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Dollar Industries Ltd.

BSE: 541403 Sector: Industrials
NSE: DOLLAR ISIN Code: INE325C01035
BSE 00:00 | 19 Aug 428.55 0.50
(0.12%)
OPEN

429.35

HIGH

431.65

LOW

423.25

NSE 00:00 | 19 Aug 428.90 1.45
(0.34%)
OPEN

429.50

HIGH

432.70

LOW

423.50

OPEN 429.35
PREVIOUS CLOSE 428.05
VOLUME 15988
52-Week high 665.70
52-Week low 325.40
P/E 16.14
Mkt Cap.(Rs cr) 2,430
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 429.35
CLOSE 428.05
VOLUME 15988
52-Week high 665.70
52-Week low 325.40
P/E 16.14
Mkt Cap.(Rs cr) 2,430
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

Dear Members

Your Directors are pleased to present the 29th Annual Reportof the Company along with the audited financial statements for the financial year endedMarch 31 2022.

FINANCIAL RESULTS:

(Rs. in Lacs)

Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from operations 135032.14 103695.57 135032.14 103695.57
Other Income 653.18 348.13 653.18 348.13
Total Revenue 135685.32 104043.70 135685.32 104043.70
Profit before Interest Depreciation & Taxation 22323.87 14156.38 22631.87 14156.38
Less:Interest 962.38 878.69 962.38 878.69
Depreciation 1657.62 1547.08 1657.62 1547.08
Less: Share of Loss of Joint Venture - - 185.93 196.33
Profit Before Tax 19703.87 11730.61 19825.94 11534.28
Less: Tax Expense 5116.69 3002.59 5116.69 3002.59
Profit After Tax 14587.18 8728.02 14709.25 8531.69
Add: Other Comprehensive Income 74.50 23.05 77.29 25.00
Add: Balance brought forward from previous year 39098.31 31311.41 38492.25 30899.73
Less: Proposed Dividend (Including Dividend Distribution Tax) 1361.20 964.17 1361.20 964.17
Balance carried to Balance Sheet 52398.79 39098.31 51917.59 38492.25

STATE OF COMPANY'S AFFAIRS AND OPERATIONS

During the financial year the Company has reported total revenue ofRs. 135685.32 lacs against Rs. 104043.70 lacs in the previous financial year. Theprofit (after tax) stood at Rs. 14587.18 lacs against Rs. 8728.02 lacs in the previousfinancial year. The exports made by the Company stood at Rs. 13354.82 lacs against Rs.6275.09 lacs in the previous financial year.

During the period under review the Company has significantly enhancedits brand recognition through its dedicated branding initiatives. The Company isaddressing the needs of a huge consumer spectrum through different price categories suchas premium mass premium and economy. We are seamlessly connected with the millennials andcatering to their evolving demands through digital marketing.

The Company has marked its presence under modern trade e-commerceplatforms such as Flipkart Amazon Myntra Snapdeal Ajio Meesho etc. The Company'sexclusive products are also available in all major Large Format Stores (LFS) such as BrandFactory Central Spencers Reliance Trends More etc. and major Chain stores such asVishal Megamart D-Mart 1-India Family Mart Bazaar Kolkata M-Bazaar etc. The Companyhas launched its first Exclusive Brand Outlet (EBO) in Ayodhya Uttar Pradesh.

Completing 50 glorious years remains a big achievement and wecelebrated it with larger-than-life approach. The Company has announced its Force NXT's‘refreshed' logo as part of evolution of its premium innerwear product line. TheCompany under its ‘Dollar Woman' brand celebrates the freedom of spirit every womandeserves with its newly launched lingerie line with a varied range of products likeEveryday Bra T-shirt Bra Sports Bra Beginners Bra Strapless Bra Sleep Bra NursingBra.

