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Dollar Industries Ltd.

BSE:541403  |  NSE:DOLLAREQ  |  58888:  |  IND:Branded Hosiery/Knitwear  |  ISIN code:INE325C01035  |  SECT:Apparels

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You can view full text of the Director's Report for Dollar Industries Ltd.
Director Report
Mar2017   Mar 2018

Dear Member’s

The Directors are pleased to present the Annual Report of the Company together with the audited financial statements for the financial year ended 31st March, 2018.

Financial Results: (Rs. in Lakh)

Particulars

Standalone

Consolidated*

2017-18

2016-17

2017-18

Revenue from Operations

98,252.29

88,613.20

98,252.29

Other Income

200.54

140.30

200.54

Total Revenue

98,452.83

88,753.50

98,452.83

Profit before Interest, Depreciation & Taxation

12,587.00

10,131.45

12,587.00

Less : Interest

(1,788.80)

(1,978.03)

(1,788.80)

: Depreciation

(1,217.37)

(1,477.98)

(1,217.37)

Profit Before Tax

9,580.83

6,675.44

9,580.83

Less: Provision for Tax

(3,179.20)

(2326.36)

(3,179.20)

Profit After Tax

6,401.63

4,349.08

6,401.63

Less: Share of Loss of Joint Venture

-

-

(38.13)

Add : Balance brought forward from previous year

14,321.33

10,257.08

14,321.33

Less: Proposed Dividend (Including Dividend Distribution Tax)

(652.53)

(139.82)

(652.53)

Adjustment relating to fixed Assets & Gratuity

-

(145.01)

-

Balance carried to Balance Sheet

20,070.43

14,321.33

20,032.50

* Since the JV Company was incorporated on 29th November, 2017 this being 1st year of consolidation and hence previous year figures are not applicable.

Current Operations

During the financial year, your Company has reported an increase of 10.88% in total revenue and an increase of 47 % in the profit (after tax) compared to the previous financial year. The export has been little sluggish and stood to RS.6718.87 Lakh against RS.7593.54 Lakh during the previous financial year.

The Company has witnessed enhanced growth in its brand- Missy (Women’s Inner wear) and has maintained a good market for Bigboss (Men’s Inner wear). The Modern Retail Trade divisions (i.e. Large Format Stores and e-commerce platform) operated from Kolkata and Tirupur are showing promising growth pattern in the year. The Company’s strategy for growth is to cater to high income customers by offering premium range fashionable inner-wears while maintaining sustained growth for economy range functional inner-wears for middle and low income segment masses.

Expansion of Activities

During the year under review your Company has entered into a 50:50 Joint Venture with the Netherlands based Pepe Jeans, Europe BV, by setting up a Joint Venture Company viz. M/s. Pepe Jeans Innerfashion Private Limited, to manufacture and market in India a premium range of fashion innerwear, loungewear, gym-wear, sleepwear and track suits for adults and kids under the brand name “Pepe Jeans London”. Your Company has also strengthened the distribution of its existing brands i.e. Dollar Missy and Force NXT. The Company has also added diversified range of products in the above two brands such as:

- Crew Neck front print t-shirts and kurti pants in Dollar Missy, and Gym Vest, round neck tees, tank tops, parker vests, Henley neck tees, V-neck tees, round neck tees, rocky brief and rocky trunks in Force NXT.

The above products are well accepted by the consumer at large and would contribute sizable chunk to the revenue and profitability of the Company in the coming years.

Dividend

Your Board has recommended a dividend of RS.1.60(previous year RS.5/- on face value of RS.10/- fully paid-up) per equity share of RS.2/- fully paid-up (i.e.80% on the paid-up value of equity shares) on post preferential issue expanded capital in the line with its Dividend Distribution Policy.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy. The Policy is annexed hereto and marked as Annexure - A forming part of the Directors’ Report and is also uploaded on the Company’s website at www.dollarglobal.in

Amount Transferred to Reserves

The Company has not transferred any amount to the General Reserves.

Financial Statements

The Company has prepared its standalone and consolidated financial statements as per IND AS issued by the Institute of Chartered Accountants of India for the financial year 2017-18 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended 31st March, 2018.The Consolidated Financial Statements of the Company forms an integral part of this Report.

