DOLLAR INDUSTRIES Directors Report

To The Members


The Director hereby present the Annual- Report arid the Audited Accounts for the year ended 31st March, 2015.


(Rs. in lac)












































































FINANCIAL RESULTS;



2514-15



2013-14



Sales



72410.57



68892.61



Other Income



645.18



335.22



Profit before interest, depreciation & taxation



6007.51



4354.73



Less: Interest



1793.22



1410.73



Depreciation



1136.76



864-51



Profit Before Tax



3077.51



2059.44



Less: Provision tor Tax



1132.84



687.49



Profit After Tax



1944.68



1371.95



Add Balance brought forward from previous year



5670.96



4434.03



Less: Proposed Dividend (Including Dividend Distribution Tax)



NIL



135.02



Adjustment relating to fixed assets



1.53



NIL



Balance carried to Balance Sheet



7614.09



5670.96



=====



=====



CURRENT OPERATIONS


During the financial year, your Company has reported an increase of 5 90% in turnover and an increase of 41,74% in the net profit compared to the previous financial year despite tough economic condition s. The Company designs (he products keeping in view (he needs and preferences of its customers write regard to design, Quality and comfort and the results of the same is visible in increased sales and profits of the Company. Accordingly, the management of the Company expects to continue with good volume of growth in coming years.


DIVIDEND


Keeping in view the additional requirements of funds for working capital requirements dottier business operations the Board did not recommend any Dividend for the year 2014-15,


ISSUE OF SHARES


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


EXPANSION OF ACTIVITIES


The processing unit in Tamilnadu is commissioned successfully and commercial production has started during August, 2014. For this year total 154326 kg of fabric has been processed


The Company’s plan to increase in the capacity of its existing spinning mill by adding 6000 spindles to increase its yarn production from 9.23 ton to 11.73 ton per day has been implemented successfully and commercial production has already been started.


The Company is planning to establish stitching unit for manufacture of high quality garments in Kolkata is in advance stage.


CORPORATE COVERNANCE


Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders1 expectations while continuing to comply with 1he mandatory provisions of Corporate Governance. Your Company has complied with the requirements or revised Clause 49 of the Listing Agreement as issued by Securities and Exchange Board of India and a s amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of1Companies Ad, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.


A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance Of conditions of Corporate Governance and certification by CEO&CFO are given in Annexure-B,C, F.


MAKAGEMENT DISCUSSIONS- ANALYSIS REPORT


A report on Management Discussion ^Analysis is given as annexure C to this report.


DEPOSITS


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


DIRECTORS 4 KEY MANAGERIAL PERSONNEL


i) Appointments:


A. Mr. Vinay Kumar Agarwal (DIN 00149999} has been appointed as an Additional Director (Non Executive-Independent Director) of the Company with effect from 31st March. 2015 pursuant to Section 161 of the Companies Act, 2(l 13 and other applicable provisions of the said Act and as per the requirements of clause 49 of the Listing agreement. He has provided declaration of his independence as per Section 149(6) of the Companies Ad, 2013.


Pursuant la the provisions of Section 1G1 of the Companies Act, 2013 and rules made there under, the aforesaid Director would hold the office or Directors up to the date of ensuing Annual General Meeting of the Company unless appointed as a Director of the Company by the Shareholders. Amongst other terms, Mr. Vinay Kumar Agarwal, when confirmed by the Shareholders would no longer be required to retire by rotation in view of Section 149( 13) of the Companies Act. 2013 and can hold the office for a consecutive period of five years as per Section 149(10} of the said Act and hence his appointment has been proposed accordingly.


B. Mrs. Deepshikha Rakesh Agarwal (DIM 071432S2) has been appointed as an Additional Director (Non Executive-Independent Director) of the Company with effect from 31" March, 2015 pursuant Jo Section 161 of the Companies Act, 2013 and other applicable provisions of the said Act and as per the requirements of clause 49 of the Listing agreement. She has provided declaration of tier independence as per Section 14&(6) of the Companies Act. 2013.


Pursuant to (he provisions of Section 161 of the Companies Act, 2013 and rules made there under, the aforesaid Director would hold the office of Directors up to the date of ensuing Annual General Meeting of the Company unless appointed as a Director of the Company by the Shareholders. Amongst other terms, Mrs. Deepshikha Rakesh Agarwal, when confirmed by the Shareholders would no longer be required to retire by rotation in vie w of Section 149(13) of the Companies Act, 2013 and can hold the office for a consecutive period of five years as per Section 145(10) of the said Act and hence her appointment has been proposed accordingly.


