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Dollar Industries Ltd.

BSE: 541403 Sector: Industrials
NSE: DOLLAR ISIN Code: INE325C01035
BSE 00:00 | 18 Jan 297.15 1.75
(0.59%)
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292.00

HIGH

302.00

LOW

286.00

NSE 00:00 | 18 Jan 298.55 1.35
(0.45%)
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298.40

HIGH

300.00

LOW

292.00

OPEN 292.00
PREVIOUS CLOSE 295.40
VOLUME 418
52-Week high 380.00
52-Week low 248.00
P/E 24.08
Mkt Cap.(Rs cr) 1,685
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 292.00
CLOSE 295.40
VOLUME 418
52-Week high 380.00
52-Week low 248.00
P/E 24.08
Mkt Cap.(Rs cr) 1,685
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dollar Industries Ltd. (DOLLAR) - Director Report

Company director report

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

Financial Results: C ( in Lakh)
Particulars Standalone Consolidated*
2017-18 2016-17 2017-18
Revenue from Operations 98252.29 88613.20 98252.29
Other Income 200.54 140.30 200.54
Total Revenue 98452.83 88753.50 98452.83
Pro_t before Interest Depreciation & Taxation 12587.00 10131.45 12587.00
Less : Interest (1788.80) (1978.03) (1788.80)
: Depreciation (1217.37) (1477.98) (1217.37)
Pro_t Before Tax 9580.83 6675.44 9580.83
Less: Provision for Tax (3179.20) (2326.36) (3179.20)
Pro_t After Tax 6401.63 4349.08 6401.63
Less: Share of Loss of Joint Venture - - (38.13)
Add : Balance brought forward from previous year 14321.33 10257.08 14321.33
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 20070.43 14321.33 20032.50

Current Operations

During the financial year your Company has reported an increase of 10.88% in totalrevenue and an increase of 47 % in the profit (after tax) compared to the previousfinancial year. The export has been little sluggish and stood to H6718.87 Lakh againstH7593.54 Lakh during the previous financial year.

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

Expansion of Activities

During the year under review your Company has entered into a 50:50 Joint Venture withthe 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 premiumrange of fashion innerwear loungewear gym-wear sleepwear and track suits for adults andkids under the brand name "Pepe Jeans London". Your Company has alsostrengthened the distribution of its existing brands i.e. Dollar Missy and Force NXT. TheCompany 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 teesround neck tees rocky brief and rocky trunks in Force NXT.

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

Dividend

Your Board has recommended a dividend of H1.60(previous year H5/- on face value ofH10/- fully paid-up) per equity share of H2/- fully paid-up (i.e.80% on the paid-upvalue of equity shares) on post preferential issue expanded capital in the line with itsDividend Distribution Policy.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Dividend DistributionPolicy. The Policy is annexed hereto and marked as Annexure – A forming part of theDirectors' 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 perIND AS issued by the Institute of Chartered Accountants of India for the financial year2017-18 as applicable to the Company. The estimates and judgments relating to theFinancial Statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the year ended 31st March 2018.The ConsolidatedFinancial 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 beenincreased from H110000000 (Rupees Eleven Crores) to H115000000 (Rupees Eleven CroresFifty Lakhs) and the face value of H10/- each of the shares has been divided into 5 sharesof the face value of H2/- per share. Consequently the no. of shares stand increased to57500000 (Five Crores Seventy Five Lakhs) Equity Shares of the face value of H2/-(Rupees Two) each.

Issue of Shares:

A) Split of Shares

Pursuant to the approval of Shareholders in the Annual General

48 l Dollar Industries Limited

Meeting of the Company held on 8th August 2017 each of the Equity Share of the Companyhaving Face Value of H10/- each fully paid-up was sub-divided into 5 (Five) Equity Sharesof the Face Value of H2/- 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 2500000Equity shares of H2/- each at a premium of H428/- per share on preferential basis to itspromoter group

Company i.e. M/s. Simplex Impex Private Limited. The Equity Shares were allotted on 7thNovember 2017.

Deposits:

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

Conservation of Energy Research & Development Technology Absorption ForeignExchange Earnings and Outgo

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 at Annexure– B as attached hereto and forming part of this Report.

Corporate Governance

Integrity and transparency are instrumental to our Corporate Governance Practices toensure that we gain and retain the trust of our stakeholders at all times. Your Companyhas practiced sound Corporate Governance and takes necessary actions at appropriate timesfor enhancing and meeting stakeholders' expectations while continuing to comply with themandatory provisions of Corporate Governance. Your Company has complied with theapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 as issued by Securities and Exchange Boardof India and as amended from time to time. Your Company has provided all the informationin the Directors Report and the Corporate Governance Report as per the requirements of theCompanies Act 2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the Listing Agreement entered by the Company with the Stock Exchange as a matterof 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 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 forceand the same has been placed on the Company's website: www.dollarglobal.in and thedeclaration to this effect is at Annexure – F.