Increase in Authorised Share Capital

During the financial year under review, the Authorised Capital of the Company has been increased from RS.11,00,00,000 (Rupees Eleven Crores) to RS.11,50,00,000 (Rupees Eleven Crores Fifty Lakhs) and the face value of RS.10/- each of the shares has been divided into 5 shares of the face value of RS.2/- per share. Consequently the no. of shares stand increased to 5,75,00,000 (Five Crores Seventy Five Lakhs) Equity Shares of the face value of RS.2/- (Rupees Two) each.

Issue of Shares:

A) Split of Shares

Pursuant to the approval of Shareholders in the Annual General Meeting of the Company held on 8th August, 2017 each of the Equity Share of the Company having Face Value of RS.10/- each fully paid-up was sub-divided into 5 (Five) Equity Shares of the Face Value of RS.2/- each fully paid-up by the Board on 2nd September, 2017.

B) Issue of Shares on Preferential Basis

During the financial year under review, the Company has issued and allotted 25,00,000 Equity shares of RS.2/- each at a premium of RS.428/- per share on preferential basis to its promoter group Company i.e. M/s. Simplex Impex Private Limited. The Equity Shares were allotted on 7th November, 2017.

Deposits:

The Company has not accepted any Deposits during the year in terms of the Act. No deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are at Annexure - B as attached hereto and forming part of this Report.

Corporate Governance

Integrity and transparency are instrumental to our Corporate Governance Practices to ensure that we gain and retain the trust of our stakeholders at all times. Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders’ expectations while continuing to comply with the mandatory provisions of Corporate Governance. Your Company has complied with the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has provided all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Listing Agreement entered by the Company with the Stock Exchange, as a matter of prudence and good governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certification by CEO & CFO at Annexure - C, D and E, respectively.

Code of Conduct

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is in force and the same has been placed on the Company’s website: www.dollarglobal.in and the declaration to this effect is at Annexure - F.

Management Discussions & Analysis Report

A report on Management Discussion & Analysis is at Annexure - G to this report.

Change in Directors & Key Managerial Personnel

i) Resignations :

Mr. Vinay Kumar Agarwal (DIN: 00149999) and Mr. Ashok Kumar Goel (DIN: 01982750), Non-Executive Independent Directors of the Company had resigned from the office of Directors w.e.f. 18th April, 2017 and 29th May, 2017, respectively and Mrs. Deepshikha Rakesh Agarwal (DIN: 07143252), Non-Executive Independent Women Director had also resigned from the office of Directors w.e.f. 12th February, 2018.

ii) Appointments :

Mr. Rakesh Biyani (DIN: 00005806) and Mr. Sunil Mitra (DIN: 00113473) were appointed as Additional Directors (Non Executive-Independent Directors) of the Company with effect from 18th April, 2017 pursuant to Section 149, 152, 160 and 161 of the Companies Act, 2013 and other applicable provisions of the said Act and subsequently their appointment was ratified by the shareholders in the last Annual General Meeting of the Company held on 8th August, 2017. Mrs. Divyaa Newatia (DIN: 00347787) was also appointed as an Additional Director (Non-Executive Independent Women Director) in the Board, w.e.f. 12th February, 2018 pursuant to Section 149, 152, 160 and 161 of the Companies Act, 2013 and other applicable provisions of the said Act. Declaration of Independence as per section 149(6) of the Companies Act, 2013 was duly received from all the above Independent Directors.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, Mrs. Divyaa Newatia (DIN: 00347787), Additional Director ( Non-Executive Independent Women Director) would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as Director of the Company by the Shareholders. Amongst other terms, Mrs. Divyaa Newatia, when confirmed by the Shareholders would no longer be required to retire by rotation in view of Section 149(13) of the Companies Act, 2013 and can hold the office for a consecutive period of 5 (five) years as per Section 149(10) of the said Act and hence her appointment has been proposed accordingly.

The existing term of Mr. Binay Kumar Agarwal (DIN : 01342065) would expire on 31st March, 2019 and the Board has re-appointed him as an Independent Director of the Company for a 2nd term of 5 (five) consecutive years w.e.f. 1st April, 2019 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company by passing Special Resolution as per Section 149(10) read with Schedule IV of the Companies Act, 2013.

iii) Retirement by Rotation :

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gopalakrishnan Sarankapani (DIN : 07262351) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

iv) Appointment of Whole-time Key Managerial Personnel (KMP) :

Mr. Ram Niranjan Purohit resigned from the office of the Chief Financial Officer of the Company and Ms. Shashi Agarwal was appointed as the Chief Financial Officer (CFO) of the Company in his place w.e.f. 18th April, 2017.