C. Mr. Rajesh Kumar Bubna (DIN 00463033) has been appointed as an Additional Director (Non-Executive Independent Director) of the Company with effect from 14- August, 2015 pursuant to Section 161 of the Companies Act, 2013 and other applicable provisions of the said Act and as per the requirements of clause 49 of the Listing agreement. He has provided declaration of his independence as per Section 149(6) of the Companies Ad, 2013. -


Pursuant to the provisions of Section 101 of the Companies Act. 2013 and rules made there under, the aforesaid Director would hold the office of Directors up to the date of ensuing Annual General Meeting of the Company unless appointed as a Director of the Company by the Shareholders. Amongst other terms. Mr. Rajesh Kumar Bubna, when confirmed by the Shareholders would no longer be required to retire by relation in view of Section 149(13) of the Companies Act, 2013 and can hold the office for a consecutive period of five years as per Section 1A 9(10) of the said Act and hence his appointment has been proposed accordingly.


D. Mr. Gopalakrishnan Sarankapani has been appointed as a Director- Administrative of the Company for a period of 5 years with effect from 14th August, 2015 pursuant to Section 161 196,197,198 and Schedule V of the Companies Act, 2013 and other applicable provision s of the said Act.


Pursuant to the provisions- of Section 161 of the Companies Act, 2013 and rules made there under, the aforesaid Director would hold the office of Directors up to the 4ste of ensuing Annual General Meeting of the Company unless appointed as a Director of the Company by the Shareholder. Hence his appointment has been proposed accordingly.


ii) Retirement by Rotation:


Pursuant to the provisions of Section 152(6) and other applicable provisions, or the Companies Act, 2013 Mr. Bajrang Lai Gupta (DIN 0178 BOG), Director of the Company, retires by rotation at (he ensuing Annual Genera I Meeting and being eligible offered himself for re-appointment.


iii) Appointment of whole time Key Managerial Personnel (KM P):


Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013,lhe Companies {Appointment and Remuneration of Managerial Personnel) Rule, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules. 2014 the Board has appointed the following personnel as the designated Whole time Key Managerial Personnel of the Company within the meaning of the said section:


a) Mr. Vinod Kumar Gupta - Managing Director.


b) Mr. R.N Purohit-Chief Financial Officer.


c) Ms. Shikha Agarwal - Company Secretary £ Compliance Officer.


No KM P has resigned during the year. However, Mr. Adinath Banerjee, Company Secretary and KMP by virtue of Section 204 of the Companies Act 2013 had expired on 1 “August, 2014 and accordingly ceased to be KM P.


None of file Directors of the Company as mentioned in item no’s (I). (ii)&(iii) are disqualified as per section 164(2) of the Companies Act, 2013. The Director have also made necessary disclosers to The extent a s required under provisions of section 134(1) & 149(6) of the Companies Act, 2013, as applicable.


DIR ECTORS" RESPONSIBILITY STATEME NT


Pursuant to the provisions of section 134(3}(c) & 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:


1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related lo material departures;


2. Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fail view of the slate of affairs of the Company as at 31" March, 2015 and of the Profit of the Company tor the year ended on 31st March, 2015;


3. Proper and sufficient care has been taken, to the best of the knowledge and ability, for the maintenance of adequate accounting records In accordance with the provisions of this Act, tor safeguarding the assets of the Company 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 the Company and that such internal financial controls are adequate and are operating effectively; and


6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating affectively,


CORPORATE SOCIAL RESPONSIBILITY (CSR)


Pursuant to section 135 of the Companies Act, 2013 and the relevant! Rules, the Board has constituted (he CSR Committee under the Chairmanship of Shri Din Dayal Gupta. The other members of the CSR Committee are Mr. Vi nod Kumar Gupta 1 Mr. Binay Kumar Agarwal. Other details of the Committee is mentioned in the Corporate Governance Report attached as Annexure to this Board''''s Report and the CSR activities are mentioned in the Annual Report on CSR Activities" enclosed as Annexure to this Report.


Auditors AND THEIR REPORTS


(i) Statutory Auditor:


The Statutory Auditor M/''''s. Amit Ved Garg & Co„ Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (ACM) to be held for (he financial year 2016-17, subject to ratification by the shareholders in every AGM, Accordingly, (he Board on recommendation of Audit committee has proposed for ratification of Chief appointment in the Office Of Statutory Auditors of the Company for the financial year 2015 -16.


The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation


(ii) Coat Auditor:


Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re appointed M/s. Debobrota Banerjee & Associates (Registration No. 102336), Cost Accountants, as the Cost Auditors of the Company for the financial year 2015-16. The Company has received consent and confirmation Of eligibility for their re appointment as the Cost Auditors of the Company for the year 2015-16.


(iii) Secretarial Auditor:


The Boa rd has appointed Mr. Santosh Kumar Tibrewalia. Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2014-15 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as Annexure H – MR-3 to this Board''''s Report, which is self-explanatory and hence do not call for any further explanation.


PERSONNEL


The particulars and information of the employees as required under Section 197(12} of the Companies Act, 2013 read with Rule; 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been set out as Annexure -1 to this Report, attached hereto.


