 and consequently, the number of issued and fully paid equity shares increased from 8900650 to 11258112.

TRANSFER TO RESERVES:

The Company proposes to transfer Rs, 422.52 Lacs to the General Reserve out of the amount available for appropriations and an amount of Rs, 4550.84 Lacs is proposed to be retained in the Profit and Loss Account.

RESERVE AND SURPLUS:

Reserves and Surplus stood at to Rs, 7741.78 Lacs as at March 31, 2016 compared to Rs, 7286.43 Lacs as at March 31,2015. The increase was due to retained earnings.

BOARD MEETINGS:

The Board of Directors duly met 8 times during the financial year from 1st April, 2015 to 31st March, 2016. The dates on which the meetings were held are as follows:

May 27, 2015, August 04, 2015, August 07, 2015 September 8, 2015 October 30, 2015, November 8, 2015, February 2, 2016 and February 9, 2016.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors. On March 31, 2016 the Board consists of seven members, three of whom are executive directors or whole Time Director and four are independent directors.

The policy of the Company on directors'' appointment and remuneration including criteria for determining qualification, positive attributes independence of director and other matters as required under sub- section (3) of Section 178 of the Companies Act,2013 is available on our website http://damodargroup.com/pdf/ DIL_policies.pdf. There has been no change in the policy since the last fiscal year. We affirm that remuneration paid to directors is as per the terms laid out in the nomination and remuneration policy of the company.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received necessary declaration from each independent director under section 149 (7) of the Companies Act, 20113, that he/she meet the criteria of independence laid down in Section 149 (6) of the Companies Act,2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provisions of Companies Act,2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015, 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.

FAMILIARIATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All new independent directors inducted into the Board attend an orientation programme. The Details of training and familiarization programme are provided in the corporate governance Report and also available on our website http://damodargroup.com/pdf/DIL_policies.pdf

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpolished price sensitive information and code of conduct for prevention of insider trading is available on our website http://damodargroup.com/investors/code-conduct.php

LISTING AGREEMENT:

The Securities and Exchange Board of India on September 2,2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and the said Regulation were effect from December 1, 2015. All listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited during December,2015.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 mandated the formulation of certain policies for all listed Companies. All our corporate governance policies are available on our website www.damodargroup.com. All our corporate policies are reviewed periodically by the Board and undated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics, key policies that have adopted by the Company are as follows:

- Nomination and Remuneration Policy: The policy formulates the criteria for determining qualification competencies, positive attributes and independence of a director and also criteria for determining the remuneration of the directors'' key managerial personnel and other employees.

- Related Party Transaction Policy: The Policy regulated all transaction between the Company and its related party.

- Corporate Social Responsibility Policy: The Policy outlines the Company strategy to bring about a positive impact on society through programme relating to hunger, education healthcare and environment.

- Policy on Material Subsidiaries: The policy used to determine the material subsidiaries and material non listed Indian subsidiaries of the Company.

- Whistleblower Policy : The Company adopted the whistleblower mechanism for director and employee to report concerns about unethical behavior, actual or suspended fraud , violation of Company rules of other matters or activity on account of which the interest of the company affected.

- Insider Trading Policy: The policy provides the framework in dealing with securities of the Company. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year, there was no changes in the nature of business of the Company DIRECTORS AND KEY MANAGERIAL PERSONNEL CESSATION:

There is no director and Key Managerial personnel had resigned from the services of the Company. APPOINTMENT:

Mr. Arunkumar Biyani - Retiring Director:

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.

DIRECOTR''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, 2016, 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, 2016 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.

COMMITTEE OF THE BOARD:

The Board has five committees, the Audit committee, the Nomination and Remuneration committee, the Stake holders Relationship Committee, the Corporate Social Responsibility Committee and the Risk Management Committee. The detailed note on the composition of the Board and its committees is provided in the corporate Governance report section of this Annual Report.

AUDIT OBSERVATIONS:

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

AUDITORS: i) Statutory Auditors:

Your Company''s Auditors, M/s. Jitendra Mishra & Co., Chartered Accountants, were appointed as the Statutory Auditors at the 27th Annual General Meeting for a term of 5 years. Their appointment is to be ratified by the shareholders under Section 139 of the Companies Act, 2013 at the ensuing Annual General Meeting.

The Statutory Auditor''s Report does not contain any qualification, reservation or adverse remark.

ii) Cost Auditor:

Your Company''s Cost Accountant, M/s. Dilip M. Bathija, was appointed by the Board of Directors at its meeting held on May 27, 2015 to audit the Cost Accounting records, as may be applicable to the Company for the financial year 2015-16 and their remuneration has been approved at the previous Annual General Meeting.

iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Pramod Jain & Co., Company Secretaries, as its Secretarial Auditor to undertake the Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report certified by our Secretarial Auditors, in the specified form MR-3 is annexed herewith and forms 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 : ''12,67,80,000/-

b. Remained unpaid or unclaimed as at the end of the year : ''3,77,000/

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 7, 2015 (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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

VIGIL MECHANISM (Whistle Blower Policy):

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero- tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy as per under Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 against Sexual Harassment for its employees. The policy allows any employee to freely report any such act and prompt action will be taken thereon. The Policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company.

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 endeavour 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In terms Schedule (V)(D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, 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):

Corporate Social Responsibility is the Companies intent to make a positive difference to the society. As per Companies Act, 2013 which requires Companies contribute some part of its profits towards the CSR activities. we have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. With the CSR Vision, Build a powerful partnership Society for Sustainable Development and to improve the quality of life of the communities we serve through long term stakeholders'' value creation. We are committed to operate our business with emphasis on CSR in all areas of our operation. The Corporate Social Responsibility Policy enumerating the CSSR activities to be undertaken by the Company, in accordance with Schedule VII to the Companies Act,2013 was recommended to the Board and the Board adopted the same.

The said policy was also available on the website http://damodargroup.com/pdf/DIL_CSR_Policy.pdf. The Annual Report under CSR activities is annexed to the report as Annexure D.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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

In terms of Section 134 of the Companies Act 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee on a regular basis.

M/s. Shailendra Jain & Associates, Chartered Accountants, acts as the Internal Auditor of the Company under Section 138 of the Companies Act, 2013.

ACKNOWLEDGMENT:

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders - shareholders, bankers, dealers, vendors and other business partners for the excellent support received from them during the year under review. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the Board

Sd/-

Place: Mumbai Arunkumar Biyani

Date: May 27, 2016 Chairman


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

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