Dollar Industries Ltd Directors Report.

To

The Members,

Your Directors are pleased to present the 27th Annual Report of the Company together with the audited financial statements for the financial year ended 31 March, 2020.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars

Standalone

Consolidated
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

CURRENT OPERATIONS

During the financial year, your Company has reported a total revenue of H97,403.15 Lacs against 1,03,096.48 Lacs in the previous financial year. The pro_t (after tax) stood at H5,945.38 Lacs against 7,525.42 Lacs in the previous financial year. The exports made by the Company stood at H6,883.71 Lacs against H7,100.55 Lacs during the previous financial year.

During the year under review the Company has undergone its brand restructuring and classi_ed its existing brands into 5 (_ve) categories such as Dollar Man, Dollar Woman, Dollar Junior, Dollar Always and Dollar Thermals. The aforesaid rebranding exercise conveys a clear statement of intent to the stakeholders that your Company is a growing, evolving, ambitious Company and is responsive to changing market dynamics and the same will 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 new dynamism to its business pro_le internally and to its customers and stakeholders and would also ensure that we respond to the market need for youthfulness and vigor, thereby continuing to occupy a _rst mover mind space.

The Company has also developed its athleisure segment and now has a complete range of athleisure category as part of its Dollar Man, Dollar Woman and Force NXT brands which has also been accepted by the consumers at large.

The Company has an established model for sustainable growth towards continuous strengthening of its supply chain management and operations towards achieving higher turnover and profits in a progressive manner.

DIVIDEND

Your Board has recommended a dividend of H1.70 (previous year H1.70 on face value of H2/- fully paid-up) per equity share of H2/- fully paid-up (i.e. 85% on the paid-up value of equity shares). The proposal is subject to the approval of the Members at the 27th Annual 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 the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy. The Policy is annexed hereto and marked as Annexure – A forming part of the Directors Report and is also available on the Companys 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.

FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with INDAS issued by the Institute of Chartered Accountants of India and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations, 2015) for the financial year 2019-20 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to re_ect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of a_airs, profits and cash flows for the financial year ended 31 March, 2020.The Consolidated Financial Statements of the Company forms an integral part of this Report.

SHARE CAPITAL

There is no change in the Authorised, Issued, Subscribe and Paid-up Share Capital during the financial year. The Authorised Share Capital of your Company as on 31 March, 2020 remains at H11,50,00,000 (Rupees Eleven Crores Fifty Lacs) divided into 5,75,00,000 equity shares of F.V. H2/- each.

The issued, subscribed and paid-up share capital of your Company is H11,34,32,240 (Rupees Eleven Crores Thirty Four Lacs Thirty Two Thousand Two Hundred Forty) divided into 5,67,16,120 equity shares of F.V. H2/- each, fully paid up.

DEPOSITS

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

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 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 8(3) of Companies (Accounts) Rules, 2014 are at Annexure – B as attached hereto and forming part of this Report.

CORPORATE GOVERNANCE

Best Corporate Governance practice actually involves balancing the interest of the Companys various stakeholders such as investors, shareholders, senior management executives, customers, suppliers, _nanciers, the government and community as a whole. It also provides the framework from attaining the Companys objectives by implementing suitable action plans and internal control measures towards improvising performance measurement and corporate disclosure on a continual basis.

Your Company strives to ensure that best Corporate Governance practices are consistently identified adopted and followed towards ensuring sustainable growth of business thereby enhancing stakeholders value. Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance.

Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreement entered by the Company with the Stock Exchanges(s), was a matter of prudence and good governance. Pursuant to Regulation 34(3) read with Schedule V of The Securities

& Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable Regulations as issued by Securities and Exchange Board of India and as amended from time to time. A report on Corporate Governance along with a certi_cate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certi_cation by CEO & CFO are given in Annexure -C, D and E.

CODE OF CONDUCT

The Board of Directors has adopted the code of conduct and business principles for the Non-Executive Directors as also for the employees including executive Directors and senior management and the same has also been placed on the website of the Company at https://www.dollarglobal.in/assets/upload/corporate-policy/ companys-code-of-conduct.pdf The Board Members and Senior Management have a_rmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure 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 and Disclosure Requirement) Regulations, 2015,Management Discussion & Analysis Report is given 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 the Company resigned from the Board of the Company w.e.f. 10 April, 2019 due to proposed acquisition of some similar business in India which would may lead to con_ict of interest of his Independence. Further, the Company duly received a con_rmation from Mr. Biyani that there was no other reason except as stated above, for his resignation.