LISTJNG OF SECURIT1ESIN STOCK EXCHANGES


The shares of the Company arc listed a! The Calcutta Stock Exchange Ltd. and Jaipur Stock Exchange Ltd, The Company is registered with both NSDL 4 CDSL for holding the shares in denationalized form and open tor trading, The Company has paid Listing Fees to bolh 1he Stock Exchanges and the depositories Jaipur Stock Exchange has since been de-recognized by SEBI vide its order passed on 24'''' March, 2015, Accordingly, it is deemed that (he shares of 1he Company is listed only on Calcutta Stock Exchange Limited.


CODE OF CONDUCT


The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in farce and the same has been placed on the Company''''s website: ww.doliarintefnalional.com


CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING


In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading and the same is also placed on the Company''''s website: Ltwiv.tlQllannternaiKNial.com. Further, in accordance with the provisions of Regulation & of SEBI (Prohibition to Insider Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on 3(1" May, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company,


DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT:


I) Related Party Transactions:


All transaction entered with related parties during the year: 2014-15 were on arm''''s length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Company''''s Promoters, Directs and others as defined in section 2(76) of the Companies Act, 2013 and (he listing agreement which may have potential convict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is not required.


The necessary disclosures regarding the transactions are given in the notes to accounts. The Company has also formulated a policy On dealing with the Related Party Transactions and necessary approval of the audit committee and Board Of Directors were taken wherever required m accordance with the Policy,


ii) Number of Board Meetings:


The Board of Directors met 17 (Seventeen) times in the year 2014-15. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Repent, attached as Annexure lo this Board''''s. Report.


iii) Compassion of Audit Committee;


The Board has constituted the Audit Committee under the Chairmanship of Mr. Pawan Kumar Agarval, Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''''s Report.


iv) Extracts of Annual Return.


The details forming part of the extract of the Annual Return as provided under section 92(3) of the Companies Act. 2013 is enclosed as Annexure J-MGT-9


v) Risk Analysis:


l he Company has in place a mechanism to inform the Board numbers about the Risk assessment and mitigation plans and periodical reviews to ensure 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 section 134(5)(e) of (he Act. During the year such controls were tested with reference to financial statements and no reportable 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 funds in Securities which is within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of section 179 and 186 of the Companies Act 2013, The particulars of all such loans. guarantees and investments are en tired in the register maintained by the Company for the purpose.


viii) Post Balance Sheet events:


There is no material changes in commitments affecting the financial position of the Company occurred since the end of the financial year 2014-15.


ix) Subsidiaries, Associates or Joint Ventures;


Your Company does not have any subsidiaries, associates or joint ventures, during the year under review


x) Evaluation of the Board''''s Performance:


During the year tinder review the Board. -n compliance with the Companies Act, 2013 and Clause49 of the Listing Agreement, has adopted a formal mechanism for evaluating its performance and as well as that of its Committee and individual Directors, including the Chairman of 1he Board. The exercise was carried out through a structured evaluation process covering various aspects or the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of special; duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their partita potion, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest etc.


The evaluation of the Independent Directors was carried Out by the entire Board and that of the Chairman and the Non-independent Directors were carried out by the Independent Directors in their senate meeting.


The Directors were satisfied with the equation results, which reflected the overall engagement 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 laid down a Nomination, Remuneration and Evaluation Policy- in compliance with the provisions of the Companies Act, 2013 rear) with 1he Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formula ted to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board''''s Report:


a. Criteria tor appointment and removal of Directors, Key Manage n al Personnel (KM P) and Senior Management Executives of the Company. -


b. Remuneration payable to the Director, KMP & and Senior Management Executives. g . Evaluation of the performance of the Directors.


d. Criteria for determining qualifications, positive attributes and independence of a Director.


xii)Vigil Mechanism (Whistle Blower Polity):


Your Company has formulated a Whistle Blower Policy and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting 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, moral and legal business conduct and to open communication to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith,


Details of establishment of the Vigil Mechanism have been uploaded on the Company''''s website: www.dollarinterna1fonal.coni and also Set out in the Corporate Governance Report attached as Annexure to this Board''''s Report.


INDUSTRIAL RELATIONS


The industrial relation during the year 2014-15 had teen cordial. The Directors take on record the dedicated services and significant efforts made by the Officer, Staff and Workers towards the progress of the Company.


CONSERVATION OF ENERGY. RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARN (KGS AND OUTGO


Information related to Conservation of energy. Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 3(3) of Companies (Accounts) Rules, 3014 are given in the Annexure -A as attached hereto and forming part of this Report.


SIGNIFICANT & MATER IAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATU3 AND COMPANIES OPERATIONS IN FUTURE


There have been no significant & material orders passed by regulator /courts /tribunals Impacting going concern status and Companies operations in Future,


ACKNOWLEDGEMENT


Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep Sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.


Registered Office: By Order of the Board of Directors


32, J. L Nehru Road For Dollar industry Limited


Kolkata-700071 sd/-


Din Dayal Gupta


Date; 14.06-2015 Chairman


(DIN: 00835502)

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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