To The Members
Your Directors are pleased to present the 26th Annual Report of the Company togetherwith the audited financial statements for the financial year ended 31 March 2019.
| || || |
(Rs. in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from operations ||102875.52 ||92555.34 ||102875.52 ||92555.34 |
|Other Income ||220.96 ||200.54 ||220.96 ||200.54 |
|Total Revenue ||103096.48 ||92755.88 ||103096.48 ||92755.88 |
|Profit before Interest Depreciation & Taxation ||13787.05 ||12587.00 ||13787.05 ||12587.00 |
|Less Interest ||(1573.94) ||(1788.80) ||(1573.94) ||(1788.80) |
|:Depreciation ||(1109.57) ||(1217.37) ||(1109.57) ||(1217.37) |
|Profit Before Tax ||11103.54 ||9580.83 ||11103.54 ||9580.83 |
|Less: Tax Expense ||(3578.12) ||(3179.20) ||(3578.12) ||(3179.20) |
|Profit After Tax ||7525.42 ||6401.63 ||7525.42 ||6401.63 |
|Less:Share of Loss of Joint Venture ||- ||- ||(163.05) ||(38.13) |
|Add: Balance brought forward from previous year ||20070.43 ||14321.33 ||20032.50 ||14321.33 |
|Less: Proposed Dividend (Including Dividend || || || || |
|Distribution Tax) ||(1092.19) ||(652.53) ||(1092.19) ||(652.53) |
|Adjustment relating to fixed Assets & Gratuity ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||26503.66 ||20070.43 ||26302.48 ||20032.30 |
During the financial year your Company has reported an increase of 11.15% in totalrevenue and an increase of 17.55% in the profit (after tax) compared to the previousfinancial year. The exports made by the Company stood at Rs.7100.55 lacs againstRs.6718.87 lacs during the previous financial year.
Your Company has launched a new range of products viz. Dollar Athleisure collection andit has already started to create a buzz amongst its customers. The collection ofathleisure products is made from rich cotton fabric which is more durable flexible and iswashable than other fabrics.
Moreover the state of the art fitness and appearance has given this fitness wearcollection a new status. The tees has many features such as fashionable and durablefrontal prints unique pocket prints whereas the bermudas capri track pant and joggerhas unique one-sided zipper pocket embossed branding and waistband with drawcod. The newrange of Dollar Bigboss is being well accepted by the consumers at large.
Your Board has recommended a dividend of Rs.1.70 (previous year Rs.1.60 on face valueof Rs.2 each fully paid-up) per equity share of Rs.2 each fully paid-up (i.e. 85% on the
paid-up value of equity shares). The proposal is subject to the approval of the Membersat the 26th Annual General Meeting (AGM) of your Company scheduled to be held on 30August 2019. The dividend payout is in the line with the Dividend Distribution Policy asadopted by the Company. Pursuant to Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a DividendDistribution Policy. The Policy is annexed hereto and marked as Annexure-A forming part ofthe Directors' Report and is also available on the Company's website athttps://www.dollarglobal. in/assets/upload/corporate-policy/dividend_distribution_policy.pdf.
Amount Transferred to Reserves
The Company has not transferred any amount to the General Reserves.
The Financial Statements of your Company have been prepared in accordance with IndianAccounting Standards (Ind AS) issued by the Institute of Chartered Accountants of Indiaand Regulation 48 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as SEBI ListingRegulations 2015) for the financial year 2018-19 as applicable to the Company. Theestimates and judgments relating to the Financial Statements are made on a prudent basisso as to reflect in a true and fair manner the form and substance of transactions andreasonably present the Company's state of affairs profits and cash flows for the yearended 31 March 2019.The Consolidated Financial Statements of the Company forms anintegral part of this Report.
The Authorised Share Capital of your Company as on 31 March 2019 stands atRs.115000000 (Rupees Eleven Crores Fifty Lacs) divided into 57500000 equity sharesof F.V. Rs.2 each.
The issued subscribed and paid-up share capital of your Company is Rs.113432240(Rupees Eleven Crores Thirty Four Lacs Thirty Two Thousand Two Hundred Forty) divided into56716120 equity shares of F.V. Rs.2 each fully paid up.
