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Damodar Industries Ltd.

BSE: 521220 Sector: Industrials
NSE: DAMODARIND ISIN Code: INE497D01022
BSE 00:00 | 08 Aug 50.35 0.15
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NSE 00:00 | 08 Aug 49.75
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OPEN 50.40
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VOLUME 9953
52-Week high 78.75
52-Week low 36.50
P/E 6.79
Mkt Cap.(Rs cr) 117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 50.40
CLOSE 50.20
VOLUME 9953
52-Week high 78.75
52-Week low 36.50
P/E 6.79
Mkt Cap.(Rs cr) 117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Damodar Industries Ltd. (DAMODARIND) - Director Report

Company director report

The Board of Directors ('Board') are pleased to submit its report on the performance ofthe Company along with the audited standalone financial statements for the year ended31st March 2022

FINANCIAL RESULTS

(Rs. In Lakhs)
Particulars 2021-22 2020-21
Revenue 90861.49 56763.97
Other income 274.60 742.76
Total Income 91136.09 57506.73
Expenses
Operating expenditure 82968.16 52892.28
Depreciation 2357.83 2410.19
Total expenses 85325.99 55302.47
Profit before finance cost and tax 5810.10 2204.26
Finance costs 2888.26 3072.17
Profit/(Loss) before Tax 2921.84 (867.91)
Less: Provision for Taxation
Current Tax 510.50 0.00
Deferred Tax 1086.40 (248.24)
Mat Credit Entitlement (510.50) 0.00
Profit/(Loss) after Tax 1835.44 (619.67)
Add/(Less): Other Comprehensive Income (net of taxes) 21.69 491.92
Total Comprehensive Income/(Expenses) for the year 1857.13 (127.75)
Opening balance of retained earnings 4066.89 4891.35
Profit for the year 1835.44 (619.67)
Less: Transfer to Reserves 200.00 200.00
Less : Remeasurement of Defined benefit plan (6.07) (4.78)
Balance carried forward 5708.41 4066.89
Earnings per share (EPS) -Basic/Diluted (in Rs.) 7.88 (2.66)

Financial Performance

The Company commenced the financial year amidst a global upheaval due to the COVID-19pandemic. The environment continued to be challenging due to a relapse of the pandemic inmany countries supply chain disruptions and continuous rise in commodity prices andlogistics costs. The situation showed signs of improvement with gradual reduction incommodity prices in the last quarter of FY 2021-22. However the ongoing conflict inUkraine created fresh geopolitical uncertainties and a further surge in the alreadyelevated commodity prices.

The Company achieved a revenue of Rs. 90861.49 Lakhs in FY 2021-22 with growth of about60.07 percent over last year and a net profit of Rs.1835.44 Lakhs as against loss ofRs.619.67 Lakhs in the previous year. The Company progressed well in deploying severalmechanization a cross the production line Marketing new R&D and delivery of productsto improve productivity and quality of execution.

DIVIDEND

The Board of Directors recommends a dividend of Rs. 0.50/- per equity share i.e. 10percent of the nominal value of Rs. 5/- per equity share for the financial year endedMarch 31 2022. The said dividend if approved by the Members at the ensuing AnnualGeneral Meeting would involve a cash outflow of about Rs.116.50 Lakhs.

BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY

Your Directors inform the members that during the year under review the operations ofthe Company stabilised from the aftermath of Covid-19. Your Company geared itself to facethe challenges and made all efforts to continue its operations with full efficiency andvigour. Damodar Industries Limited is set to report a robust double-digit growth inrevenues and all-time high profits in FY22 with improvement in operating margins. Theproducts of the Company are riding high on strong demand and realisations and havereported multi-year high operating profits in the past four quarters even as cotton fibreprices increased parallelly.

Your Company took various steps to overcome the situation which includedrationalisation modernisation programme on need priority basis. Apart from this theCompany enhanced its focus on marketing and value addition to achieve the optimumbenefits. Your Company also focused on cost reduction to improve the profitability alongwith better product mix and improving efficiency. Your Directors inform the members thatdue to above steps the profitability of the Company improved substantially in theFinancial Year2021-22.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 2.00 Crores to the General Reserve out of theamount available for appropriations and an amount of Rs. 57.08 Crores is proposed to beretained in the Profit and Loss Account.

RESERVE AND SURPLUS

Reserves and Surplus stood at to Rs.11542.06 Lakhs as at March 31 2022 compared to Rs.9684.92 Lakhs as at March 31 2021.

