Your Directors are pleased to present the 27th Annual Report of the Company togetherwith the audited financial statements for the financial year ended 31 March 2020.
(Rs. in Lacs)
|Particulars || |
| ||2019-20 ||2018-19 ||2019-20 ||2018-19 |
|Revenue from operations ||96931.95 ||102875.52 ||96931.95 ||102875.52 |
|Other Income ||471.20 ||220.96 ||471.20 ||220.96 |
|Total Revenue ||97403.15 ||103096.48 ||97403.15 ||103096.48 |
|Pro_t before Interest Depreciation & Taxation ||10929.16 ||13787.05 ||10929.16 ||13787.05 |
|Less : Interest ||1529.03 ||1573.94 ||1529.03 ||1573.94 |
|: Depreciation ||1421.24 ||1109.57 ||1421.24 ||1109.57 |
|Less: Share of Loss of Joint Venture ||- ||- ||211.02 ||163.05 |
|Pro_t Before Tax ||7978.89 ||11103.54 ||7767.87 ||10940.49 |
|Less: Tax Expense ||2033.51 ||3578.12 ||2033.51 ||3578.12 |
|Pro_t After Tax ||5945.38 ||7525.42 ||5734.36 ||7362.37 |
|Add: Other Comprehensive Income ||(55.86) ||61.50 ||(55.34) ||61.50 |
|Add : Balance brought forward from previous year ||26586.05 ||20091.32 ||26384.87 ||20053.19 |
|Less: Proposed Dividend (Including Dividend Distribution Tax) ||1164.16 ||1092.19 ||1164.16 ||1092.19 |
|Adjustment relating to _xed Assets & Gratuity ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||31311.41 ||26586.05 ||30899.73 ||26384.87 |
During the financial year your Company has reported a total revenue of H97403.15 Lacsagainst 103096.48 Lacs in the previous financial year. The pro_t (after tax) stood atH5945.38 Lacs against 7525.42 Lacs in the previous financial year. The exports made bythe Company stood at H6883.71 Lacs against H7100.55 Lacs during the previous financialyear.
During the year under review the Company has undergone its brand restructuring andclassi_ed its existing brands into 5 (_ve) categories such as Dollar Man Dollar WomanDollar Junior Dollar Always and Dollar Thermals. The aforesaid rebranding exerciseconveys a clear statement of intent to the stakeholders that your Company is a growingevolving ambitious Company and is responsive to changing market dynamics and the samewill have a positive impact on its customers investors and shareholders at large.
Your Company is con_dent that its reinvigorated brand identity will provide a newdynamism to its business pro_le internally and to its customers and stakeholders and wouldalso ensure that we respond to the market need for youthfulness and vigor therebycontinuing to occupy a _rst mover mind space.
The Company has also developed its athleisure segment and now has a complete range ofathleisure category as part of its Dollar Man Dollar Woman and Force NXT brands which hasalso been accepted by the consumers at large.
The Company has an established model for sustainable growth towards continuousstrengthening of its supply chain management and operations towards achieving higherturnover and profits in a progressive manner.
Your Board has recommended a dividend of H1.70 (previous year H1.70 on face value ofH2/- fully paid-up) per equity share of H2/- fully paid-up (i.e. 85% on the paid-up valueof equity shares). The proposal is subject to the approval of the Members at the 27thAnnual General Meeting (AGM) of your Company scheduled to be held on 1 September 2020.The dividend payout is in line with the Dividend Distribution Policy as adopted by theCompany.
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 available on the Company's website at https://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 INDASissued by the Institute of Chartered Accountants of India and Regulation 48 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as SEBI Listing Regulations 2015) for thefinancial year 2019-20 as applicable to the Company. The estimates and judgments relatingto the Financial Statements are made on a prudent basis so as to re_ect in a true andfair manner the form and substance of transactions and reasonably present the Company'sstate of a_airs profits and cash flows for the financial year ended 31 March 2020.TheConsolidated Financial Statements of the Company forms an integral part of this Report.
There is no change in the Authorised Issued Subscribe and Paid-up Share Capitalduring the financial year. The Authorised Share Capital of your Company as on 31 March2020 remains at H115000000 (Rupees Eleven Crores Fifty Lacs) divided into 57500000equity shares of F.V. H2/- each.
The issued subscribed and paid-up share capital of your Company is H113432240(Rupees Eleven Crores Thirty Four Lacs Thirty Two Thousand Two Hundred Forty) divided into56716120 equity shares of F.V. H2/- 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 as attached hereto and forming part of this Report.
