Dollar Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 32^nd Annual Report of the Company along with the audited financial statements for the
financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights of our Company is outlined below

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,68,218.59	1,54,912.90	1,71,045.97	1,57,227.45
Other Income	540.05	446.81	534.84	449.90
Total Revenue	1,68,758.64	1,55,359.71	1,71,580.81	1,57,677.35
Profit before Interest, Depreciation and Taxation	18,092.16	15,774.16	18,801.54	16,313.60
Less: Interest	2,585.87	1,784.85	2,815.20	1,849.05
: Depreciation	3,751.46	2,122.32	3,755.58	2,127.38
Add : Share of Profit/(Loss) of Joint Venture	-	-	152.37	(164.66)
Profit From Operations before Exceptional Items and Tax	11,754.83	11,866.99	12,383.13	12,172.51
Add: Exceptional Items	318.86	-	-	-
Profit Before Tax	12,073.69	11,866.99	12,383.13	12,172.51
Less: Tax Expense	3,040.54	2,927.95	3,161.10	3,035.50
Profit After Tax	9,033.15	8,939.04	9,222.03	9,137.01
Attributable to
a) Owners of the Company	9,033.15	8,939.04	9,103.55	9,019.73
b) Non-Controlling Interest	-	-	118.48	117.28
Other Comprehensive Income (net of tax)	80.42	64.92	81.68	69.95
Attributable to
a) Owners of the Company	80.42	64.92	81.68	69.95
b) Non-Controlling Interest	-	-	-	-
Total Comprehensive Income	9,113.57	9,003.96	9,303.71	9,206.96
Attributable to
a) Owners of the Company	9,113.57	9,003.96	9,185.23	9,089.68
b) Non-Controlling Interest	-	-	118.48	117.28
Opening Balance in Retained Earnings	63,889.31	56,586.83	62,927.05	55,538.85
Add: Profit for the year	9,033.15	8,939.04	9,103.55	9,019.73
Add: Re-measurement gain/(Losses) on defined benefit obligation	107.47	69.70	107.47	69.70
Add: Income Tax on above	(27.05)	(4.78)	(27.05)	(4.78)
Add: Share of OCI in Joint Venture	-	-	1.26	5.03
Total Comprehensive Income	9,113.57	9,003.96	9,185.23	9,089.68
Less: Dividend Paid	1,701.48	1,701.48	1,701.48	1,701.48
Closing balance in Retained Earnings	71,301.40	63,889.31	70,410.80	62,927.05

PERFORMANCE REVIEW

During the financial year, on a standalone basis, the total revenue
from operations stood at H1,68,218.59 Lakhs as compared to
H1,54,912.90 Lakhs in the previous financial year. The profit
(after tax) stood at H 9,033.15 Lakhs as compared to H 8,939.04
Lakhs in the previous financial year. The exports made by
the Company stood at H 6,577.35 Lakhs as compared to
H 7,104.75 Lakhs in the previous financial year.

During the financial year, on a consolidated basis, the total
revenue from operations stood at H1,71,045.97 Lakhs as
compared to H1,57,227.45 Lakhs in the previous financial year.
The profit (after tax) stood at H 9,222.03 Lakhs as compared to
H 9,137.01 Lakhs in the previous financial year.

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

Your Company stands as a leading force in the branded outerwear
and innerwear segment, having established a strong presence
and reputation in the Indian hosiery market. Over the years,
we have evolved into a noteworthy player through continuous
innovation, product diversification, and a sharp focus on quality
and customer satisfaction. We have strategically introduced
a wide range of categories under the Dollar brand portfolio,
including Dollar Man, Dollar Woman, Dollar Junior, Dollar Always
Thermal, and Dollar Protect. These categories are thoughtfully
designed to meet the diverse needs of our consumers across all
age groups and lifestyle preferences.

With a keen understanding of modern trends and consumer
behaviour, especially among millennials, our branding initiatives
have significantly enhanced brand recall. Through compelling
campaigns and targeted outreach, we have successfully created
a strong emotional connection with our audience, positioning
Dollar as a trusted and contemporary choice in the Indian
apparel space.