Your 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 asattached hereto and forming part of this Report.
Your Company strives to ensure that best Corporate Governance practices areconsistently identified adopted and followed towards ensuring sustainable growth ofbusiness thereby enhancing stakeholders' value. Your Company has practiced sound CorporateGovernance and takes necessary actions at appropriate times for enhancing and meetingstakeholders' expectations while continuing to comply with the mandatory provisions ofCorporate Governance.
Your Company has given its deliberations to provide all the information in theDirectors' 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(s) as amatter of prudence and good governance.
Pursuant to Regulation 34(3) read with Schedule V of The Securities & ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time a report on Corporate Governance along with a certificate fromMr. Santosh Kumar Tibrewalla Practicing Company Secretary regarding compliance ofconditions of Corporate Governance and certification by CEO & CFO are given inAnnexure-C D and E respectively.
Code of Conduct
A Code of Conduct as applicable to the Board of Directors KMPs and Senior Executivesis already in force and is available on the Company's website at https://www.dollarglobal.in/assets/upload/corporate-policy/ companys-code-of-conduct.pdf. TheBoard Members and Senior Management have afirmed their compliance with the Code andpursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and a declaration signed by the ManagingDirector (CEO) to this affect is given in Annexure-F.
Management Discussions & Analysis Report
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015a report on Management Discussion & Analysisis at Annexure-G to this report.
Change in Directors & Key Managerial Personnel
i) Resignations :
Mr. Pawan Kumar Agarwal (DIN: 01978322) Non-Executive Independent Director of theCompany had resigned from the office of Directors w.e.f. 10 August 2018 due to hispersonal reasons. The Company has received confirmation from Mr. Agarwal that there was noother reason except as stated above for his resignation.
Mr. Rakesh Gopikishan Biyani (DIN:00005806) Non-Executive Independent Director of theCompany has resigned from the office of Independent Directors of the Company w.e.f. 10April 2019 due to proposed acquisition of some similar business in India which would maylead to conflict of interest of Independence. The Company has received confirmation fromMr. Biyani that there was no other reason except as stated above for his resignation.
Shri. Din Dayal Gupta (DIN: 00885582) Chairman (Non-Executive Director) of the Companyhas resigned from the office of Directors and Chairman w.e.f. 11 April 2019 due to hisgrowing age.
ii) Appointments :
Mrs. Divyaa Newatia (DIN: 00347787) was appointed as an Additional Director(Non-Executive Independent Women Director) of the Company with effect from 12 February2018 pursuant to Section 149 152 160 and 161 of the Companies Act 2013 and otherapplicable provisions of the said Act and Mr. Sanjay Jhunjhunwalla (DIN: 00233225) wasappointed as an Additional Director (Non-Executive Director) in the Board w.e.f. 10August 2018 pursuant to Section 152 160 and 161 of the Companies Act 2013 and otherapplicable provisions of the said Act and subsequently both the above appointments wereapproved by the shareholders in the last Annual General Meeting of the Company held on 12September 2018.
The shareholders had also re-appointed Mr. Binay Kumar Agarwal (DIN: 01342065) as aNon-Executive Independent Director of the Company to hold office for a second term of 5(five) consecutive years w.e.f. 1 April 2019 by passing special resolution pursuant toSection 149(10) read with Schedule IV of the Companies Act 2013 at the Annual GeneralMeeting of the Company held on 12 September 2018.
Pursuant to the provisions of Section 161 of the Companies Act 2013 and rules framedthereunder Mr. Anil Kumar Saboo (DIN: 00621325) and Mr. Srikumar Bandyopadhyay (DIN:03504452) were appointed as Additional Directors (Non-Executive Independent Directors) ofthe Company with effect from 10 November 2018 and they would hold the office ofDirectors upto the date of ensuing Annual General Meeting of the Company unless theirappointment is approved by the Shareholders in the ensuing Annual General Meeting of theCompany. Amongst other terms Mr. Anil Kumar Saboo and Mr. Srikumar Bandyopadhyay ifconfirmed by the Shareholders would no longer be required to retire by rotation in view ofSection 149(13) of the Companies Act 2013 and can hold the office of Directors of theCompany for a consecutive period of 5 (five) years as per Section 149(10) of the said Actand hence their appointment has been proposed in the ensuing Annual General Meeting of theCompany accordingly.