The Company has also focused on developing and strengthening itsInformation Technology (IT) infrastructure at various levels some of the major highlightsare

¦ Transitioning from Oracle ERP to SAP S/4 Hana

¦ Creating Integrated Auto Replenishment System (ARS) andDistributor Management System for its distributors

¦ Implementation of ARS at the supply chain level

¦ Implemented Sales Field Assist app for enhancing its secondarysales

The Company believes that the above transformations will lead inestablishing transparent engagements with its retailers building deeper insights abouton-ground realities thereby achieving increased productivity and efficiencies.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in the nature of business of theCompany and the Company continues to focus on improving its operational efficiencies.

DIVIDEND

Your Board is pleased to recommend a dividend of Rs. 3.00 (previousyear Rs. 2.40 on face value of Rs. 2/- fully paid-up) per equity share of Rs. 2/- fullypaid-up (i.e. 150 % on the paid-up value of equity shares). The proposal is subject to theapproval of the Members at the 29th Annual General Meeting (AGM) of the Companyscheduled to be held on July 28 2022. The dividend payout is in the line with theDividend Distribution Policy as adopted by the Company.

The total outflow on account of dividend to the shareholders will beRs. 1701.48 lacs (subject to deduction of TDS as per Section 194 of the Income Tax Act1961) Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended the Company has in place a DividendDistribution Policy and the same is also available on the Company's website athttps://www.dollarglobal.in/assets/upload/corporate-policy/ dividend distributionpolicv.pdf.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the General Reserves forthe financial year under review.

FINANCIAL STATEMENTS

The Financial Statements of the Company have been prepared inaccordance with Indian Accounting Standards (INDAS) as notified under Section 133 of theCompanies Act 2013 read with the Companies Accounts Rules 2014 and Regulation 48 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as SEBI Listing Regulations 2015) for the financial year 2021-22 asapplicable to the Company.

The estimates and judgments relating to the Financial Statements aremade on a prudent basis so as to reflect in a true and fair manner the form andsubstance of transactions and reasonably present the Company's state of affairs profitsand cash flows for the year ended March 31 2022. The Consolidated Financial Statements ofthe Company forms an integral part of this Report.

SHARE CAPITAL

There is no change in the authorised issued subscribed and paid-upshare capital during the financial year under review.

The Authorised Share Capital of the Company as on March 31 2022 stoodat Rs. 115000000 (Rupees Eleven Crore Fifty Lacs) divided into 57500000 equityshares of F.V. Rs. 2/- each.

The issued subscribed and paid-up share capital of the Company is Rs.113432240 (Rupees Eleven Crore Thirty Four Lacs Thirty Two Thousand Two Hundred Forty)divided into 56716120 equity shares of F.V. Rs. 2/- each fully paid up.

The Company has not issued any equity shares equity shares withdifferential rights Sweat Equity Shares Employees' Stock Options and did not purchaseits own shares. Hence there is no information to be provided as required under Rule 4 (4)Rule 8 (13) Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital andDebentures)Rules 2014 and Section 42 &62 of the Companies Act 2013 respectively.

LISTING OF NON-CONVERTIBLE DEBT SECURITIES (COMMERCIAL PAPER) ON BSELTD.

During the year under review the Company had issued and listed itsCommercial Paper amounting to Rs. 40 crore (Rupees Forty Crore) on Bombay Stock ExchangeLtd (BSE) with maturity period of three months. The aforesaid Commercial Paper wasredeemed on February 28 2022.

DEPOSITS

The Company has not accepted any deposits during the financial year interms Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014.No amount on account of principal or interest on deposits from public and/orMembers were outstanding as on March 31 2022.

No deposits remained unpaid or unclaimed as at the end of the financialyear and there was no default in repayment of deposits or payment of interest thereonduring the year.

CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy Research &Development Technology Absorption Foreign Exchange Earnings and Outgo as required underSection 134(3)(m) of the Companies Act 2013 and Rule 8(3) of Companies (Accounts) Rules2014 are at Annexure-‘A' as attached hereto and forming part of this Report.

