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Dollar Industries Ltd.

BSE: 538421 Sector: Industrials
BSE 05:30 | 01 Jan Dollar Industries Ltd
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Dollar Industries Ltd. (DOLLAR) - Director Report

Company director report


Your Directors hereby present the Financial Statement for the year ended 31st March2016.


(Rs. in lac)

2015-16 2014-15
Revenue from operations 82167.40 72410.57
Other Income 826.30 645.18
Total Revenue 82993.70 73055.75
Profit before interest depreciation & taxation 7361.09 6007.51
Less; Interest 1897.62 1793.22
Depreciation 1373.32 1136.78
Profit Before Tax 4090.15 3077.51
Less; Provision for Tax 1454.77 1132.84
Profit After Tax 2635.38 1944.68
Add; Balance brought forward from previous year 7614.09 5670.96
Less; Proposed Dividend (Including Dividend Distribution Tax) 139.83 NIL
Adjustment relating to fixed assets 1.53
Balance carried to Balance Sheet 10109.64 7614.09


During the financial year your Company has reported an increase of 13.60% in turnoverand an increase of 35.52% in the profit (after tax) compared to the previous financialyear despite tough economic conditions. The export too has increased to RS. 6934.57 lacagainst RS. 6055.37 lac during the previous financial year.

The Company continues to upgrade the products keeping in view the change in the needsand preferences of its customers with regard to design quality and comfort. It hasresulted sizable increase in the sales and profitibility of the Company. The management ofthe Company put it endeavour for continued growth in terms of sales and profitability.


Your Board has recommended a dividend of RS. 1.50 (previous year: Nil) per equity shareof RS. 10/- fully paid-up (i.e. 15% on the paid-up value of equity shares).


The Company has not issued any shares during the financial year under review.


There is no increase in Authorised Share Capital of the Company during the financialyear under review.


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


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


The Company has launched a new value added product under the brand NXT. The product iswell accepted by the consumer at large and contributing major chunk to the revenue andprofitability of the Company in the coming years.


Information related to Conservation of energy Research & Development technologyabsorption foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 are given in theAnnexure – A as attached hereto and forming part of this Report.


Your Company has practiced sound Corporate Governance and takes necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of Corporate Governance. Your Company has compliedwith the requirements of Clause 49 of the Listing Agreement / applicable Regulations ofSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 as issued by Securities and Exchange Board of India and as amended fromtime to time. Your Company has given its deliberations to provide all the information inthe Directors Report and the Corporate Governance Report as per the requirements of theCompanies Act 2013 and the Listing Agreement entered by the Company with the StockExchange as a matter of prudence and good governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh KumarTibrewalla Practicing Company Secretary regarding compliance of conditions of CorporateGovernance and certification by CEO & CFO are given in Annexure – B C D.


The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Company's website: andthe declaration to this effect is given in Annexure – E.


A report on Management Discussion & Analysis is given as Annexure – F to thisreport.


i) Appointments:

Mr. Rajesh Kumar Bubna and Mr. Gopalakrishnan Sarankapani were appointed as IndependentDirector and Director-Administrative respectively w.e.f. 14th August 2015 and theirappointment were confirmed by the Shareholders in the last Annual General Meeting held on30th September 2015.

ii) Retirement by Rotation;

Pursuant to the provisions of Section 152(6) and other applicable provisions of theCompanies Act 2013 and Articles of Association of the Company Mr. Krishan Kumar Gupta(DIN; 01982914) and Mr. Binay Kumar Gupta (DIN: 01982889) Directors of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offeredthemselves for re-appointment.

iii) Appointment of Whole-time Key Managerial Personnel (KMP);

There was no cessation of any KMP during the year. However

Ms. Shikha Agarwal Company Secretary and KMP has resigned from the office w.e.f. 1stApril 2016.

Ms. Shraddha was appointed as Company Secretary and designated as Whole-time KeyManagerial Personnel of the Company w.e.f 1st May 2016 in her place.