Management Discussions & Analysis Report

A report on Management Discussion & Analysis is at Annexure – G to thisreport.

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 ofDirectors w.e.f. 18th April 2017 and 29th May 2017 respectively and Mrs. DeepshikhaRakesh Agarwal (DIN: 07143252) Non-Executive Independent Women Director had also resignedfrom 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 asAdditional Directors (Non Executive-Independent Directors) of the Company with effect from18th April 2017 pursuant to Section 149 152 160 and 161 of the Companies Act 2013 andother applicable provisions of the said Act and subsequently their appointment wasratified by the shareholders in the last Annual General Meeting of the Company held on 8thAugust 2017. Mrs. Divyaa Newatia (DIN: 00347787) was also appointed as an AdditionalDirector (Non-Executive Independent Women Director) in the Board w.e.f. 12th February2018 pursuant to Section 149 152 160 and 161 of the Companies Act 2013 and otherapplicable 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 madethereunder Mrs. Divyaa Newatia (DIN: 00347787) Additional Director ( Non-ExecutiveIndependent Women Director) would hold the office of Directors upto the date of ensuingAnnual General Meeting of the Company unless appointed as Director of the Company by theShareholders. Amongst other terms Mrs. Divyaa Newatia when confirmed by the Shareholderswould no longer be required to retire by rotation in view of Section 149(13) of theCompanies Act 2013 and can hold the office for a consecutive period of 5 (five) years asper Section 149(10) of the said Act and hence her appointment has been proposedaccordingly.

The existing term of Mr. Binay Kumar Agarwal (DIN : 01342065) would expire on 31stMarch 2019 and the Board has re-appointed him as an Independent Director of the Companyfor a 2nd term of

5 (five) consecutive years w.e.f. 1st April 2019 subject to approval of theshareholders at the ensuing Annual General Meeting of the Company by passing SpecialResolution 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 theCompanies Act 2013 and Articles of Association of the Company Mr. GopalakrishnanSarankapani (DIN : 07262351) Director of the Company retires by rotation at the ensuingAnnual 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 theCompany and Ms. Shashi Agarwal was appointed as the Chief Financial Officer (CFO) of theCompany in his place w.e.f. 18th April 2017.

Ms. Shraddha Company Secretary of the Company resigned from the office w.e.f. 26thDecember 2017.

Mr. Abhishek Mishra was appointed as Company Secretary and Whole-time Key ManagerialPersonnel 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 resignedw.e.f. 29th May 2018 and Mr. Lalit Chand Sharma has been appointed as the Chief FinancialOfficer (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 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.

Directors' Responsibility Statement

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 2018 and ofthe 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 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.

Auditors and Their Reports

(i) Statutory Auditor:

As per the provisions of Section 139 of the Companies Act 2013 and rules madethereunder it is mandatory to rotate the Statutory Auditors on completion of maximum termas permitted under the Act. In line with the requirements of the Companies Act 2013 andbased 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 holdoffice for a period of five consecutive years from the conclusion of the Annual GeneralMeeting of the Company for the financial year 2016-17 held on 8th August 2017 till theconclusion of the Annual General Meeting of the Company to be held for the financial year2021-22 subject to ratification by the shareholders in each of the subsequent AGMs. Thefirst year of the audit by the new Auditors of the financial statements was for financialyear 2017-18 including review of the quarterly financial results as per SEBI (ListingObligations & Diclosures Requirement) Regulations 2015.

With the amendment of Section 139 of the Companies Act 2013 and Rule 3(7) of TheCompanies (Audit and Auditors) Rules 2014 as amended by the Companies (Amendment) Act2017 effective from 7th May 2018 the ratification of the Auditors in each of the AnnualGeneral Meeting has been done away with and they would not be subject to ratificationduring continuation of in the office of the Auditors' of the Company. Accordinglyrequisite modification has been proposed for consideration of the shareholders in theensuing Annual General Meeting.

The Notes to Accounts as referred in the Auditors' Report are self-explanatory andhence does not call 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 reappointed Mr. Debabrota Banerjee CostAccountant as the Cost Auditor of the Company for the financial year 2018-19. The Companyhas received consent and confirmation of eligibility for his reappointment as the CostAuditor of the Company for the financial year 2018-19.