Best Corporate Governance practice actually involves balancing the interest of theCompany's various stakeholders such as investors shareholders senior managementexecutives customers suppliers _nanciers the government and community as a whole. Italso provides the framework from attaining the Company's objectives by implementingsuitable action plans and internal control measures towards improvising performancemeasurement and corporate disclosure on a continual basis.
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 Exchanges(s) was amatter of prudence and good governance. Pursuant to Regulation 34(3) read with Schedule Vof The Securities
& Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the applicable Regulations as issued by Securities and Exchange Boardof India and as amended from time to time. A report on Corporate Governance along with acerti_cate from Mr. Santosh Kumar Tibrewalla Practicing Company Secretary regardingcompliance of conditions of Corporate Governance and certi_cation by CEO & CFO aregiven in Annexure -C D and E.
CODE OF CONDUCT
The Board of Directors has adopted the code of conduct and business principles for theNon-Executive Directors as also for the employees including executive Directors and seniormanagement and the same has also been placed on the website of the Company athttps://www.dollarglobal.in/assets/upload/corporate-policy/ companys-code-of-conduct.pdfThe Board Members and Senior Management have a_rmed their compliance with the Code andpursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a declaration signed by the Managing Director(CEO) to this a_ect is at Annexure-F.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015Management Discussion & Analysis Report isgiven at Annexure G to this report.
CHANGE IN DIRECTORS & KEY MANAGERIAL PERSONNEL
i) Resignations :
Mr. Rakesh Gopikishan Biyani (DIN:00005806) Non-Executive Independent Director of theCompany resigned from the Board of the Company w.e.f. 10 April 2019 due to proposedacquisition of some similar business in India which would may lead to con_ict of interestof his Independence. Further the Company duly received a con_rmation from Mr. Biyani thatthere was no other reason except as stated above for his resignation.
The Board accepted his resignation and put on record its appreciation towards valuablecontribution made by Mr. Biyani during his tenure as an Independent Director of theCompany. Mr. Din Dayal Gupta (DIN : 00885582) Chairman (Non-Executive Director) of theCompany also resigned from the o_ce of Directors and Chairman w.e.f. 11 April 2019. Mr.Gupta is the pioneer in the establishment of the Company and mentor to achieve thephenomenal growth in the business of the Company over the past four decades. The Companywill always remain indebted to him. The Board did appreciated for his willingness for notbeing able to continue his services due to his growing age and accepted his resignation.
The Board applauded his vision for the Company and achievement made in line with hismission for the Company and placed on record its appreciation towards valuable mentorshipvision ful_lment of the mission and all the e_orts made by him since inception of theCompany to make the Company achieve over H1000 crores in turnover and alike pro_table.
ii) Appointments :
The shareholders had rati_ed the appointment of Mr. Anil Kumar Saboo (DIN: 00621325)and Mr. Srikumar Bandyopadhyay (DIN: 03504452) as Non-Executive Independent Directors ofthe Company to hold o_ce of Directors for a term of 5 (_ve) consecutive years w.e.f. 10November 2018 pursuant to Section 149(10) read with Schedule IV of the Companies Act2013 at the Annual General Meeting (AGM) of the Company held on 30 August 2019.
The existing terms of Mr. Rajesh Kumar Bubna (DIN: 00468038) who was appointed as anNon-Executive Independent Director of the Company would expire on 13 August 2020 and theBoard has re-appointed him as an Independent Director of the Company for a second term of5 (_ve) consecutive years w.e.f. 14 August 2020 subject to approval of the shareholdersby passing Special Resolution at the ensuing Annual General Meeting of the Company as perSection 149(10) read with schedule IV of the Companies Act 2013 and hence his appointmenthas been proposed in the ensuing Annual General Meeting of the Company accordingly.
The existing terms of Mr. Gopalakrishnan Sarankapani (DIN: 07262351) as a Whole-TimeDirector of the Company would expire on 13 August 2020 and the Board of Directors of theCompany on recommendation of Nomination and Remuneration Committee in its meeting held on28 June 2020 has re-appointed him for a further period of 5 (_ve) years on the termsconditions and remuneration as detailed in the Notice convening the ensuing Annual GeneralMeeting subject to the approval of shareholders in the AGM.
Necessary resolution for the above re-appointments as recommended by the Board hasbeen included in the Notice convening the ensuing AGM and requisite details have beenprovided in the explanatory statement of the Notice.