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


Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act2013 your Directors hereby confirm that:

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

2. Appropriate accounting policies have been selected and applied consistently andjudgements and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2016 and ofthe Profit of the Company for the year ended on 31st March 2016;

3. Proper and sufficient care has been taken to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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


(i) Statutory Auditor:

The Statutory Auditor M/s. Amit Ved Garg & Co. Chartered Accountants holds officeupto the conclusion of the Annual General Meeting (AGM) to be held for the financial year2016-17 subject to ratification by the shareholders in every AGM. Accordingly the Boardon recommendation of Audit Committee has proposed for ratification of their appointment inthe office of Statutory Auditors of the Company for the financial year 2016-17. The Notesto Accounts as referred in the Auditors Report are self-explanatory and hence does notcall for any further explanation.

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act 2013 the Board of Directors onrecommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee &Associates (Registration No. 102336) Cost Accountants as the Cost Auditors of theCompany for the financial year 2016-17. The Company has received consent and confirmationof eligibility for their reappointment as the Cost Auditors of the Company for the year2016-17.

(iii) Secretarial Auditor:

The Board has appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2015-16 under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor is enclosed as Annexure G - MR-3 to this Board's Report which isself-explanatory and hence do not call for any further explanation.


CSR Committee constituted under section 135 of the Companies Act 2013 is functionalunder the Chairmanship of Shri Din Dayal Gupta. The other members of the CSR Committee areMr. Vinod Kumar Gupta and Mr. Binay Kumar Agarwal. The details of the Committee ismentioned in the Corporate Governance Report attached as Annexure to this Board's Reportand the CSR activities are mentioned in the ‘Annual Report on CSR Activities'enclosed as Annexure H to this Report.


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


The website of your Company has been designed to present theCompany's businesses up-front on the home page. The site carries a comprehensive databaseof information of the Company including the Financial Results of your CompanyShareholding pattern Directors' & Corporate Profile details of Board CommitteesCorporate Policies and business activities of your Company. All the mandatory informationand disclosures as per the requirements of the Companies Act 2013 and Companies Rules2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015has been uploaded.


The shares of the Company are presently listed at The Calcutta Stock Exchange Ltd. TheCompany is registered with both NSDL & CDSL for holding the shares in dematerializedform and open for trading. The Company has paid Listing Fees to the Stock Exchange and thedepositories.


In terms of the SEBI (Prohibition of Insider Trading) Regulations 1992 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company's website: Further in accordance with theprovisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015 theBoard of Directors of the Company at their meeting held on 30th May 2015 have approvedand adopted the code of practices and procedure for fair disclosure of Unpublished PriceSensitive Information and formulated the code of conduct of the Company.


i) Related Party Transactions:

All transactions entered with related parties during the f.y. 2015 -16 were on arm'slength 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 transactionswith the Company's Promoters Directors and others as defined in section 2(76) of theCompanies Act 2013 and the Listing Agreement / SEBI(LODR) Regulations 2015 which mayhave potential conflict of interest with the Company at large. Accordingly disclosure inForm AOC 2 is not required.

The necessary disclosures regarding the transactions are given in the notes toaccounts. The Company has also formulated a policy on dealing with the Related PartyTransactions and necessary approval of the Audit Committee and Board of Directors weretaken wherever required in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 15 (Fifteen) times in the year 2015-16. The Details of theBoard meeting and attendance of the Directors are provided in the Corporate GovernanceReport attached as Annexure to this Board's Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Pawan KumarAgarwal. Complete details of the Committee are given in the Corporate Governance Reportattached 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 section92(3) of the Companies Act 2013 is enclosed as Annexure J -MGT-9.

v) Risk Analysis:

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

vi) Internal Financial Control;

The Company has in place adequate internal financial control as required under section134(5)(e) of the Act. During the year such controls were tested with reference tofinancial statements and no reportable material weakness in the formulation or operationswere observed.

vii) Loans Guarantees and Investments:

During the year under review your Company has invested and deployed its surplus fundsin Securities which is within the overall limit of the amount and within the powers of theBoard as applicable to the Company in terms of section 179 and 186 of the Companies Act2013. The particulars of all such loans guarantees and investments are entered in theregister maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There are no material changes in commitments affecting the financial position of theCompany occurred since the end of the financial year 2015-16.

(a) However your Board has proposed to issue 3098064 Equity Shares ("the BonusShares") of RS. 10/- (Rupees Ten) each to the existing Members of the Company whosenames shall appear in the Register of Members as on Friday 12th August 2016 (" theRecord Date") or such other date as may be fixed by the Board in accordance with lawin the proportion of two Bonus Shares for every five existing fully paid up Equity Sharesheld by them as on the Record Date. The issue of Bonus Shares is subject to the approvalof the Shareholders in the ensuing AGM.