CORPORATE GOVERNANCE

The Company's Philosophy on Corporate Governance aims to attain thehighest level of transparency and accountability towards safeguarding and adding value tothe interests of various stakeholders.

The Company has been committed to maintain the highest standards ofethics and governance resulting in enhanced transparency for the overall benefit of allstakeholders. The Company has implemented all the stipulations as specified in the ListingRegulations 2015 and the requirements set out by the Securities and Exchange Board ofIndia.

The Company strives to undertake best Corporate Governance practicesfor enhancing and meeting stakeholders' expectations while continuing to comply with themandatory provisions of Corporate Governance under the applicable framework of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company has given its deliberations to provide all the informationin the Directors' Report and the Corporate Governance Report as per the requirements ofthe Companies Act 2013 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the Listing Agreement entered by the Company with the StockExchanges.

Pursuant to Regulation 34(3) read with Schedule V of The SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the applicable Regulations asissued by Securities and Exchange Board of India and as amended from time to time a reporton Corporate Governance along with a certificate from Mr. Santosh Kumar TibrewallaPracticing Company Secretary regarding compliance of conditions of Corporate Governanceattached to this report and marked as Annexure-‘B & C' respectively.

The certification by CEO & CFO as per Regulation 17(8) of SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015 is attached and markedas Annexure-‘D'.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and businessprinciples for all the Board members including Executive/Non-Executive Directors seniormanagement and all the employees of the Company for conducting business in an ethicalefficient and transparent manner so as to meet its obligations to its shareholders and allother stakeholders and the same has also been placed on the website of the Company athttps://www.dollarglobal.in/assets/upload/corporate-policv/ companvs-code-of-conduct.pdf

The Board Members and Senior Management have affirmed their compliancewith the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a declaration signed by theManaging Director (CEO) to this affect is at Annexure-‘E'.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 Management Discussion &Analysis Report with detailed review of the operations state of affairs performance andoutlook of the Company for the reporting year forms part of this report and is marked asAnnexure-‘F'.

DIRECTORS & KEY MANAGERIAL PERSONNEL(KMP)

i) Resignations:

Mr. Ankit Gupta resigned as Chief Financial Officer of the Companyw.e.f. August 10 2021 due to his extensive involvement in managing the marketing affairsof the Company. He was subsequently appointed as President (Marketing) in the Company.

The Board accepted the above resignation as tendered and put on recordits appreciation towards valuable contribution made by Mr. Ankit Gupta during his tenureas the Chief Financial Officer of the Company.

Except for above there were no resignations of directors/ KMPs duringthe year under review.

ii) Appointments/Re-appointments:

¦ During the year under review the shareholders at the AnnualGeneral Meeting of the Company held on July 28 2021 had re-appointed Mr. Vinod KumarGupta (DIN: 00877949) as Managing Director (designated as Key Managerial Personnel) andMr. Binay Kumar Gupta (DIN: 01982889) as Joint Managing Director for a further period of 5(five) years w.e.f. September 1 2021 at revised remuneration pursuant to Section 196197 198 203 read with Schedule V and/or any other applicable provisions of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

¦ During the year under review the shareholders at the AnnualGeneral Meeting of the Company held on July 28 2021 had re-appointed Mr. Bajrang KumarGupta (DIN: 01783906) & Mr. Krishan Kumar Gupta (DIN:01982914) as Whole-Time Directorsof the Company for a further period of 5 (five) years w.e.f. 1st September2021 at revised remuneration pursuant to Section 196 197 198 203 read with Schedule Vand/or any other applicable provisions of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

¦ The Board of Directors in its meeting held on 7thAugust 2021 appointed Mr. Ajay Kumar Patodia as the Chief Financial Officer of theCompany w.e.f. August 10 2021 to fill up the casual vacancy caused due to resignation ofMr. Ankit Gupta pursuant to Section 203 of the

Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

iii) Declaration by Independent Directors:

The Company has received declarations from all the IndependentDirectors of the Company confirming that:

a. they meet the criteria of independence as prescribed under Section149 (6)of the Companies Act 2013 and Regulation 16 (1) (b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015;

b. they have complied with the Code of Independent Directors prescribedunder Schedule IV of the Companies Act 2013; and

c. they have duly registered their names in the Independent Directors'Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment andQualifications of Directors) Rules 2014 and amendments thereto.

iv) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicableprovisions of the Companies Act 2013 and Articles of Association of the Company Mr.Krishan Kumar Gupta (DIN:01982914) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered for his re-appointment.

v) Appointment & Resignation of Whole-time Key Managerial Personnel(KMP):

During the year under review Mr. Ankit Gupta resigned as ChiefFinancial Officer of the Company w.e.f. August 10 2021 and Mr. Ajay Kumar Patodia wasappointed as the Chief Financial Officer of the Company w.e.f. August 10 2021.

The Key Managerial Personnel (KMP) as on March 31 2022 is as follows:-

i. Mr. Vinod Kumar Gupta - Managing Director

ii. Mr. Ajay Kumar Patodia - Chief Financial Officer

iii. Mr. Abhishek Mishra - Company Secretary &

Compliance Officer

None of the Directors of the Company is disqualified as per Section164(2) of the Companies Act 2013 and rules made thereunder or any other provisions of theCompanies Act 2013. The Directors have also made necessary disclosures to as requiredunder provisions of Section 184(1) of the Companies Act 2013.

All members of the Board of Directors and senior management personnelaffirmed compliance with the Company's Code of Conduct policy for the F.Y. 2021-22.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) & 134(5) of theCompanies Act 2013 your Directors to the best of their knowledge and ability herebyconfirm that:

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

2. Appropriate accounting policies have been selected and appliedconsistently and judgements and estimates that are reasonable and prudent have been madeso as to give a true and fair view of the state of affairs of the Company as at March 312022 and of the Profit of the Company for the year ended on March 31 2022;

3. Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

5. The Directors have laid down internal financial Controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

6. Proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Based on the internal financial control framework audit procedure andcompliance system as established and maintained by the Company. The Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2021-22.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

M/s. Singhi & Co. (Firm Registration No. 302049E)

Chartered Accountants were appointed as the Statutory Auditors of theCompany at the 24th Annual General Meeting (AGM) of the Company held on August8 2017 for a period of 5 (five) years and would continue to hold the office of Auditorstill the conclusion of the 29thAGM of the Company to be held for the Financial Year2021-22.

Pursuant to the provisions of Section 139 (2) of the Companies Act2013 and Rules framed thereunder the Company has proposed to re-appoint the said Auditorsfor a second term of 5 (five) years for the financial year 202223 to 2026-27 and to holdthe office of Auditors from the conclusion of ensuing AGM till the conclusion of AGM to beheld for the Financial Year 2026-27 subject to the approval of shareholders in theensuing AGM

The observations if any made by the Statutory Auditors in theirAuditors' Report together with the notes to accounts as append thereto areself-explanatory and hence does not call for any further explanation. The Auditors' Reportdoes not contain any qualification reservation adverse remark or disclaimer.

(ii) Cost Auditor:

Pursuant to Section 148 of the Companies Act 2013 the Board ofDirectors on recommendation of the Audit Committee had appointed M/s. SantiramChattopadhyay & Associates Cost Accountants (Firm Registration No.101437) as theCost Auditors of the Company for the financial year 2022-23. The Company has receivedconsent and confirmation of eligibility for their appointment as the Cost Auditors of theCompany for the financial year 2022-23.

The remuneration payable to the Cost Auditors is required to beratified by the shareholders in the ensuing Annual General Meeting and is thereforeaccordingly proposed in the Notice convening the AGM as annexed to this Report.