Declaration of Independence as per Section 149(6) of the Companies Act 2013 were dulyreceived from all the Independent Directors as required under the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
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. Krishan Kumar Gupta(DIN:01982914) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offered himself for re-appointment.
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 necessary disclosures to the extent as required under theprovisions of Section 184(1) of the Companies Act 2013 as applicable.
iv) Appointment & Resignation of Whole-time Key Managerial Personnel (KMP) :
Ms. Shashi Agarwal Chief Financial Officer (CFO) of the Company was elevated as SeniorVice President - Corporate Strategy & Investor Relations in the Company w.e.f. 29 May2018.
Mr. Lalit Chand Sharma was appointed as the Chief Financial Officer (CFO) of theCompany w.e.f. 29 May 2018.
Except for above there were no changes in the Whole-time KMPs during the financialyear under review.
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 31 March 2019 and of theProfit of the Company for the year ended on 31 March 2019;
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 Auditors:
M/s. Singhi & Co. (Firm Registration No. 302049E) Chartered Accountants wereappointed as the Statutory Auditors of the Company at the 24th Annual General Meeting ofthe Company held on 8 August 2017 for a period of 5 (five) years and would hold theoffice of Auditors till the conclusion of the 29th Annual General Meeting of the Companyto be held for the financial year 2021-22.
The observations made by the Statutory Auditors in their Auditors Report together withthe notes to accounts as append thereto are self-explanatory and hence does not call forany 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 Cost Accountant as the Cost Auditors of the Company for the financial year2019-20. The Company has received consent and confirmation of eligibility for theirre-appointment as the Cost Auditors of the Company for the financial year 2019-20.
As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained.
(iii) Secretarial Auditor:
Mr. Santosh Kumar Tibrewalla Practicing Company Secretary continued to be theSecretarial Auditor of the Company to carry out the Secretarial Audit under the provisionsof Section 204 of the Companies Act 2013. The report of the Secretarial Auditor (MR-3)for the financial year 2018-19 is enclosed as Annexure-H to this Board's Report which isself-explanatory and hence do not call for any further explanation.
(iv) Internal Auditors :
M/s. Pawan Gupta & Co. Chartered Accountants continued to be the Internal Auditorsof the Company under the provisions of Section 138 of the Companies Act 2013 forconducting the internal audit of the Company for the financial year 2018-19
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility (CSR) is an integral part of our sustainabilitymodel. In view of resignation of Shri Din Dayal Gupta from the office of Directors of theCompany w.e.f. 11 April 2019 in the Board Meeting held on 27 May 2019 the Committeewas reconstituted by inducting Mr. Krishan Kumar Gupta Whole-time Director of the Companyas the member of the Committee. Other members of the Committee are Mr. Binay Kumar AgarwalNon-Executive Independent Director and Mr. Vinod KumarGuptaManagingDirectoroftheCompany.Mr.VinodKumar Gupta was appointed as the Chairman ofthe Committee. The CSR policy formulated by the Company is available on the website athttps://www.dollarglobal.in/assets/upload/corporate-policy/corporate-social-responsibility-policy. pdf.The details of the Committeehas been provided in the Corporate Governance Report as annexed to this report and the CSRactivities are mentioned in the Annual Report on CSR Activities' enclosed asAnnexure-I 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-J to this Report attachedhereto.
Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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 under thispolicy. The policy is gender neutral. During the year under review no complaints withallegations of Sexual Harassment were received by the Company.
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 business activities and current affairs of your Company. All themandatory information and disclosures as per the requirements of the Companies Act 2013 Companies Rules 2014 and as per Regulation 46 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and also the non-mandatory information ofInvestors' interest / knowledge has been presented on the website of the Company.
Voluntary Delisting of Equity Shares of the Company from the Calcutta Stock ExchangeLimited (CSE)
Pursuant to Regulation 6 and Regulation 7 of the Securities and Exchange Board of India(Delisting of Equity Shares) Regulations 2009 your Company delisted its Equity sharesfrom The Calcutta Stock Exchange Ltd (CSE) under Voluntary Delisting guidelines witheffect from 22 May 2018.