SHARE CAPITAL DURING THE YEAR 2021-22

During the year under review there is no change in share capital of the Company.

BOARD MEETINGS

The Board of Directors duly met 5 times during the financial year from April 1 2021 toMarch 31 2022. The dates on which the meetings were held are as follows: June 28 2021August 06 2021 September 14 2021 November 12 2021 and February 10 2022. The time gapbetween any two consecutive meetings are in compliance with the provision of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independentdirectors. On March 31 2022 the Board consists of Six members three of whom areexecutive directors or whole Time Director and Three are independent directors.

The policy of the Company on directors' appointment and remuneration including criteriafor determining qualification positive attributes independence of director and othermatters as required under sub- section (3) of Section 178 of the Companies Act2013 isavailable on our website www.damodargroup.com. There has been no change in the policysince the last fiscal year. We affirm that remuneration paid to directors is as per theterms laid out in the nomination and remuneration policy of the company.

As per the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015the listed Companies are required to formulate certain policies. As a good corporateentity the Company has already formulated several corporate governance policies and thesame are available on the Company's website i.e. www.damodargroup.com. The said policiesare reviewed periodically by the Board to make them in compliance with the newRegulations/ requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors Retiring by Rotation

Pursuant to Section 152 and other applicable provisions of the Act and the Articles ofAssociation of your Company one-third of the Directors (other than Independent Directors)as are liable to retire by rotation shall retire every year and if eligible offerthemselves for re-appointment at every AGM. Consequently Mr. Anil D. Biyani (DIN:00016554) retires by rotation and being eligible offers himself for re-appointment inaccordance with provisions of the Act.

INDEPENDENT DIRECTORS

The Independent Directors have submitted a declaration that each of them meet thecriteria for independence as laid down under Section 149(6) of the Act read with Rulesframed thereunder and Regulation 16 of the Listing Regulations and that they are not awareof any circumstance or situation which exists or is anticipated that could impair orimpact their ability to discharge their duties 0with an objective independent judgment andwithout any external influence as required under Regulation 25 of Listing Regulations.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act the KMP's of your Company forFinancial Year 2021-22 were Mr. Ajay Biyani Managing Director Mr. Sheetal PrasadSinghal Chief Financial Officer and Mr. Subodh Kumar Soni Company Secretary of theCompany.

BOARD EVALUATION

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

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirement of the SEBI (Prohibition of Insider Trading) Regulations 2015 and the InsiderTrading Policy of the Company covering code of practices and procedures for fairdisclosure of unpublished price sensitive information and code of conduct for preventionof insider trading is available on our website www. damodargroup.com. All Directors andSenior Management Personnel have affirmed compliance with the Code. A declaration to thiseffect signed by the Managing Director and Chief Financial Officer of the Company appearselsewhere in this Annual Report.

CHANGE IN NATURE OF BUSINESS IF ANY

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

CREDIT RATING

The Company has obtained the credit rating on Long Term Bank Loan facility and shortterm Bank Loan from Credit Rating Agency 'CRISIL' which is as under:

(i) Rating on Long Term Bank Loan facility: 'CRISIL BBB-/Stable'

(ii) Rating on Short Term Bank Loan: 'CRISIL A3'

(iii) Rating on Fixed Deposit: 'FB-/Stable'

DIRECTOR'S RESPONSIBILITY STATEMENT

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

(a) that in the preparation of the annual financial statements for the year ended March31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2022 and of the profit of the Company for the year ended onthat date;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 financialcontrols were adequate and were operating effectively.

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

DETAIL OF FRAUD AS PER AUDITORS REPORT

During the year under review neither the statutory auditors nor the secretarialauditors has reported to the audit committee under section 143 (2) of the CompaniesAct2013 any instance of fraud committed against the Company by its officers or employeethe details of which would need to be mentioned in the Board Report.

COMMITTEE OF THE BOARD

The composition and terms of reference of the Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and CSR Committee have beenfurnished in the Corporate Governance Report forming part of this Annual Report. There hasbeen no instance where the Board has not accepted the recommendations of the AuditCommittee and Nomination and Remuneration Committee.

STATUTORY AUDITORS AND AUDITOR'S REPORT

M/s.Swati Kanse & Co. Chartered Accountants (FRN No. 132689W) have been appointedas the Statutory Auditors of the Company for an initial term of five years from theconclusion of the 32th Annual General Meeting till the conclusion of the 37th AnnualGeneral Meeting of the Company.