(iii) Secretarial Auditor:

Mr. Santosh Kumar Tibrewalla Practicing Company Secretary continuedto be the Secretarial Auditor of the Company to carry out the Secretarial Audit under theprovisions of Section 204 of the Companies Act 2013 read with The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The report of the SecretarialAuditor (MR-3) for the financial year 2021-22 is enclosed as Annexure-‘G' tothis Board's Report which is selfexplanatory and hence do not call for any furtherexplanation.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

(iv) Internal Auditors:

M/s. Pawan Gupta & Co. Chartered Accountants continued to be theInternal Auditors of the Company under the provisions of Section 138 of the Companies Act2013 for conducting the internal audit of the Company for the financial year 2021-22.

The Company has received consent letter from M/s. Pawan Gupta &Co. Chartered Accountants for their re- appointment as the Internal Auditors of theCompany for the financial year 2022-23 and the Board has re-appointed them accordingly.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has been carrying out Corporate Social Responsibility (CSR)activities under the applicable provisions of Section 135 read with schedule VII (asamended from time to time) of the Companies Act 2013 and the Companies Corporate SocialResponsibility Policy Rules 2014. The Company has adopted the CSR Policy which provides abroad framework with regard to implementation of CSR activities carried out by the Companyin accordance with Schedule VII of the Act (as amended from time to time). The CSR policyformulated by the Company is available on the website athttps://www.dollarglobal.in/assets/ upload/corporate-policy/98296232c46f7b3d53a11d9ab3cd3662.pdf

The details of the CSR Committee has been provided in the CorporateGovernance Report as annexed to this report and the CSR activities are mentioned in the‘Annual Report on CSR Activities' enclosed as Annexure-‘H' to this report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of remuneration of Directors Key Managerial Personnel ofthe Company and other information as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 has been annexed as Annexure- ‘I' to the Directors'Report. Pursuant to Section 136(1) of the Companies Act 2013 the Directors' Report isbeing sent excluding the information on employees' particulars mentioned in Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the said informationis available for inspection at the registered office of the Company and any memberinterested in inspecting the same may write to the Company Secretary in advance oninvestors@ dollarglobal.in

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 (2)(f) of SEBI (LODR) Regulations 2015 theCompany is required to furnish Business Responsibility Report (BRR) describing theinitiatives taken by them from an environmental social and governance perspective in thereporting period.

In Compliance of the above the BRR of the Company for the financialyear 2021-22 is annexed and marked as Annexure-‘J' and forms part of this AnnualReport.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has been committed to create and provide an environmentthat is free from any kind of discrimination and harassment including sexual harassment.The Company has formulated and adopted an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules framed thereunder that provides a mechanism for theresolution settlements or prosecution of acts or instances of sexual harassment atworkplace and to ensure that all employees are treated with respect and dignity.

The policy on prevention of sexual harassment at workplace is alsoplaced on the website of the Company at https://www.dollarglobal.in/assets/upload/corporate-policy/61dced454dd8 7d14d5f46cd38af8f211.pdf.

All employees (Permanent/Contractual/Temporary/Trainees) are coveredunder this policy. The policy is gender neutral. During the year under review nocomplaints with allegations of Sexual Harassment were received by the Company.

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

COMPANY'S WEBSITE

The Company has developed and maintained its fully functional websitewww.dollarglobal.in which has been designed to exhibit the detailed information on theCompany's business and product range. The site carries a comprehensive database ofinformation of the Company from investors perspective including the Financial Results ofthe Company Shareholding Pattern Directors' & Corporate Profile details of BoardCommittees Corporate Policies business activities and current affairs of the Company.All the mandatory information and disclosures as per the requirements of the CompaniesAct 2013 Companies Rules 2014 and as per Regulation 46 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and also the nonmandatory information ofInvestors' interest / knowledge has been duly presented on the website of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the Code of conduct in terms of the SEBI(Prohibition of Insider Trading) Regulations 2015 to regulate monitor and reporttrading by designated persons and procedures to be followed and disclosures to be madewhile dealing in the securities of the Company 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.