Over the years, your Company has built a well-integrated and
diversified design-to-production ecosystem, driven by innovation,
efficiency, and scale. Our team comprises a large pool of in¬
house designers, supported by a strong network of pan-India
suppliers and an unmatched distribution infrastructure, ensuring
seamless product availability across the country.

Your Company''s operations are strengthened by digital
transformation initiatives and an automated inventory
management system, designed to handle peak-season demand
with agility and precision. These systems allow us to respond
quickly to market trends while maintaining operational excellence.

We invest heavily in consumer research, gaining deep insights
into customer demographics, preferences, and lifestyle patterns.
This enables us to continuously deliver products that blend
fashion with comfort, ensuring we stay ahead of the fashion
curve. As a market leader, we remain committed to innovation,
trend-setting designs, and delivering consistent value to our
customers across all touchpoints.

As part of the ongoing evolution of our premium innerwear line,
your Company has revamped the look, product design, and quality
standards of Force NXT. In an initiative to amplify a 360 degree
marketing initiative and to further strengthen brand visibility and
consumer engagement, we launched a new brand film across
television and digital platforms, capturing the essence of our
product philosophy and modern appeal. Complementing this,
we executed an extensive outdoor advertising campaign across
key distribution centers nationwide. This integrated marketing
approach significantly contributed to a noticeable surge in
consumer demand, reinforcing our brand''s presence across both
urban and regional markets. This strategic refresh reflects our

commitment to delivering a more sophisticated, performance-
driven, and fashion-forward experience to our discerning
customers. The updated identity and enhanced product features
mark a bold step in reinforcing Force NXT as a leading name in
the premium innerwear segment.

The successful introduction of Rainguard (raincoats) and
Windguard (windcheaters) has given us a competitive edge
in the seasonal wear segment. These offerings have not only
strengthened our product portfolio but have also enabled
us to connect more deeply with the Dollar consumer base,
aligning with their daily needs and lifestyles through consistent
brand presence.

Seasonal products have proven to be an effective tool for
sustaining brand recall, positioning Dollar as the go-to brand
for every Indian household. Strategic brand campaigns across
television, digital platforms, and below-the-line (BTL) activations
have ensured wide product visibility—especially in regions
experiencing heavy monsoon—and created strong traction
among youth, bikers, and adventure enthusiasts during the
winter season.

Our robust pan-India distributor network continues to be a key
strength, enabling deep market penetration down to the retail
level. With strong consumer acceptance of these new offerings,
we anticipate an even greater response this year, further
reinforcing Dollar''s leadership in functional, fashionable, and
reliable everyday wear.

The response to our new product lines has been overwhelmingly
positive, with widespread appreciation across consumer
segments. Each vertical of our business is experiencing robust
growth year after year, reflecting the strength of our strategy
and execution.

In our continued pursuit of excellence across product
categories, we have strategically aligned with renowned brand
ambassadors who embody the spirit and values of Dollar. These
partnerships have significantly enhanced brand recognition and
consumer trust:

• Akshay Kumar for Dollar Bigboss

• Saif Ali Khan for Dollar Lehar

• Yami Gautam for Dollar Missy

• Mahesh Babu for Dollar Bigboss (South India)

Each ambassador brings a unique influence, helping us connect
with diverse audiences across geographies. These associations,
combined with constant product innovation and targeted
media strategies, will continue to be key growth drivers for their
respective categories, enabling us to expand our reach and
reinforce Dollar as a trusted name across India.

Our unique value proposition-blending apparel-like aesthetics
with uncompromising comfort and innovative design—has deeply
resonated with today''s discerning consumers. With a focused
approach, we have introduced fresh concepts and contemporary
designs, now entering full-scale rollouts across markets.

At the core of our sustained success lies a foundation built on
strong, collaborative relationships with our suppliers, customers,
and employees. These partnerships form the pillars of Dollar''s
growth journey, ensuring not only operational excellence but also
a work culture that is inclusive, forward-thinking, and aligned
with our long-term vision.

CHANGE IN NATURE OF BUSINESS

During the year, there were no changes to the Company''s
business activities, and it remained focused on enhancing its
operational efficiencies.