Declaration of Independence as per section 149(6) of the Companies Act 2013 was 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. Bajrang Kumar Gupta(DIN:01783906) Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and is eligible for reappointment.
None of the Directors of the Company as mentioned in item no (ii) are disquali_ed asper section 164(2) of the Companies Act 2013.
The Executive and Non-Executive Directors have also made necessary disclosures to theextent as required under the provisions of section 184(1) of the Companies Act 2013 asapplicable.
iv) Appointment & Resignation of Whole-Time Key Managerial Personnel (KMP) :
Mr. Lalit Chand Sharma resigned from the o_ce of Chief Financial O_cer (CFO) of theCompany w.e.f. 1 November 2019 due to his personal reasons.
Mr. Ankit Gupta was appointed as the Chief Financial O_cer (CFO) of the Company w.e.f.12 November 2019 to _ll up the vacancy caused by the resignation of Mr. Sharma. He isrelated to the promoters of the Company and his appointment under the provisions ofSection 203 and Section 188 (1)(f) of the Companies Act 2013 were duly approved by theaudit Committee Nomination and Remuneration Committee and the Board.
Except for above there was no change in the Whole-Time KMPs during the financial yearunder review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) & 134(5) of the Companies Act2013 your Directors to the best of their knowledge and ability hereby con_rm 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 a_airs of the Company as at 31 March 2020 and of thePro_t of the Company for the year ended on 31 March 2020;
3. Proper and su_cient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis;
5. The Directors have laid down Internal Financial Controls to be followed by theCompany and that such internal financial controls are adequate and are operatinge_ectively; and
6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating e_ectively.
Based on the internal financial control framework audit procedure and compliancesystem as established and maintained by the Company. The Board is of the opinion that theCompany's internal financial controls were adequate and e_ective during the financial year2019-20.
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(AGM) of the Company held on 8 August 2017 for a period of 5 (_ve) years and would holdthe o_ce of Auditors till the conclusion of the 29th AGM of the Company to be held for theFinancial Year 2021-22.
The observations if any made by the Statutory Auditors in their Auditors Reporttogether with the notes to accounts as append thereto are self-explanatory and hence doesnot call for any further explanation.
The Report given by M/s. Singhi & Co. Chartered Accountants on the financialStatements of the Company for the financial year 2019-20 forms part of this Annual Report.
(ii) Cost Auditor:
Pursuant to section 148 of the Companies Act 2013 the Board of Directors onrecommendation of the Audit Committee had appointed M/s Santiram Chattopadhyay &Associates Cost Accountant (Firm Registration No.101437) as the Cost Auditors of theCompany for the financial year 2020-21. The Company has received consent and con_rmationof eligibility for his appointment as the Cost Auditor of the Company for the financialyear 2020-21.
The remuneration payable to the Cost Auditor is required to be rati_ed by theshareholders in the ensuing Annual General Meeting (AGM) and is therefore accordinglyproposed in the Notice convening the AGM as annexed to this Report.
(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 read with The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) Regulations2015. The report of the SecretarialAuditor MR-3 for the financial year 2019-20 is enclosed as Annexure H - to this reportwhich is self-explanatory and hence do not call for any further explanation. The Board ofDirectors has re-appointed Mr. Tibrewalla (FCS 3811 CP 3892) as Secretarial Auditor forthe financial year 2020-21 to carry out secretarial audit of the Company and report thesame.
(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 2019-20. The Board ofDirectors has re-appointed M/s. Pawan Gupta & Co. Chartered Accountants (FirmRegistration No. 318115E) as Internal Auditor for the financial year 2020-21 to carry outinternal audit of the Company and report the same.
CORPORATE SOCIAL RESPONSIBILITY _CSR_
The Corporate Social Responsibility (CSR) is an integral part of our sustainabilitymodel. The CSR policy formulated by the Company is available on the website athttps://www.dollarglobal.in/assets/ upload/corporate-policy/6f6c01db2399524881d627669aa6d3b2.pdf The details of the Committee has been provided in the Corporate Governance Reportas annexed to this report and the CSR activities are mentioned in the Annual Returnon CSR Activities' enclosed as Annexure I to this report.
The details of remuneration of Directors Key Managerial Personnel and employees of theCompany as required under Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has beenset out as Annexure - J to this report attached hereto.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 2(f) of SEBI (LODR) Regulations 2015 as amended w.e.f. 26December 2019 the Company is required to furnish Business Responsibility Report (BRR)describing the initiatives taken by the company from an environmental social andgovernance perspective w.e.f. financial year 2019-20 .