Ms. Shraddha, Company Secretary of the Company resigned from the office w.e.f. 26th December, 2017.

Mr. Abhishek Mishra was appointed as Company Secretary and Whole-time Key Managerial Personnel of the Company w.e.f. 26th December, 2017.

There was no further change in KMP during the financial year under review.

However, Ms. Shashi Agarwal, Chief Financial Officer (CFO) of the Company has resigned w.e.f. 29th May, 2018 and Mr. Lalit Chand Sharma has been appointed as the Chief Financial Officer (CFO) and Whole-time Key Managerial Personnel of the Company w.e.f 29th May, 2018.

None of the Directors of the Company as mentioned in item no (ii) are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under the provisions of section 184(1) and 149(6) of the Companies Act, 2013, as applicable.

Directors’ Responsibility Statement

Pursuant to the provisions of section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the Profit of the Company for the year ended on 31st March, 2018;

3. Proper and sufficient care has been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Their Reports

(i) Statutory Auditor:

As per the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder it is mandatory to rotate the Statutory Auditors on completion of maximum term as permitted under the Act. In line with the requirements of the Companies Act, 2013 and based on the recommendation of Audit Committee, the Board of Directors had appointed M/s. Singhi & Co., Chartered Accountants as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the Annual General Meeting of the Company for the financial year 2016-17 held on 8th August, 2017 till the conclusion of the Annual General Meeting of the Company to be held for the financial year 2021-22 subject to ratification by the shareholders in each of the subsequent AGMs. The first year of the audit by the new Auditors of the financial statements was for financial year 2017-18 including review of the quarterly financial results as per SEBI (Listing Obligations & Diclosures Requirement), Regulations, 2015.

With the amendment of Section 139 of the Companies Act, 2013 and Rule 3(7) of The Companies (Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the ratification of the Auditors in each of the Annual General Meeting has been done away with and they would not be subject to ratification during continuation of in the office of the Auditors’ of the Company. Accordingly, requisite modification has been proposed for consideration of the shareholders in the ensuing Annual General Meeting.

The Notes to Accounts, as referred in the Auditors’ Report are self-explanatory and hence does not call for any further explanation.

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had reappointed Mr. Debabrota Banerjee, Cost Accountant, as the Cost Auditor of the Company for the financial year 2018-19. The Company has received consent and confirmation of eligibility for his reappointment as the Cost Auditor of the Company for the financial year 2018-19.

(iii) Secretarial Auditor:

The Board had appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the financial year 2017-18 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as Annexure - H - MR-3 to this Board’s Report. The Company has initiated strict and timely compliance with other applicable laws to the Company as reported by the Secretarial Auditors. The rest of the report is self-explanatory and hence do not call for any further explanation.

(iv) Internal Auditor:

The Board had appointed M/s. Pawan Gupta & Co., Chartered Accountants as the Internal Auditors of the Company who had carried out the Internal Audit for the year 2017-18 under the provisions of section 138 of the Companies Act, 2013.

Corporate Social Responsibility (CSR)

The Company is committed towards delineating its responsibility as a corporate citizen. CSR Committee constituted under section 135 of the Companies Act, 2013 is functional under the Chairmanship of Shri Din Dayal Gupta. The other members of the CSR Committee are Mr. Vinod Kumar Gupta and Mr. Binay Kumar Agarwal. The CSR policy formulated by the Company is available on the website of the Company (www.dollarglobal.in). The details in this respect has been provided in the Corporate Governance Report as annexed to this Board’s Report and the CSR activities are mentioned in the ‘Annual Report on CSR Activities’ enclosed as Annexure - I to this Report.

Personnel

The particulars and information of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure - J to this Report, attached hereto.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

Company’s Website

The website of your Company, www.dollarglobal.in has been designed to present the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, Directors’& Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors’ interest / knowledge has been presented on the website of the Company.

Listing of Securities in Stock Exchanges

The shares of the Company were listed at The National Stock Exchange of India Ltd (NSE) and The Calcutta Stock Exchange Ltd (CSE).

Subsequently, pursuant to Regulation 6 and Regulation 7 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, your Company has delisted its Equity shares from The Calcutta Stock Exchange Ltd (CSE) under Voluntary Delisting Guidelines w.e.f. 22nd May, 2018.