The code is applicable to Directors KMPs Employees DesignatedPerson their relatives and other connected persons of the Company; the aforesaid code ofconduct for prevention of Insider Trading is duly placed on the Website of the Company athttps://www.dollarglobal.in/assets/upload/corporate-policv/0dd03be062a2791adab540a133a008df.pdf

Pursuant to the Internal Code of Conduct for Prevention of InsiderTrading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations2015 (as amended) the trading window closure(s) are intimated in advance to all thedesignated person and during the period the Board of Directors and other concernedpersons as mentioned above are not permitted to trade in the securities 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.2021-22were on an arm's length basis and were in the ordinary course of business. Except forabove there have been no materially significant related party transactions with theCompany's Promoters Directors and others as defined in Section 2(76) of the CompaniesAct 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 which may have potential conflict of interest with the Company at large.

In compliance with the provisions of the Act and the SEBI Regulation2015 prior approval of the Audit Committee is obtained for each transaction as proposedto be entered into by the Company with its related parties. A prior omnibus approval ofthe Audit Committee is obtained on a yearly basis for the transactions which are foreseenand repetitive in nature. The transactions pursuant to the omnibus approval so granted isaudited and a detailed quarterly statement of all RPTs is placed before the AuditCommittee for its review. The policy on Related Party Transactions as approved by theBoard is available on the Company's website at https://www.dollarglobal.in/assets/upload/corporate-policy/3f1a0 bed78a847df612ee3747a5cc215.pdf

The necessary disclosures regarding the transactions are given in thenotes to accounts. The Company has also formulated a policy on dealing with the RelatedParty Transactions and necessary approval of the Audit Committee and Board of Directorswere taken wherever required in accordance with the aforesaid policy.

In terms of Regulation 34 (3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 disclosure of transactions ofthe Company with its promoter group Company holding more than ten percent of equityshares in the Company are provided herein below: -

Name of the Promoter Group Nature of Transaction Amount (Rs. in Lacs)
Dollar Holdings Rent Paid 13.35
Private Limited Services Received 1.15
(Formerly Simplex Loan Taken 3475.00
Impex Private Limited) Repayment of Loan Taken 3760.00
Interest Paid 89.87
Dividend Paid 629.89
V.K. Mercantile Rent Paid 4.96
Private Limited Advance given against investment 0.10
Dividend Paid 174.62

ii) Number of Board Meetings:

The Board of Directors met 5 (Five) times in the year 202122. TheDetails of the Board Meeting and attendance of the Directors are provided in the CorporateGovernance Report attached as Annexure to this Report.

iii) Composition of Audit Committee:

The Board had constituted the Audit Committee under the applicableprovisions of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The composition of the Committee and other details of the Committee aregiven in the Corporate Governance Report attached as Annexure to this Board's Report.

iv) Recommendation by Audit Committee:

There were no such instances where the recommendation of AuditCommittee has not been accepted by the Board during the financial year under review.

v) Nomination & Remuneration Committee:

The Board had constituted the Nomination & Remuneration Committeeunder the applicable provisions of the

Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The composition of the Committee and other details of the Committee aregiven in the Corporate Governance Report attached as Annexure to this Board's Report.

vi) Stakeholder Grievance Committee:

The Board had constituted the Stakeholder Grievance Committee under theapplicable provisions of the

Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The composition of the Committee and other details of the Committee aregiven in the Corporate Governance Report attached as Annexure to this Board's Report.

vii) Management & Finance Committee:

The Board had constituted the Management & Finance Committee tofunction the powers as delegated the composition of the Committee and other details ofthe Committee are given in the Corporate Governance Report attached as Annexure to thisBoard's Report.

viii) Share Transfer Committee:

The Board had constituted the Share Transfer Committee the compositionof the Committee and other details of the Committee are given in the Corporate GovernanceReport attached as Annexure to this Board's Report.

ix) Risk Management Committee:

The Board of Directors had constituted Risk Management Committee as perregulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended.