Listing Of Equity Shares of The Company on BSE Limited (BSE)
Your Company got listed for trading in its equity shares on 7 June 2018 with BSE Ltd.(BSE).
Accordingly your Company's Equity Shares are listed on The National Stock Exchange ofIndia Ltd (NSE) and BSE Ltd. (BSE) both having Nationwide Trading Terminals. The Companyis registered with both NSDL & CDSL for holding the shares in dematerialized form andopen for trading. The Company has duly paid the Annual Listing/Custodial Fees to the StockExchanges and the depositories respectively.
Code of Conduct for Prevention of Insider Trading
In terms of the SEBI (Prohibition of Insider Trading) Regulations 1992 your Companyhas adopted the Code of Conduct for prevention of Insider Trading. Further in accordancewith the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations2015 the Board of Directors of the Company has duly approved and adopted the code ofpractices and procedure for fair disclosure of Un-published Price Sensitive Informationand formulated the code of conduct of the Company.
However SEBI has amended certain provisions of the SEBI (Prohibition of InsiderTrading) Regulations 1992 w.ef. 1 April 2019 which were duly adopted by theCompany and the Code of Conduct was revised accordingly. The aforesaid code of conduct forprevention of Insider Trading is duly placed on the website of the Company at https://www.dollarglobal.in/assets/upload/corporate-policy/0dd 03be062a2791adab540a133a008df.pdf.
Disclosures as per Applicable Act Listing Agreement / SEBI (LODR) Regulations 2015
i) Related Party Transactions:
All transactions entered with related parties during the financial year 2018-19 were onan arm's length basis and were in the ordinary course of business and provisions ofSection 188 (1) are not attracted. There have been no materially significant related partytransactions with the Company's Promoters Directors and others as defined in Section2(76) of the Companies Act 2013 and Regulation 23 of SEBI(Listing Obligations &Disclosure Requirements) Regulations 2015 which may have potential conflict of interestwith the Company at large.
Accordingly disclosure in Form AOC-2 is not required. In compliance with theprovisions of the Act and the SEBI (LODR) Regulation 2015 each transaction as entered bythe Company with its related parties is placed before the Audit Committee. A prior omnibusapproval of the Audit Committee is obtained on a yearly basis for the transactions whichare foreseen and repetitive in nature. The transactions pursuant to the omnibus approvalso granted is audited and a detailed quarterly statement of all related partytransactions is placed before the Audit Committee for its review. The policy on relatedparty transactions as approved by the Board is available on the Company's website athttps://www.dollarglobal.in/assets/upload/ corporate-policy/sdefewwea.pdf.
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. In terms of Regulation 34 (3) readwith Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended w.e.f. 1 April 2019 disclosure of transactions of the Companywith its promoter group Company M/s. Simplex Impex Private Limited holding more than tenpercent of equity shares in the Company are provided herein below:-
| ||( H in Lacs) |
|Nature of Transaction ||Amount |
|Rent Paid ||9.36 |
|Interest paid ||152.73 |
|Loan Taken ||1654.00 |
|Repayment of Loan ||5378.26 |
ii) Number of Board Meetings:
The Board of Directors met 4 (four) times in the year 2018-19. 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.
Audit Committee was re-constituted by the Board of Directors in its meeting held on 29May 2018 as Mr. Pawan Kumar Agarwal ceased to be the member of the Committee due to hisresignation from the Board of the Company and Mrs. Divyaa Newatia Non-ExecutiveIndependent Director of the Company was inducted as the member of the Committee in hisplace.
Mr. Binay Kumar Agarwal continues to be 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 copy of the Annual Return of the Company as providedunder Section 92(3) of the Companies Act 2013 in Form MGT-9 is attached to this report asAnnexure-K. and is also available at the website of the Company athttps://www.dollarglobal.in/assets/upload/news/ a6530d647b66fa4_97cce66ce08a021.pdf.