(iii) Secretarial Auditor:

The Board had appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for thefinancial year 2017-18 under the provisions of section 204 of the Companies Act 2013. Thereport of the Secretarial Auditor is enclosed as Annexure - H - MR-3 to this Board'sReport. The Company has initiated strict and timely compliance with other applicable lawsto the Company as reported by the Secretarial Auditors. The rest of the report isself-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 theInternal Auditors of the Company who had carried out the Internal Audit for the year2017-18 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 underthe 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 isavailable on the website of the Company (www.dollarglobal.in). The details in this respecthas been provided in the Corporate Governance Report as annexed to this Board's Report andthe CSR activities are mentioned in the ‘Annual Report on CSR Activities' enclosed asAnnexure - I to this Report.

Personnel

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 - J to this Reportattached 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 requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary trainees) are covered underthis Policy. The Policy is gender neutral. During the year under review no complaintswith allegations of sexual harassment were filed.

Company's Website

The website of your Company www.dollarglobal.in 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 2015and also the non-mandatory information of Investors' interest / knowledge has beenpresented 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 ExchangeBoard of India (Delisting of Equity Shares) Regulations 2009 your Company has delistedits Equity shares from The Calcutta Stock Exchange Ltd (CSE) under Voluntary DelistingGuidelines w.e.f. 22nd May 2018.

Further your Directors take immense pleasure to announce that your Company got listedfor 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 Exchangeof India Ltd (NSE) and BSE Ltd. (BSE) both having Nationwide Trading Terminals.

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

Code of Conduct for Prevention of Insider Trading

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: www.dollarglobal.in. Further in accordance with the provisions ofRegulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015 the Board ofDirectors of the Company has duly approved and adopted the code of practices and procedurefor fair disclosure of Un-published Price Sensitive Information and formulated the code ofconduct 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 2017-18 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 Regulation 23 of SEBI(Listing Obligations & DisclosureRequirements) Regulations 2015 which may have potential conflict of interest with theCompany at large. Accordingly disclosure in Form 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 5 (Five) times in the year 2017-18. The Details of the BoardMeeting and attendance of the Directors are provided in the Corporate Governance Reportattached as Annexure to this Board's Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the applicable provisions of theCompanies 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 on12th February 2018 and Mr. Rajesh Kumar Bubna Non-Executive Independent Director of theCompany was inducted as the member of the Committee. Mr. Binay Kumar Agarwal continues tobe the Chairman of the Committee.

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 - K-MGT-9. This information isalso 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 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 and commitments affecting the financial position of theCompany 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 FinancialOfficer (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 hasresigned 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 PepeJeans Europe BV by setting up a Joint Venture Company in the name of M/s. Pepe JeansInnerfashion

Private Limited to manufacture and market in India a premium range of fashioninnerwear loungewear gym-wear sleepwear and track suits for adults and kids under thebrand name "Pepe Jeans London". The Joint Venture Company will sell its productsin Sri Lanka Nepal Bhutan and Bangladesh. Pepe Jeans Europe has operations in morethan 80 countries. Pepe Jeans Innerfashion Private Limited the JV is headquartered inBengaluru with Suresh Nambiar who has vast experience in policy making and marketing asCEO. The JV has started working on designing and sampling products which are expected tobe 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 financialstatements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 formspart 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 thecriteria for evaluation of its own performance the Directors individually as well as theevaluation of working of its various Committee(s).During the year under review the Boardin compliance with the Companies Act 2013 and applicable Regulations of Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 has continued to adopt formal mechanism for evaluating its performance and as wellas that of its Committees and individual Directors including the Chairman of the Board.The exercise was carried out through a structured evaluation process covering variousaspects of the Boards functioning such as composition of the Board & Committeesexperience & competencies performance of specific duties & obligationsgovernance issues etc. A separate exercise was carried out to evaluate the performance ofindividual Directors including the Board as a whole and the Chairman who were evaluatedon parameters such as their participation contribution at the meetings and otherwiseindependent judgements safeguarding 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 held on 12th February 2018.

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 applicable Regulations ofSecurities & Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Listing Agreement entered with the Stock Exchanges (as amended fromtime to time). This Policy is formulated to provide a framework and set standards inrelation to the following and details on the same are given in the Corporate GovernanceReport attached as Annexure to this Board's Report: a. Criteria for appointment andremoval of Directors Key Managerial Personnel (KMP) and Senior Management Executives ofthe Company. b. Remuneration payable to the Directors KMPs and Senior ManagementExecutives. c. Evaluation of the performance of the Directors. d. Criteria for determiningqualifications 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 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 victimization for whistle blowing in good faith.

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

xiii) Cost Records :

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

xiv) Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Secretarial Standards

Secretarial Standards i.e. SS-1SS-2 and SS-3 relating to ‘Meetings of the‘Board of Directors' ‘General Meetings' and ‘Dividend' respectively tothe 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 onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.

Signi_cant & Material Orders passed by the Regulators or Courts or Tribunalsimpacting 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 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.

Registered O_ce: 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)