The composition of the Committee and other details of the Committee aregiven in the Corporate Governance Report attached as Annexure to this Report.

x) Risk Analysis:

The Company has well defined risk management framework in placecomprising of regular audits and checks for identifying assessing mitigating monitoringand reporting of risks associated with the businesses of the Company. Major risks asidentified are systematically addressed by the concerned process owners through riskmitigation actions on a continuing basis.

xi) Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act 2013 and amendmentsthereof and in compliance of the Companies (Amendment) Act 2017 effective August 282020 the draft Annual Return for the financial year 2021-22 is placed on the website ofthe Company at the following link: https://www.dollarglobal.in/assets/upload/news/7635a99533e2502972ba6c14a0bc05c5.pdf

This Annual Return is subject to such changes / alterations /modifications as may be required to carry out subsequent to the adoption of the Directors'Report by the Shareholders at the 29th Annual General Meeting and receipt ofCertificate from Practising Company Secretary (PCS) which the Shareholders agree andempower the Board / Company and the copy of the final Annual Return as may be filed withthe Ministry of Corporate Affairs would be furnished on the website of the Company.

xii) Internal Financial Control:

The Company has in place adequate Internal Financial Control System asrequired under Section 134(5)(e) of the Act. The system covers all major processesincluding operations to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources. During the year under review such controls were tested withreference to financial statements and no reportable material weakness in the formulationor operations were observed.

The Audit Committee periodically reviews and takes suitable measuresfor any observation or recommendation suggested by the internal auditors on the efficacyand adequacy of the Internal Financial Control System.

xiii) Disclosure Relating To Material Deviations/ Variations:

As per Regulation 32(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 there were no significant material deviations/variancesnoted in the Company. Further the Company has not made any Public Issue Rights Issue andPreferential Issue during the year under review.

xiv) Loans Guarantees and Investments:

During the year under review the Company has been investing anddeploying its surplus funds in Securities which were within the overall limit of theamount and within the powers of the Board as applicable to the Company in terms of Section179 and 186 of the Companies Act 2013. The particulars of all such loans guarantees andinvestments are entered in the register maintained by the Company for the purpose and areappended in notes to the financial statements.

xv) Material changes and commitments if any affecting the financialposition between the end of the financial year and date of the report:

There is no material change since the closure of the financial yeartill the date of the report affecting any financial position of the Company.

xvi) Subsidiaries Associates or Joint Ventures:

The Company and Pepe Jeans Europe B.V. were carrying out Joint Venture(JV) with 50:50 stake in Pepe Jeans Innerfashion Private Limited (PJIPL). Pepe JeansEurope B.V. with the consent of the Dollar has sold their entire stake to G.O.A.T BrandLabs Pte. Ltd. and new JV agreement was executed between Dollar and new JV partner.However the existing brand license would continue to be used by the JV Company i.e. PJIPLfor another 18 years as permitted by Pepe Jeans Europe B.V.

The consolidated financial statements prepared and presented by theCompany include financials of its Joint Venture Company viz. M/s. Pepe Jeans InnerfashionPrivate Limited prepared in compliance with the applicable Accounting Standards.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of Joint Venture is given in Form AOC-1 forms part of theconsolidated financial statement and is attached to this report as Annexure-‘K'.

xvii) Evaluation of the Board's Performance:

Pursuant to the Provisions of Section 134 178 and Schedule IV of theCompanies Act 2013 and Regulation 17 SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the board has continued to adopt formal mechanism forevaluating its own performance as well as that of its Committees and individual Directorsthe exercise has been carried out through a structured evaluation process covering variousaspects of the functioning of the board such as composition of the Board &Committees effectiveness of Board process information and functioning experience &competencies performance of specific duties & obligations governance issues etc. Aseparate exercise was carried out to evaluate the performance of individual Directors onthe basis of questionnaire containing criteria such as level of participation byindividual directors independent judgement by the director understanding of theCompany's business etc.

The evaluation of the Independent Directors was carried out by theentire Board excluding the director being evaluated and that of the Non-IndependentDirectors were carried out by the Independent Directors in their separate meeting held onJanuary 27 2022.