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 were within the overall limit of the amount and within the powers ofthe Board as applicable to the Company in terms of Section 179 and 186 of the CompaniesAct 2013. The particulars of all such loans guarantees and investments are entered inthe 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 theCompany occurred post closure of the financial year 2018-19. However (a) Mr. RakeshGopikishan Biyani (DIN: 00005806) Non-Executive Independent Director has resigned fromthe office of Directors w.e.f. 10 April 2019. (b) Shri. Din Dayal Gupta (DIN: 00885582)Chairman (Non-Executive Director ) has resigned from the office of Non- Executive Directorand Chairman of the Company w.e.f. 11 April 2019.
ix) Subsidiaries Associates or Joint Ventures:
Your Company's Joint Venture Company viz. M/s. Pepe Jeans Innerfashion Private Limited(PJIPL) commenced its operations during the reporting period and has launched its productsin Indian market. It has started selling its products through various distributorsExclusive Brand Outlets (EBO) of Pepe Jeans LFS and various e-commerce channels on panIndia basis. After commencement of commercial production of fashion Inner-wear PJIPL hasachieved a turnover of Rs.569.57 lacs in the financial year 2018-19. The sales (under theproduct brand "PEPE Jeans London") are being channelled through variousdistributors and online portals (like Amazon Myntra Flipkart). The consolidatedfinancial statements presented by the Company includes financial information of its JointVenture Company prepared in compliance with applicable Accounting Standards.
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 Joint Venture is given in Form AOC-1 forms part of the consolidatedfinancial statement and is attached to this report 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).
Evaluation Criteria :
|Authority For Evaluation ||Target Person For Evaluation |
|Nomination and Remuneration Committee (NRC) ||All Directors (Individually) Board and Committees |
|Independent Directors' Meeting (IDs) ||a. Non Independent Directors (Non- IDs); |
| ||b. Chairperson (taking into account the views of Executive & Non-Executive Directors); |
| ||c. Board as a Whole ; and |
|Board of Directors (BOD) ||d. Committees of Board. Independent Directors (excluding participation of the ID being evaluated) |
During the year under review the Board in compliance with the Companies Act 2013 andapplicable Regulations of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 has continued to adopt formal mechanismfor evaluating its performance and as well as that of its Committees and individualDirectors including the Chairman of the Board. The exercise was carried out through astructured evaluation process covering various aspects of the Boards functioning such ascomposition of the Board & Committees experience & competencies performance ofspecific duties & obligations governance issues etc. A separate exercise was carriedout to evaluate the performance of individual directors including the Board as a wholeand the Chairman who were evaluated on parameters such as their participationcontribution at the meetings and otherwise independent judgements safeguarding ofminority shareholders interest etc. The evaluation of the Independent Directors wascarried out by the entire Board and that of the Chairman and the Non-Independent Directorswere carried out by the Independent Directors in their separate meeting held on 12February 2019.
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 provisions ofthe 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 to set standards inrelation to the following and details of 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):
As per the requirement of the Companies Act 2013 and the SEBI (LODR) Regulations2015 your Company has framed its Whistle Blower Policy to enable all the employees andthe directors to report any violation of the Code of Ethics as stipulated in the saidpolicy.
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 or concernsimpacting and compromising with the interest of the Company and its stakeholders in anyway. The Company is committed to adhere to highest possible standards of ethical moraland legal business conduct and to open communication and to provide necessary safeguardsfor protection 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 has been uploaded on the Company'swebsite and is available at https://www.dollarglobal.in/assets/upload/corporate-policy/vigil.pdf and also set out in the Corporate Governance Reportattached as Annexure to this Board's Report.
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 i.e. SS-1 SS-2 and SS-3 relating to Meetings of theBoard of Directors' General Meetings' and Dividend' respectively to theextent as applicable have been duly followed by the Company.
The industrial relation during the year 2018-19 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards overall progress of the Company.
Significant & 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.
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 Office: ||For and on behalf of the Board of Directors |
|Om Tower 15th floor || || |
|32 J. L. Nehru Road || || |
|Kolkata - 700 071 ||Sd/ ||Sd/- |
| ||Vinod Kumar Gupta ||Krishan Kumar Gupta |
|Date: 27 May 2019 || |
| ||(DIN: 00877949) ||(DIN: 01982914) |
ANNEXURE-A TO THE DIRECTORS' REPORT
DIVIDEND DISTRIBUTION POLICY
The Company is consistent in paying dividend over the years except in some of theyears when the Company decided to retain its entire profit to meet up the capitalexpenditure and working capital requirements.