Further, your Directors take immense pleasure to announce that your Company got listed for trading in its equity shares on 7th June, 2018 with BSE Ltd. (BSE).

Accordingly, your Company’s Equity Shares are now listed on The National Stock Exchange of India Ltd (NSE) and BSE Ltd. (BSE), both having Nationwide Trading Terminals.

The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to the Stock Exchanges and the depositories.

Code of Conduct for Prevention of Insider Trading

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading and the same is also placed on the Company’s website: www.dollarglobal.in. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the code of conduct of the Company.

Disclosures as per applicable Act, Listing Agreement / Sebi (LODR) Regulations, 2015:

i) Related Party Transactions:

All transactions entered with related parties during the F.Y 201718 were on arm’s length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Company’s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015 which may have potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is not required.

The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 5 (Five) times in the year 2017-18. The Details of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee was re-constituted by the Board of Directors in its meeting held on 12th February, 2018 and Mr. Rajesh Kumar Bubna, Non-Executive Independent Director of the Company was inducted as the member of the Committee. Mr. Binay Kumar Agarwal continues to be the Chairman of the Committee.

Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return as provided under section 92(3) of the Companies Act, 2013 is enclosed as Annexure - K-MGT-9. This information is also available at the website of the Company at www.dollarglobal.in.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vi) Internal Financial Control :

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act. During the year such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

vii) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in Securities which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There are no material changes and commitments affecting the financial position of the Company occurred since the end of the financial year 2017-18. However,

(a) The Company has delisted its Equity shares from The Calcutta Stock Exchange Ltd (CSE) under Voluntary Delisting Regulations w.e.f. 22nd May, 2018

(b) Ms. Shashi Agarwal had resigned from the office of the Chief Financial Officer (CFO) of the Company and Mr. Lalit Chand Sharma was appointed as the Chief Financial Officer (Designated as KMP) of the Company in her place, w.e.f. 29th May, 2018.

(c) The Company got listed its equity shares on 7th June, 2018 with BSE Ltd. (BSE).

(d) Mr. Pawan Kumar Agarwal (DIN:01978322), Non-Executive Independent Director has resigned from the office of the Directors w.e.f. 10th August, 2018.

(e) Mr. Sanjay Jhunjhunwalla (DIN: 00233225) has been appointed as Additional Director (Non-Executive Director) in the Board w.e.f. 10th August, 2018.

ix) Subsidiaries, Associates or Joint Ventures:

Your Company has entered into a 50:50 Joint Venture with the Netherlands based Pepe Jeans, Europe BV, by setting up a Joint Venture Company in the name of M/s. Pepe Jeans Innerfashion Private Limited, to manufacture and market in India a premium range of fashion innerwear, loungewear, gym-wear, sleepwear and track suits for adults and kids under the brand name “Pepe Jeans London”. The Joint Venture Company will sell its products in Sri Lanka, Nepal, Bhutan and Bangladesh. Pepe Jeans, Europe, has operations in more than 80 countries. Pepe Jeans Innerfashion Private Limited, the JV, is headquartered in Bengaluru with Suresh Nambiar, who has vast experience in policy making and marketing, as CEO. The JV has started working on designing and sampling products, which are expected to be launched by August, 2018.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 forms part of this report and attached as Annexure - L.

x) Evaluation of the Board’s Performance:

The Nomination and Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of its own performance, the Directors individually as well as the evaluation of working of its various Committee(s).During the year under review, the Board, in compliance with the Companies Act, 2013 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board 6 Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 12th February, 2018.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

xi) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the following and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board’s Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

xii) Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company’s website: www.dollarglobal.in and also set out in the Corporate Governance Report attached as Annexure to this Board’s Report.

xiii) Cost Records :

The Company has maintained cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.

xiv) Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Secretarial Standards

Secretarial Standards, i.e. SS-1,SS-2 and SS-3 relating to ‘Meetings of the ‘Board of Directors’, ‘General Meetings’ and ‘Dividend’ respectively, to the extent as applicable have been duly followed by the Company.

Industrial Relations

The industrial relation during the year 2017-18 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Significant & Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Company’s operations in future.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

Registered Office: For and On Behalf of the Board of Directors

‘Om Tower’ , 32, J. L. Nehru Road,

15th Floor, Kolkata - 700 071 Sd/- Sd/-

Vinod Kumar Gupta Krishan Kumar Gupta

Date: 10th August, 2018 Managing Director Whole-time Director

(DIN: 00877949) (DIN: 01982914)

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