In Compliance of the above the BRR of the Company for the financial year 2019-20 isannexed and marked as Annexure - K and forms part of this Annual Report.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION PROHIBITIONAND REDRESSAL ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has formulatedand adopted an Anti-Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules framed thereunder. The same is also placed on the website of the Company athttps://www.dollarglobal.in/assets/upload/corporate-policy/61dced454dd87d14d5f46cd38af8f211. pdf All employees(Permanent/Contractual/Temporary/Trainees) are covered under this policy. The policy isgender neutral. During the year under review no Complaints with allegations of SexualHarassment 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 the Company ShareholdingPattern Directors' & Corporate Pro_le details of Board Committees CorporatePolicies business activities and current a_airs of the Company. All the mandatoryinformation and disclosures as per the requirements of the Companies Act 2013 CompaniesRules 2014 and as per Regulation 46 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and also the non-mandatory information of Investors'interest / knowledge has been presented on the website of the Company.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 your Companyhas adopted the Code of Conduct to regulate monitor and report trading by designatedpersons towards prevention of Insider Trading. Further in accordance with the provisionsof Regulation 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.
The code is applicable to Directors Employees Designated Person and other connectedpersons of the Company the aforesaid code of conduct for prevention of Insider Trading isduly placed on the website of the Company at https://www.dollarglobal.in/assets/upload/corporate-policy/0dd03be062a2791adab540a133a008df. pdf.
DISCLOSURES AS PER APPLICABLE ACT LISTING AGREEMENT / SEBI _LODR REGULATIONS 2015
i) Related Party Transactions (RPT):
All transactions entered with related parties during the financial year 2019-20 were onan arm's length basis and were in the ordinary course of business. Necessary approvalsunder Section 188 (1)(f) for appointment of Mr. Ankit Gupta in the O_ce or place of Pro_t(as Chief Financial O_cer) of the Company being relative (son) of Mr. Vinod Kumar GuptaManaging Director of the Company were duly obtained by the Committees and Board. Exceptfor above there have been no materially signi_cant 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 con_ict of interest with the Company at large.
In compliance with the provisions of the Act and the SEBI (LODR) Regulation 2015 eachtransaction as entered by the Company with its related parties is placed before the AuditCommittee. A prior omnibus approval of the Audit Committee is obtained on a yearly basisfor the transactions which are foreseen and repetitive in nature. The transactionspursuant to the omnibus approval so granted is audited and a detailed quarterly statementof all RPTs 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 necessarydisclosures regarding the transactions are given in the notes to accounts. The Company hasalso formulated a policy on dealing with the Related Party Transactions and necessaryapproval of the Audit Committee and Board of Directors were taken wherever required inaccordance with the Policy.
In terms of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 disclosure of transactions of the Company withits promoter group Company holding more than ten percent of equity shares in the Companyare provided herein below:-
|Name of the Promoter Group ||Nature of Transaction ||Amount (H) in Lacs |
|Simplex Impex Pvt. Ltd. ||Rent Paid ||9.66 |
| ||Services Received ||1.23 |
| ||Loan Taken ||1025.00 |
| ||Repayment of Loan ||1033.00 |
| ||Interest Paid ||52.87 |
|V.K. Mercantile Pvt. Ltd. ||Rent Paid ||0.35 |
ii) Number of Board Meetings:
The Board of Directors met 4 (Four) times in the financial year 2019-20. The details ofthe Board Meeting and attendance of the Directors are provided in the Corporate GovernanceReport attached as Annexure to this report.
iii) Composition of Audit Committee:
The Board had constituted the Audit Committee under the applicable provisions of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Mr. Binay Kumar Agarwal Independent Director continues to be the Chairman of theCommittee.
The Composition of the Committee and other details for the same are given in theCorporate Governance Report attached as Annexure to this report.
iv) Extracts of Annual Return:
The extract of the Annual Return of the Company as per section 92(3) of the CompaniesAct 2013 in Form MGT-9 is attached to this report as Annexure- L . and is available atthe website of the Company- https://www.dollarglobal.in/assets/upload/news/b59f2a2ca3c6f06da4559bda985baf4b.pdf
v) Risk Analysis:
The Company has in place a mechanism comprising of regular audits and checks to informthe Board members about the Risk assessment and mitigation plans and periodical reviews toensure that the critical risks are controlled by the executive management.
vi) Internal Financial Control :
The Company has in place adequate internal financial control as required under section134(5)(e) of the Companies Act 2013.
