The Board of Directors ('Board?) are pleased to submit its report
on the performance of the Company, along with the audited standalone financial statements
for the year ended 31st March, 2023
FINANCIAL RESULTS
(Rs. In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Revenue |
68,278.88 |
90861.49 |
| Other income |
1,366.68 |
274.60 |
| Total Income |
69,645.56 |
91136.09 |
| Expenses |
|
|
| Operating expenditure |
64,573.60 |
82968.16 |
| Depreciation |
2,297.77 |
2357.83 |
| Total expenses |
66,871.37 |
85325.99 |
| Profit before finance cost and tax |
2,774.19 |
5810.10 |
| Finance costs |
2,583.20 |
2888.26 |
| Profit/(Loss) before Tax |
190.99 |
2921.84 |
| Less: Provision for Taxation |
|
|
| Current Tax |
27.88 |
510.50 |
| Deferred Tax |
111.32 |
1086.40 |
| Mat Credit Entitlement |
(27.88) |
(510.50) |
| Profit/(Loss) after Tax |
79.67 |
1835.44 |
| Add/(Less): Other Comprehensive Income (net of taxes) |
(8.52) |
21.69 |
| Total Comprehensive Income/(Expenses) for the year |
71.15 |
1857.13 |
| Opening balance of retained earnings |
5708.41 |
4066.89 |
| Profit for the year |
79.67 |
1835.44 |
| Less: Transfer to Reserves |
0.00 |
200.00 |
| Less : Remeasurement of Defined benefit plan |
(2.35) |
(6.07) |
| Balance carried forward |
|
5708.41 |
| Dividend Paid |
11.65 |
0.00 |
| Earnings per share (EPS) -Basic/Diluted (in Rs.) |
0.34 |
7.88 |
Financial Performance
The ongoing conflict in Ukraine created fresh geopolitical
uncertainties and a further surge in the already elevated commodity prices The environment
continued to be challenging due to a supply chain disruptions and continuous rise in
commodity prices and logistics costs. The situation showed signs of improvement with
gradual reduction in commodity prices in the last quarter of FY 2022-23. However, the
ongoing conflict in Ukraine created fresh geopolitical uncertainties and a further surge
in the already elevated commodity prices.
The Company achieved a revenue of Rs. 68278.88 Lakhs in FY 2022-23 and
a net profit of Rs.79.67 Lakhs as against profit of Rs.1835.44 Lakhs in the previous year.
The Company progressed well in deploying several mechanization across the production line,
Marketing, new R&D and delivery of products to improve productivity and quality of
execution.
DIVIDEND
The Board of Directors has not recommended a dividend.
BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY
Your directors inform the members that during the year under review,
the operations of the Company stabilized from the aftermath of Covid-19. Your Company
geared itself to face the challenges and made all efforts to continue its operations with
full efficiency and vigour.
TRANSFER TO RESERVES
The Company has not transferred profit to the General Reserve.
RESERVE AND SURPLUS
Reserves and Surplus stood at to Rs10331.71Lakhs as at March 31, 2023
compared to .11542.06 Lakhs as at March 31, 2023 .
SHARE CAPITAL DURING THE YEAR 2022-23
During the year under review, there is no change in share capital of
the Company.
BOARD MEETINGS
The Board of Directors met Five (5) times during the financial years
2022-23. The Meetings were held on May 28, 2022, August 09, 2022, November 12, 2022,
February 9, 2023 and March 13,2023. The time gaps between any two consecutive meetings are
in compliance with the provision of the Companies Act, 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
independent directors. On March 31, 2023 the Board consists of Six members, three of whom
are executive directors or whole Time Director and Three 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.
As per the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, the listed Companies are required to formulate certain policies. As a
good corporate entity, the Company has already formulated several corporate governance
policies and the same are available on the Company?s website i.e.
www.damodargroup.com. The said policies are reviewed periodically by the Board to make
them in compliance with the new Regulations/ requirements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors Retiring by Rotation
Pursuant to Section 152 and other applicable provisions of the Act, and
the Articles of Association 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, offer themselves for re-appointment at every AGM. Consequently, Mr. Ajay
Biyani (DIN: 00014896), retires by rotation and being eligible, offers himself for
reappointment in accordance with provisions of the Act.