The Report of the Statutory Auditors along with the Notes to Schedules forms part ofthe Annual Report and contains an Unmodified Opinion without any qualificationreservation disclaimer or adverse remark.

The Statutory Auditors of the Company have not reported any fraud as specified inSection 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hadappointed M/s. Pramod Jain and Co. Company Secretaries in Practice to undertake thesecretarial audit of the Company for the year 2021-22. The Secretarial Audit Report isannexed as Annexure I.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During Financial Year 2021-22 the Company has complied with the relevant provisions ofSecretarial Standards issued by the Institute of Company Secretaries of India on BoardMeetings and General Meetings.

COST AUDIT

The Board on the recommendation of the Audit Committee had appointed M/s. Dilip M.Bathija Cost Accountants (FRN No.100106) as cost auditor to conduct the audit ofCompany's cost records for the financial year ended March 31 2022. The Cost Auditors havesubmitted there report for the year 2020-21.

The Cost Audit Report for the year ended March 31 2021 will file with the CentralGovernment within the prescribed time.

In accordance with the provisions of section 148 of the Act read with the Companies(Audit and Auditors) Rules 2014 since the remuneration payable to the Cost Auditors forFY 2022-23 is required to be ratified by the shareholders the Board recommends the samefor approval by shareholders at the ensuing AGM.

INTERNAL AUDITOR

As per requirements of Section 138(1) of the Companies Act 2013 read with rule 13 ofthe Companies (Accounts) Rules 2014 the Board of Directors of the Company had appointedMr. Vikas Kakani Chartered Accountants Employee of the Company as Internal Auditor ofthe Company to conduct Internal Audit of business processes financial reporting controlscompliance with applicable laws regulations etc. for the year 2021-22. He resigned asInternal Auditor of the Company w.e.f December 23 2021. The Board of Directors hadappointed Mr. K. Maliwal & Associate Chartered Accountants as Internal Auditor of theCompany w.e.f. 10/02/2022.

FIXED DEPOSITS:

Details relating to Fixed Deposits covered under Chapter V of the Companies Act2013as under:

a. Accepted and renewed during the year : Rs.234531000/-
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 wouldimpact the going concern status of the Company and its future operations.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124 125 and other applicable provisionsif any of the Companies Act 2013 read with the Investor Education Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referred to as"IEPF Rules") (including any statutory modification(s) or re-enactment(s)thereof for the time being in force) the amount of dividend remaining unclaimed or unpaidfor a period of seven years from the date of transfer to the unpaid dividend account isrequired to be transferred to the IEPF maintained by the Central Government. In pursuanceof this the dividend remaining unclaimed or unpaid in respect of dividends declared uptointerim dividend for the financial year ended March 31 2015 have been transferred to theIEPF. The details of the unclaimed dividends so transferred are available on the Company'swebsite www.damodargroup.com and in the website of the Ministry of Corporate Affairs atwww.mca.gov.in

In accordance with Section 124(6) of the Act read with the IEPF Rules all the sharesin respect of which dividend has remained unclaimed or unpaid for seven consecutive yearsor more are required to be transferred to the demat account of the IEPF Authority.Accordingly all the shares in respect of which dividends were declared upto interimdividend for the financial years ended March 31 2015 and remained unpaid or unclaimedwere transferred to the IEPF. The details of such shares transferred have been uploaded inthe Company's website www.damdoargroup.com.

The shares and unclaimed dividend transferred to the IEPF can however be claimed backby the concerned shareholders from IEPF Authority after complying with the procedureprescribed under the IEPF Rules. The Member/Claimant is required to make an onlineapplication to the IEPF Authority in Form IEPF -5 (available on www.iepf.gov.in)

During the year under review the Company has transferred a sum of Rs. 175324 (forfinal dividend of FY 2013-14) to Investor Education and Protection Fund (IEPF) pursuant toSection 125 of the Companies Act 2013. The said amount represents dividend for theFinancial Year 2013-14 which remained unclaimed by the members of the Company for a periodexceeding 7 years from its due date of payment. During the Financial Year the Company hasalso transferred 22000 Equity Shares of into IEPF pursuant to Section 124(6) of the Act.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Also pursuant to Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Hereinafter as the "SEBIListing Regulations") particulars of Loans/ Advances have been disclosed in thenotes to the Standalone Financial Statements forming part of the Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of our Report. A certificate hasbeen received from the Practicing Company Secretary regarding compliance of the conditionsof Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Both appear elsewhere in the Annual Report.

RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identifyevaluate manage and monitor all types of risks associated with the business of theCompany. The Board as well as Audit Committee regularly overseas the risk managementprocess in the Company as required under 134(3)(n) of the Companies Act 2013 and TheSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Your Company isoperating in Textile segment and has identified certain risks which may affect theperformance of the Company. These are operational risks such as fluctuation in cottonprices fluctuation in foreign exchange rates Labour problems and regulatory risks suchas change in Government Policy with respect to Textile Industry etc. The Company's RiskManagement Policy aims to suggest the steps to be taken to control and mitigate the riskassociated with the Company's Textile Business. We are of opinion that none of identifiedrisk is such that which may threaten the existence of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34(2) (e) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations2015 the ManagementDiscussion and Analysis Report is presented in a separate section forming part of theAnnual Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to reportgenuine concerns. The vigil mechanism provides for adequate safeguards againstvictimization of person who use vigil mechanism and also provide direct access to Chairmanof the Audit Committee and Managing Director of the Company in appropriate and exceptionalcases.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww. damodargroup.com

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

As required under the above mentioned Act we report that in the year 2021-22 no caseof sexual harassment of women was filed under the said Act.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and your Company'soperations. However Members attention is drawn to the Statement on Contingent Liabilitiesand Commitments in the Notes forming part of the Financial Statement.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules2014 is given in the Annexure-II to this report.

EXTRACT OF ANNUAL RETURN

Draft Annual Return in form MGT 7 as on March 31 2022 is available on the Company'swebsite at www.damodargroup.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR policy of the Company and the initiatives undertaken bythe Company on CSR activities during the year under review are set out in Annexure- III ofthis Report in the format prescribed under the Companies (Corporate Social ResponsibilityPolicy)Rules 2014. The CSR policy is also available on the website of your Company athttp://damodargroup.com/investors/policies/ CSR_Policy_Final.pdf. For other detailsregarding the CSR Committee please refer to the Corporate Governance Report which is apart of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

There were Related Party Transactions (RPTs) entered into by the company during thefinancial year which attracted the provisions of Section 188 of Companies Act 2013.However there were not material RPTs which got covered as material RPTs under Regulation23 of SEBI (LODR) 2015. During the year 2021-22 pursuant to Section 177 of the CompaniesAct 2013 and Regulation 23 of SEBI LODR 2015 all RPTs were placed before Audit Committeefor its prior/omnibus approval and taken prior approval from shareholders.

POLICY ON REMUNERATION OF DIRECTORS

Your Company has adopted a Remuneration Policy for the Directors KMP SeniorManagement and other employees pursuant to the provisions of the Act and the ListingRegulations. The key principles governing your Company's Remuneration Policy and connectedmatter as provided in section 178(3) of the Act has been disclosed in the CorporateGovernance Report which forms part of this Report. It is affirmed that the remunerationpaid to Directors KMP and all other employees is as per the Remuneration Policy of yourCompany. The Remuneration Policy for Directors KMP and other Employees is uploaded on thewebsite of your Company at http://damodargroup.com/investors/policies/remuneration_policy.pdf.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR(S):

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programfor the Independent Directors to familiarize them with their role rights andResponsibilities as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the familiarization program areexplained in the Corporate Governance Report and are also available on the Company'swebsite at www. damdoargroup.com.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

According to Section 134(5)(e) of the Act the term Internal Financial Control ('IFC')means the policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company's internal control systems are commensurate with its size and the nature ofits operations. The Company has a strong and independent Internal Audit department. TheAudit Committee also deliberates with the members of the management considers the systemsas laid down and meets the internal auditors and statutory auditors to ascertain theirviews on the internal financial control systems. Further details are provided in theManagement Discussion and Analysis Report which forms a part of the Annual Report.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 disclosureis required as per provisions of Section 43(a (ii) of the Act read with Rule 4(4) of theCompanies (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 andhence no disclosure is required as per provisions of Section 54(1)(d) of the Act read withRule 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 duringthe year under review and hence no disclosure is required as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.

ACKNOWLEDGMENTS

Your Directors wish to express their appreciation for the assistance and co-operationreceived from the Members Banks Government Authorities Customers SuppliersAssociates Employees and Various Authorities. The directors of the Company thank allstakeholders for their valuable sustained support and encouragement towards the conduct ofthe proficient operation of the Company and look forward to their continued support duringthe year.

For and behalf of the Board
Arunkumar Biyani
Chairman
Place : Mumbai
Date : May 282022

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