The outcome of the performance evaluation as carried out on the basisof the above mechanism was noted to be satisfactory and it also reflected the commitmentof the Board members and its Committees to the Company.

xviii) Nomination Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & RemunerationCommittee has laid down a Nomination Remuneration and Evaluation Policy in compliancewith the provisions of the Companies Act 2013 read with the Rules made therein andRegulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Listing Agreement entered with the Stock Exchanges (asamended from time to time). The policy contains inter-alia criteria's for directors'appointment and remuneration including determining qualifications positive attributesindependence of a director etc. This Policy is formulated to provide a framework and setstandards in relation to the following and details on the same are given in the CorporateGovernance Report attached as Annexure to this Board's Report:

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

b. Remuneration in any form payable to the Directors KMPs and SeniorManagement Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications positive attributes andindependence of a director.

xix) Vigil Mechanism Policy:

The Company in accordance with the provisions of Section177(9) of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements)(LODR) Regulations 2015 has established a vigil mechanism for directors andemployees to report genuine concerns to the management viz. instances of unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. This policy enables the employees or other connected person saving interestin any transactions with the Company to report any unethical or improper practices noticedin the organisation. The Company strongly follows the conduct of its affairs in a fair andtransparent manner by adoption of highest standards of professionalism honesty integrityand ethical behavior and accordingly as per the requirement of the Companies Act 2013 andthe SEBI Listing Regulations the Company has framed its Whistle Blower Policy to enableall the employees and the Directors to report any violation of the Code of Ethics asstipulated in the said policy by virtue of Whistle Blower Policy the Directors andemployees of the Company are encouraged to escalate to the level of the Audit Committeeany issue or concerns impacting and compromising with the interest of the Company and itsstakeholders in any way. The Company is committed to adhere to highest possible standardsof ethical moral and legal business conduct and to open communication and to providenecessary safeguards for protection of Directors or employees or any other person whoavails the mechanism from reprisals or victimisation for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism has been uploaded onthe Company's website and is available athttps://www.dollarglobal.in/assets/upload/corporate- policy/vigil.pdf and also set out inthe Corporate Governance Report attached as Annexure to this Board's Report.

xx) Cost Records& Cost Audit:

Pursuant to Section 148(1) of the Companies Act 2013 and rules framedthereunder the Company is required to maintain cost records as specified by the CentralGovernment and accordingly such accounts are made and records are maintained. The Boardhas reappointed M/s. Santiram Chattopadhyay & Associates Cost Accountants(FirmRegistration No.101437) as the Cost Auditor for the year 2022-23 and has recommended theremuneration payable to the Cost Auditor for ratification at the ensuing Annual GeneralMeeting.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial standardsas issued by the Institute of Company Secretaries of India.

INDUSTRIAL RELATIONS

The industrial relation during the year 2021-22 had been cordial. TheDirectors take on record the committed support received from its agents dealerssuppliers and crucial efforts made by the Senior Management Personnel Officers andWorkers towards overall growth and development of the Company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant & material orders passed byRegulators / Courts / Tribunals impacting going concern status and Company's operations infuture.

ACKNOWLEDGEMENT

Your Directors would like to express their earnest appreciation for theassistance and co-operation received by the Company from its various stakeholdersFinancial Institutions Banks Government Authorities and all the employees at its variousdivisions. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued shareholders. Your Directors wish to place on record their deepsense of appreciation to all the employees at all levels for their committed servicesexemplary professionalism and enthusiastic contribution during the year.

By Order of the Board of Directors For Dollar Industries Limited

Sd/- Sd/-
Krishan Kumar Gupta Vinod Kumar Gupta
Whole-time Director Managing Director
(DIN: 01982914) (DIN: 00877949)

Registered Office:

Om Tower 15th Floor

32 J. L. Nehru Road

Kolkata - 700 071

Date: May 23 2022

Place: Kolkata

.