During the year such controls were tested with reference to financial statements and noreportable material weakness in the formulation or operations were observed.
vii) Loans Guarantees and Investments:
During the year under review your Company has invested and deployed its surplus 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:
On occurrence of COVID -19 pandemic there was a complete nationwide lock down since 24March 2020 and the operation of the Company was fully jeopardized since then till 17 May2020. The revenue was marginally e_ected during 2019-20 but post balance sheet in thecurrent financial year 2020-21 there is tremendous e_ect on the operation of the Companyand seems to remain partially e_ected till the situation persist Your Company hasdynamically redesigned its brand identity towards improving its business reputation andimage in furtherance of above the Company organised a web launch of its revamped brandidentity on 28 May 2020 which marked the presence of its brand ambassador Mr. AkshayKumar and its Managing Director Mr. Vinod Kumar Gupta.
The aforesaid rebranding exercise is clear statement of intent to stakeholders that theCompany is a growing evolving ambitious Company and is responsive to changing marketdynamics and the same shall have a positive impact on its customers investors andshareholders at large and your Company is con_dent that its reinvigorated brand identitywill provide a new dynamism to its business pro_le internally and to its customers andstakeholders.
ix) Subsidiaries Associates or Joint Ventures:
The consolidated financial statements presented by the Company include financials ofits Joint Venture Company viz. M/s. Pepe Jeans Innerfashion Private Limited prepared incompliance 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
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 ||TARGET PERSON FOR |
|EVALUATION ||EVALUATION |
|Nomination and ||All Directors (Individually) |
|Remuneration Committee (NRC) ||Board and Committees |
|Independent Directors' ||a. Non Independent |
|Meeting (IDs) ||Directors (Non- IDs); |
| ||b. Board as a Whole ; |
|Board of Directors (BOD) ||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. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &Committees e_ectiveness of Board process information and functioning experience &competencies performance of speci_c duties & obligations governance issues etc. Aseparate exercise was carried out to evaluate the performance of individual Directors whowere evaluated on parameters such as their participation contribution at the meetings andotherwise independent judgements safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Non-Independent Directors were carried out by the Independent Directors intheir separate meeting held on 11 February 2020.
The Directors were satis_ed with the evaluation results which re_ected 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 Regulation 19 read withPart D of Schedule III of Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Listing Agreement entered with theStock Exchange(s) (as amended from time to time). This Policy is formulated to provide aframework and set standards in relation to the following and details on the same are givenin the Corporate Governance Report attached as Annexure to this Board's Report:
a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)and Senior Management Executives of the Company.
b. Remuneration payable to the Directors KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining quali_cations positive attributes and independence of aDirector.
xii) Vigil Mechanism (Whistle Blower Policy):
The Company strongly follows the conduct of its a_airs in a fair and transparent mannerby adoption of highest standards of professionalism honesty integrity and ethicalbehaviour and accordingly as per the requirement of the Companies Act 2013 and the SEBIListing Regulations your Company has framed its Whistle Blower Policy to enable all theemployees and the Directors to report any violation of the Code of Ethics as stipulated inthe said policy. By virtue of Whistle Blower Policy the Directors and employees of theCompany are encouraged to escalate to the level of the Audit Committee any issue orconcerns impacting and compromising with the interest of the Company and its stakeholdersin any way. The Company is committed to adhere to highest possible standards of ethicalmoral and legal business conduct and to open communication and to provide necessarysafeguards for protection of Directors or employees or any other person who avails themechanism from reprisals or victimization for whistle blowing in good faith. Details ofestablishment of the Vigil Mechanism has been uploaded on the Company's website and isavailable at https:// www.dollarglobal.in/assets/upload/corporate-policy/vigil.pdf andalso set out in the Corporate Governance Report attached as Annexure to this report.
xiii) Cost Records:
The Company has maintained cost records as speci_ed 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 2019-20 had been cordial. The Directors take onrecord the dedicated support received from its agents dealers suppliers and signi_cante_orts made by the O_cers Sta and Workers 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 signi_cant & 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 to all the employeesat its various division for their commitment to the overall performance of the Companyfor the assistance and co-operation received from the Financial Institutions BanksGovernment Authorities Shareholders and all other stakeholders during the year underreview. Your Directors wish to place on record their deep sense of appreciation to all theemployees for their commendable teamwork exemplary professionalism and enthusiasticcontribution during the year.