(b) Moreover the Authorised Share Capital shall be increased by RS. 3.00 Crores toissue and allot the bonus shares as proposed by the Board and as may be approved by theShareholders in the ensuing AGM.

(c) Mr. Vinod Kumar Gupta and Mr. Binay Kumar Gupta would be re-appointed as ManagingDirectors and Mr. Bajrang Lal Gupta and Mr. Krishan Kumar Gupta would be re-appointed asWhole-Time Directors of the Company w.e.f.1st September 2016 by the Board subject to theapproval of Shareholders in the ensuing Annual General Meeting.

ix) Subsidiaries Associates or Joint Ventures:

Your Company does not have any subsidiaries associates or joint ventures during theyear under review.

x) Evaluation of the Board's Performance:

During the year under review the Board in compliance with the Companies Act 2013 andListing Agreement / applicable Regulations of Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 has continued toadopt formal mechanism for evaluating its performance and as well as that of itsCommittees and individual Directors including the Chairman of the Board. The exercise wascarried out through a structured evaluation process covering various aspects of the Boardsfunctioning such as composition of the Board & Committees experience &competencies performance of specific duties & obligations governance issues etc.Separate exercise was carried out to evaluate the performance of individual Directorsincluding the Board as a whole and the Chairman who were evaluated on parameters such astheir participation contribution at the meetings and otherwise independent judgementssafeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors in their separate meeting.

The Directors were satisfied with the evaluation results which reflected the overallengagement 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 laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the Listing Agreement withthe stock exchange (as amended from time to time). This Policy is formulated to provide aframework and set standards in relation to the following and details on the same are givenin 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 aDirector.

xii) Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy the Directors and employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to provide necessary safeguards forprotection of Directors or employees or any other person who avails the mechanism fromreprisals or victimisation for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: and also set out in the Corporate Governance Report attachedas Annexure to this Board's Report.


The industrial relation during the year 2015-16 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.


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


Your Directors would like to express their grateful appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders during the year under review. Your Directors wish to place on record theirdeep sense of appreciation to all the employees for their commendable teamwork exemplaryprofessionalism and enthusiastic contribution during the year.

By Order of the Board of Directors
For Dollar Industries Limited
Registered Office: sd/-
32 J. L. Nehru Road Din Dayal Gupta
Kolkata - 700 071 Chairman
Date: 08.07.2016 (DIN: 00885582)

Annexure to the Directors' Report


Particulars pursuant to the provisions of Section 134(3)(m) of the Companies Act 2013read with the Rule 8(3) of Companies (Accounts) Rules 2014:


(i) Steps taken or impact on conservation of energy

The Company is fully utilising the power units generated in its own windmills. Howeverthe manufacturing process of the products of the Company is not power intensive except itsspinning and elastic divisions. The Company always put its endeavors to save energywherever possible.

(ii) Steps taken by the Company for utilising alternate sources of energy

The Company's all the 4 wind mills are fully operational during this year.

(iii) Capital investment on energy conservation equipments

Not ascertainable.

B) Technology Absorption

(i) Efforts made towards technology absorption : N.A.
(ii) Benefits derived like product improvement cost reduction product development or import substitution. : N.A.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) -

a) Details of technology imported
b) Year of import
c) Whether the technology been fully absorbed
d) If not fully absorbed areas where absorption } has not taken place reasons thereof: and N.A.

(iv) The expenditure incurred on Research and Development

The Company itself is not carrying out any R & D. However the Hosiery ResearchAssociation has undertaken such activities.


The Foreign exchange earned in terms of actual cash inflows during the year and theForeign exchange outgo during the year in terms of actual outflows are as follows:-

(Rs. in lac)

2015-16 2014-15
Total Foreign Exchange Used and Earned:
Earned (F.O.B.) 6484.00 5709.00
Used 1057.00 2953.00


By Order of the Board of Directors
For Dollar Industries Limited
Registered Office: sd/-
32 J. L. Nehru Road Din Dayal Gupta
Kolkata - 700 071 Chairman
Date: 08.07.2016 (DIN: 00885582)