INDEPENDENT DIRECTORS
The Independent Directors have submitted a declaration that each of
them meet the criteria for independence as laid down under Section 149(6) of the Act read
with Rules framed thereunder and Regulation 16 of the Listing Regulations and that they
are not aware of any circumstance or situation, which exists or is anticipated, that could
impair or impact their ability to discharge their duties 0with an objective independent
judgment and without 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 for Financial Year 2022-23 were Mr. Ajay Biyani, Managing Director, Mr.
Sheetal Prasad Singhal, Chief Financial Officer and Mr. Subodh Kumar Soni, Company
Secretary of the Company.
Mr. Subodh Kumar Soni, Company Secretary of the Company has resigned
w.e.f. 07/06/2023.
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.
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. All Directors and Senior Management Personnel have affirmed compliance
with the Code. A declaration to this effect signed by the Managing Director and Chief
Financial Officer of the Company appears elsewhere 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 short term 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 to state:
(a) that in the preparation of the annual financial statements for the
year ended March 31, 2023 , 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, 2023 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.
DETAIL OF FRAUD AS PER AUDITORS REPORT
During the year under review, neither the statutory auditors nor the
secretarial auditors has reported to the audit committee, under section 143 (2) of the
Companies Act,2013, any instance of fraud committed against the Company by its officers or
employee, the 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 and Remuneration Committee, Stakeholders Relationship Committee and CSR
Committee have been furnished in the Corporate Governance Report forming part of this
Annual Report. There has been no instance where the Board has not accepted the
recommendations of the Audit Committee and Nomination and Remuneration Committee.
STATUTORY AUDITORS AND AUDITOR?S REPORT
M/s.Devpura Navlakha & Co., Chartered Accountants (FRN No.
121975W), has been appointed as the Statutory Auditors of the Company for the initial term
from concluded of the Postal Ballot dt.24/04/2023 till the conclusion of the 35th Annual
General Meeting.
The Report of the Statutory Auditors along with the Notes to Schedules
forms part of the Annual Report and contains an Unmodified Opinion without any
qualification, reservation, disclaimer or adverse remark.
The Statutory Auditors of the Company have not reported any fraud as
specified in Section 143(12) of the Act.
M/s. Swati Kanse & Co., Chartered Accountants (FRN No. 132689W),
have resigned as the Statutory Auditors of the Company w.e.f. 14/02/2023 due to ill
health.
The Report of the Statutory Auditors along with the Notes to Schedules
forms part of the Annual Report and contains an Unmodified Opinion without any
qualification, reservation, disclaimer or adverse remark.
The Statutory Auditors of the Company have not reported any fraud as
specified in Section 143(12) of the Act.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Company had appointed M/s. Pramod Jain and Co., Company Secretaries in Practice, to
undertake the secretarial audit of the Company for the year 2022-23. The Secretarial Audit
Report is annexed as Annexure I.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL
MEETINGS
During Financial Year 2021-22, the Company has complied with the
relevant provisions of Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings 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 of Company?s cost records for the financial year ended March 31, 2024. The Cost
Auditors have submitted their report for the year 2022-23.
The Cost Audit Report, for the year ended March 31, 2023, will file
with the Central Government 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 for FY 2023-24 is required to be ratified by the shareholders, the Board
recommends the same for 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 of the Companies (Accounts) Rules, 2014, the Board of Directors of the
Company had appointed M/s. K. Maliwal & Associate, Chartered Accountants as Internal
Auditor of the Company for the year 2022-23.
FIXED DEPOSITS:
Details relating to Fixed Deposits, covered under Chapter V of the
Companies Act,2013, as under:
| a. Accepted and renewed during the year |
: Rs.23,45,31,000/- |
| 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
In accordance with the provisions of Sections 124, 125 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Investor
Education Protection Fund Authority (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 unpaid for a period of seven years from the date of
transfer to the unpaid dividend account is required to be transferred to the IEPF,
maintained by the Central Government. In pursuance of this, the dividend remaining
unclaimed or unpaid in respect of dividends declared upto dividend for the financial year
ended March 31, 2016 have been transferred to the IEPF. The details of the unclaimed
dividends so transferred are available on the Company?s website, www.damodargroup.com
and in the website of the Ministry of Corporate Affairs at www.mca.gov.in
In accordance with Section 124(6) of the Act, read with the IEPF Rules,
all the shares in respect of which dividend has remained unclaimed or unpaid for seven
consecutive years or 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
interim dividend for the financial years ended March 31, 2016 and remained unpaid or
unclaimed were transferred to the IEPF. The details of such shares transferred have been
uploaded in the Company?s website www.damdoargroup.com.