The Board accepted his resignation and put on record its appreciation towards valuable contribution made by Mr. Biyani during his tenure as an Independent Director of the Company. Mr. Din Dayal Gupta (DIN : 00885582), Chairman (Non-Executive Director) of the Company 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 the phenomenal growth in the business of the Company over the past four decades. The Company will always remain indebted to him. The Board did appreciated for his willingness for not being 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 his mission for the Company and placed on record its appreciation towards valuable mentorship, vision, ful_lment of the mission and all the e_orts made by him since inception of the Company 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 of the Company to hold o_ce of Directors for a term of 5 (_ve) consecutive years w.e.f. 10 November, 2018 pursuant to Section 149(10) read with Schedule IV of the Companies Act, 2013 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 an Non-Executive Independent Director of the Company would expire on 13 August, 2020 and the Board has re-appointed him as an Independent Director of the Company for a second term of 5 (_ve) consecutive years w.e.f. 14 August, 2020, subject to approval of the shareholders by passing Special Resolution at the ensuing Annual General Meeting of the Company as per Section 149(10) read with schedule IV of the Companies Act, 2013 and hence his appointment has been proposed in the ensuing Annual General Meeting of the Company, accordingly.

The existing terms of Mr. Gopalakrishnan Sarankapani (DIN: 07262351) as a Whole-Time Director of the Company would expire on 13 August, 2020 and the Board of Directors of the Company on recommendation of Nomination and Remuneration Committee in its meeting held on 28 June, 2020, has re-appointed him for a further period of 5 (_ve) years on the terms, conditions and remuneration as detailed in the Notice convening the ensuing Annual General Meeting, subject to the approval of shareholders in the AGM.

Necessary resolution for the above re-appointments, as recommended by the Board has been included in the Notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the Notice.

Declaration of Independence as per section 149(6) of the Companies Act, 2013 was duly received from all the Independent Directors as required under the provisions of the Companies 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 the Companies 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 General Meeting and is eligible for reappointment.

None of the Directors of the Company as mentioned in item no (ii) are disquali_ed as per section 164(2) of the Companies Act, 2013.

The Executive and Non-Executive Directors have also made necessary disclosures to the extent as required under the provisions of section 184(1) of the Companies Act, 2013, as applicable.

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 the Company 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 is related to the promoters of the Company and his appointment under the provisions of Section 203 and Section 188 (1)(f) of the Companies Act, 2013 were duly approved by the audit Committee, Nomination and Remuneration Committee and the Board.

Except for above, there was no change in the Whole-Time KMPs during the financial year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) & 134(5) of the Companies Act, 2013, 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 had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent, have been made so as to give a true and fair view of the state of a_airs of the Company as at 31 March, 2020 and of the Pro_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 accounting records in accordance with the provisions of this Act, for 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 e_ectively; 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 e_ectively.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company. The Board is of the opinion that the Companys internal financial controls were adequate and e_ective during the financial year 2019-20.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

M/s. Singhi & Co. (Firm Registration No. 302049E), Chartered Accountants, were appointed 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 hold the o_ce of Auditors till the conclusion of the 29th AGM of the Company to be held for the Financial Year 2021-22.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation.

The Report given by M/s. Singhi & Co., Chartered Accountants on the financial Statements 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 on recommendation of the Audit Committee had appointed M/s Santiram Chattopadhyay & Associates, Cost Accountant, (Firm Registration No.101437) as the Cost Auditors of the Company for the financial year 2020-21. The Company has received consent and con_rmation of eligibility for his appointment as the Cost Auditor of the Company for the financial year 2020-21.

The remuneration payable to the Cost Auditor is required to be rati_ed by the shareholders in the ensuing Annual General Meeting (AGM) and is therefore accordingly proposed in the Notice convening the AGM as annexed to this Report.

(iii) Secretarial Auditor:

Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, continued to be the Secretarial Auditor of the Company to carry out the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. The report of the Secretarial Auditor, MR-3 for the financial year 2019-20 is enclosed as Annexure H - to this report, which is self-explanatory and hence do not call for any further explanation. The Board of Directors has re-appointed Mr. Tibrewalla (FCS 3811, CP 3892) as Secretarial Auditor for the financial year 2020-21 to carry out secretarial audit of the Company and report the same.

(iv) Internal Auditors :

M/s. Pawan Gupta & Co., Chartered Accountants continued to be the Internal Auditors of the Company under the provisions of section 138 of the Companies Act, 2013 for conducting the internal audit of the Company for the financial year 2019-20. The Board of Directors has re-appointed M/s. Pawan Gupta & Co., Chartered Accountants (Firm Registration No. 318115E) as Internal Auditor for the financial year 2020-21 to carry out internal audit of the Company and report the same.

CORPORATE SOCIAL RESPONSIBILITY _CSR_

The Corporate Social Responsibility (CSR) is an integral part of our sustainability model. The CSR policy formulated by the Company is available on the website at https://www.dollarglobal.in/assets/ upload/corporate-policy/6f6c01db2399524881d627669aa6d 3b2.pdf The details of the Committee has been provided in the Corporate Governance Report as annexed to this report and the CSR activities are mentioned in the ‘Annual Return on CSR Activities enclosed as Annexure I to this report.

PERSONNEL

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company 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 - 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. 26 December, 2019, the Company is required to furnish Business Responsibility Report (BRR) describing the initiatives taken by the company from an environmental, social and governance perspective w.e.f. financial year 2019-20 .