The Company proposes to adhere basic philosophy of rewarding the shareholders with thesurplus fund of the Company by means of dividend and/or issue of bonus shares out of theretained profit. To meet this requirement the Company voluntarily undertake DividendDistribution Policy in the line with the Regulation 43A of the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015.
1. Dividend Distribution
The Board of Directors will take into account the Company's profitability andrequirement of funds to meet up its short term and long term capital requirements andsustainable growth. The Company will also maintain reasonable and predictable return tothe Shareholders of the Company on their investment in the Company.
2. Factors Considered
The Board of Directors will consider the following internal and external factors indeciding quantum of dividend to be paid in each of the financial year -
Internal Factors: Profit After Tax Fund Flow position of the Company Currentand Future capital requirements e.g. Business Modernization
/ Expansion Mergers and Acquisitions Investment in Subsidiaries/ Associates/ JointVentures Working Capital requirements and any other related factors.
External Factors: Taxation including Dividend Distribution Tax Finance CostGovernment regulations Industry Outlook Domestic Demand Conditions Consumer behavioretc.
3. Utilization of Retained Earnings
The Company will strive to pay dividend out of retained profits in case of anyshortfall to meet the adequacy of the quantum dividend or in case of lower profit or noprofit situation of the Company in any of the financial years. Otherwise the Company willreward the shareholders by way of bonus shares as and when the Board of Directors deemdesirable. The Company will also utilize its retained earnings for growth of the Companyby venturing into new markets / geographies/ verticals utilization of money for researchand development activities to meet the change in taste of the consumers CapitalExpenditure Mergers and Acquisitions Investment in Subsidiaries/ Associates/ JointVentures Working Capital requirements and any other related factors.
4. Circumstances for Non- Payment of Dividend
The Shareholders may or may not expect a dividend in case of adverse market conditionsand business uncertainty inadequacy of profits earned during the fiscal year inadequacyof cash balance large forthcoming capital requirements which are funded through internalaccruals changing government regulations etc.
Even under such circumstances the Board may at its own discretion and subject toapplicable rules choose to recommend a dividend out of the Company's free reserves.
5. Multiple Classes of Shares
Presently the Company has only one class of shares i.e. Equity Shares. In the futureif the Company issues multiple classes of shares the parameters of the dividenddistribution policy will be addressed appropriately.
6. Policy Review
The Board of Directors may review this policy periodically by taking into account thedomestic and global economic conditions Company's growth and investment plans andfinancial position etc. and in accordance with any regulatory amendments.
The policy shall be disclosed on the website of the Company.
ANNEXURE-B 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:
A) CONSERVATION OF ENERGY -
(i) Steps taken or impact on conservation of energy
TheCompanyisfullyutilizingthepowerunitsgenerated in its own windmills. However themanufacturing process of the products of the Company is not power intensive except itsspinning elastic and process divisions. The Company always put its endeavors to saveenergy wherever possible.
(ii) Steps taken by the Company for utilizing alternate sources of energy
The Company`s all the 4 (Four) wind mills are fully operational during this year.
(iii) Capital investment on energy conservation equipment
B) TECHNOLOGY ABSORPTION -
(i) Efforts made towards technology absorption : N.A.
(ii) Benefits derived like product improvement cost reduction product development orimport 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 ||N.A. |
|b) Year of import ||N.A. |
|c) Whether the technology been fully absorbed ||N.A. |
|d) If not fully absorbed areas where absorption has not taken place reasons thereof ||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.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO -
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 Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Total Foreign Exchange Used and || || |
|Earned: || || |
|Earned (F.O.B.) ||5655.08 ||6099.43 |
|Used ||846.72 ||1260.99 |
|Registered Office: ||For and on behalf of the Board of Directors |
|Om Tower 15th floor || || |
|32 J. L. Nehru Road || || |
|Kolkata - 700 071 ||Sd/ ||Sd/- |
| ||Vinod Kumar Gupta ||Krishan Kumar Gupta |
|Date: 27 May 2019 || |
| ||(DIN: 00877949) ||(DIN: 01982914) |