The shares and unclaimed dividend transferred to the IEPF can however
be claimed back by the concerned shareholders from IEPF Authority after complying with the
procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an
online application 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.715669 to Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the
Companies Act, 2013. The said amount represents dividend for the Financial Year 2013-14
which remained unclaimed by the members of the Company for a period exceeding 7 years from
its due date of payment. During the Financial Year the Company has also 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 Section 186 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Hereinafter as
the "SEBI Listing Regulations"), particulars of Loans/ Advances have been
disclosed in the notes 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 has been received from the Practicing Company Secretary regarding compliance
of the conditions of Corporate Governance as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Both appear elsewhere in the
Annual Report.
RISK MANAGEMENT
The Company has laid down Risk Management Policy. The Policy aims to
identify, evaluate, manage and monitor all types of risks associated with the business of
the Company. The Board as well as Audit Committee regularly overseas the risk management
process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and The
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company is
operating in Textile segment and has identified certain risks which may affect the
performance of the Company. These are operational risks such as fluctuation in cotton
prices, fluctuation in foreign exchange rates, Labour problems and regulatory risks such
as change in Government Policy with respect to Textile Industry etc. The Company?s
Risk Management Policy aims to suggest the steps to be taken to control and mitigate the
risk associated with the Company?s Textile Business. We are of opinion that none of
identified risk 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) 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
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
As required under the above mentioned Act, we report that in the year
2022-23 no case of 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 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were
passed by the Regulators or Courts or Tribunals impacting the going concern status and
your Company?s operations. However, Members attention is drawn to the Statement on
Contingent Liabilities and 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 with Rule 8 of the Companies (Accounts) Rules,2014, is given in the Annexure-II
to this report.
EXTRACT OF ANNUAL RETURN
Draft Annual Return in form MGT 7 as on March 31, 2023 is available on
the Company?s website at www.damodargroup.com.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year under review are set out in
Annexure- III of this Report in the format prescribed under the Companies (Corporate
Social Responsibility Policy)Rules, 2014. The CSR policy is also available on the website
of your Company at http://damodargroup.com/investors/policies/ CSR_Policy_Final.pdf. For
other details regarding the CSR Committee please refer to the Corporate Governance Report,
which is a part of the Annual Report.
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-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 the financial 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 Regulation 23 of SEBI (LODR) 2015. During the year 2022-23, pursuant to Section
177 of the Companies Act, 2013 and Regulation 23 of SEBI LODR 2015, all RPTs were placed
before Audit Committee for 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,
Senior Management and other employees, pursuant to the provisions of the Act and the
Listing Regulations. The key principles governing your Company?s Remuneration Policy
and connected matter as provided in section 178(3) of the Act has been disclosed in the
Corporate Governance Report which forms part of this Report. It is affirmed that the
remuneration paid to Directors, KMP and all other employees is as per the Remuneration
Policy of your Company. The Remuneration Policy for Directors, KMP and other Employees is
uploaded on the website 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
Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization
program for the Independent Directors to familiarize them with their role, rights and
Responsibilities as Directors, the working of the Company, nature of the industry in which
the Company operates, business model etc. The details of the familiarization program are
explained in the Corporate Governance Report and are also available on the Company?s
website at www. damdoargroup.com.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL 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 and efficient conduct of its business, including adherence to Company?s
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information.
The Company?s internal control systems are commensurate with its
size and the nature of its operations. The Company has a strong and independent Internal
Audit department. The Audit Committee also deliberates with the members of the management,
considers the systems as laid down and meets the internal auditors and statutory auditors
to ascertain their views on the internal financial control systems. Further details are
provided in the Management 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 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.
ACKNOWLEDGMENTS
Your Directors wish to express their appreciation for the assistance
and co-operation received from the Members, Banks, Government Authorities, Customers,
Suppliers, Associates, Employees and Various Authorities. The directors of the Company
thank all stakeholders for their valuable sustained support and encouragement towards the
conduct of the proficient operation of the Company and look forward to their continued
support during the year.
|
For and behalf of the Board |
|
Arunkumar Biyani |
| Place : Mumbai Date : May 27, 2023 |
Chairman |
|