In Compliance of the above the BRR of the Company for the financial year 2019-20 is annexed and marked as Annexure - K and forms part of this Annual Report.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated and adopted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. The same is also placed on the website of the Company at https://www.dollarglobal.in/assets/ upload/corporate-policy/61dced454dd87d14d5f46cd38af8f211. pdf All employees (Permanent/Contractual/Temporary/Trainees) are covered under this policy. The policy is gender neutral. During the year under review, no Complaints with allegations of Sexual Harassment were received by the Company.

COMPANYS WEBSITE

The website of your Company, www.dollarglobal.in has been designed to present the Companys businesses up-front on the home page. The site carries a comprehensive database of information of the Company including the Financial Results of the Company, Shareholding Pattern, Directors & Corporate Pro_le, details of Board Committees, Corporate Policies, business activities and current a_airs of the Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information 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 Company has adopted the Code of Conduct to regulate, monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company, the aforesaid code of conduct for prevention of Insider Trading is duly 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 on an arms length basis and were in the ordinary course of business. Necessary approvals under 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 Gupta, Managing Director of the Company were duly obtained by the Committees and Board. Except for above, there have been no materially signi_cant related party transactions with the Companys Promoters, Directors and others as Defined in section 2(76) of the Companies Act, 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, each transaction as entered by the Company with its related parties is placed before the Audit Committee. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. The transactions, pursuant to the omnibus approval so granted, is audited and a detailed quarterly statement of all RPTs is placed before the Audit Committee for its review. The policy on Related Party Transactions as approved by the Board is available on the Companys website at https://www.dollarglobal.in/assets/ upload/corporate-policy/sdefewwea.pdf 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 in accordance with the Policy.

In terms of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of the Company with its promoter group Company, holding more than ten percent of equity shares in the Company are 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 of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this report.

iii) Composition of Audit Committee:

The Board had constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Binay Kumar Agarwal, Independent Director continues to be the Chairman of the Committee.

The Composition of the Committee and other details for the same are given in the Corporate 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 Companies Act, 2013 in Form MGT-9 is attached to this report as Annexure- L . and is available at the 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 inform the Board members 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 the Companies Act, 2013.

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 were 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 entered in the 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 24 March, 2020 and the operation of the Company was fully jeopardized since then till 17 May, 2020. The revenue was marginally e_ected during 2019-20 but post balance sheet in the current financial year 2020-21, there is tremendous e_ect on the operation of the Company and seems to remain partially e_ected till the situation persist Your Company has dynamically redesigned its brand identity towards improving its business reputation and image, in furtherance of above the Company organised a web launch of its revamped brand identity on 28 May, 2020, which marked the presence of its brand ambassador, Mr. Akshay Kumar and its Managing Director, Mr. Vinod Kumar Gupta.

The aforesaid rebranding exercise is clear statement of intent to stakeholders that the Company is a growing, evolving, ambitious Company and is responsive to changing market dynamics and the same shall have a positive impact on its customers, investors and shareholders at large and your Company is con_dent that its reinvigorated brand identity will provide a new dynamism to its business pro_le internally and to its customers and stakeholders.

ix) Subsidiaries, Associates or Joint Ventures:

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

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

Annexure- M.

x) Evaluation of the Boards Performance:

The Nomination and Remuneration Committee of the Board of Directors had laid down the criteria for evaluation of its own performance, the Directors individually as well as the evaluation 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 and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors. The exercise was carried out through a structured evaluation process covering various 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. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgements, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 11 February, 2020.

The Directors were satis_ed with the evaluation results, which re_ected 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 read with the Rules made therein and Regulation 19 read with Part D of Schedule III of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchange(s) (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the following and details on the same are given in the Corporate Governance Report, attached as Annexure to this Boards 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 a Director.

xii) Vigil Mechanism (Whistle Blower Policy):

The Company strongly follows the conduct of its a_airs in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour and accordingly as per the requirement of the Companies Act, 2013 and the SEBI Listing Regulations, your Company has framed its Whistle Blower Policy to enable all the employees and the Directors to report any violation of the Code of Ethics as stipulated in the said policy. By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue or concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith. Details of establishment of the Vigil Mechanism has been uploaded on the Companys website and is available at https:// www.dollarglobal.in/assets/upload/corporate-policy/vigil.pdf and also 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 under section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.

xiv) Internal Complaint Committee:

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

Secretarial Standards

Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to ‘Meetings of the Board of Directors, ‘General Meetings and ‘Dividend respectively, to the extent as applicable have been duly followed by the Company.

Industrial Relations

The industrial relation during the year 2019-20 had been cordial. The Directors take on record the dedicated support received from its agents, dealers, suppliers and signi_cant e_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 Tribunals impacting the going concern status and

Companys Operations in future

There have been no signi_cant & material orders passed by Regulators / Courts / Tribunals impacting going concern status and Companys operations in future.

Acknowledgement

Your Directors would like to express their grateful appreciation to all the employees at its various division for their commitment to the overall performance of the Company, for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Shareholders and all other stakeholders 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.