DIVIDEND

Based on the Company''s performance, your Board of Directors
have recommended a dividend of H 3/- (previous year H 3/- on
face value of H2/- fully paid-up) per equity share of H 2/- fully
paid-up (i.e. 150 % on the paid-up value of Equity Shares). The
proposal is subject to the approval of the Members at the 32^nd
Annual General Meeting (AGM) of the Company scheduled to be
held on 25^th July, 2025. The dividend payout is in the line with the
dividend distribution policy as adopted by the Company.

The dividend, if approved by the members would involve total
outflow of H 1,701.48 Lakhs (subject to deduction of TDS as per
Section 194 of the Income Tax Act, 1961)

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 as amended,
the Company has in place a Dividend Distribution Policy and
the same is also available on the Company''s website URL
https://www.dollarglobal.in/wp-content/uploads/DIVIDEND-
DISTRIBUTION-POLICY.pdf

AMOUNT TRANSFERRED TO RESERVES

The Company''s Board of Directors has resolved not to transfer
any amount to the General Reserves for the financial year ending
31^st March, 2025.

FINANCIAL STATEMENTS

The financial statements have been prepared in accordance
with the Indian Accounting Standards (INDAS) as notified
under Section 133 of the Companies Act, 2013 read with
the Companies Accounts Rules, 2014 and Regulation 48 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the financial year 2024-25 as applicable
to the Company.

The estimates and judgments applied in the financial statements
are made conservatively to accurately reflect the true and fair
nature of transactions, and to reasonably present the Company''s
financial position, profits, and cash flows for the financial year
ended 31^st March, 2025.

The financial statements of the Company''s subsidiary, Dollar
Garments Private Limited, and its joint venture, Pepe Jeans
Innerfashion Private Limited, have been prepared and consolidated
with the Company''s financials, and are an integral part of this report.

The financial statements of the Company''s Subsidiary and Joint
Venture are not included in this report. In accordance with Section
136 of the Companies Act 2013, the copies of the documents
are made available for inspection at its registered office during
working hours for a period of twenty-one days before the date
of the meeting and these statements will also be available
for inspection by members physically or through electronic
means. The Company will provide the financial statements of
its Subsidiary and Joint Venture upon request from any member
in writing to the Company at its registered office or at investors@
dollarglobal.in. Further the Audited Financial Statements and
related information of the Company and audited accounts of its
subsidiary are available on the website of the Company at www.
dollarglobal.in.

However, pursuant to Section 129(3) of the Companies Act,
2013, a statement containing the salient features of the financial
statements of the Subsidiary and Joint Venture Company are
attached to the financial statements in Form AOC-1 is annexed
herewith as Annexure - ‘K’ and forms a part of this Report.

SHARE CAPITAL

There was no change in the authorized, issued, subscribed, or
paid-up share capital of the Company during the financial year
under review.

The authorised share capital of the Company as on 31^st March,
2025 stood at H 11,50,00,000 (Rupees Eleven Crores Fifty
Lakhs) divided into 5,75,00,000 (Five Crore Seventy Five Lakhs)
Equity Shares of face value of H 2/- each.

The issued, subscribed and paid-up share capital of the
Company stood at H 11,34,32,240 (Rupees Eleven Crores Thirty
Four Lakhs Thirty Two Thousand Two Hundred Forty) divided into
5,67,16,120(Five Crores Sixty Seven Lakhs Sixteen Thousand
One Hundred Twenty) Equity Shares of face value of H 2/- each,
fully paid up.

The Company has not issued any Equity Shares, Equity Shares
with differential rights, Sweat Equity Shares, or Employees''
Stock Options, nor has it repurchased any of its own shares.
Therefore, there is no information to be provided as per Rule
4(4), Rule 8(13), Rule 12(9), and Rule 16(4) of the Companies

(Share Capital and Debentures) Rules, 2014, or Section 42 and
Section 62 of the Companies Act, 2013.

Dollar Employee Stock Option Plan (2022)

The Company has initiated ‘Dollar Employee Stock Option Plan
(ESOP)'' aims to provide employees with the opportunity to purchase
Company''s stock at a future date, typically at a discounted price
or at a fixed price (which may be lower than the market value) with
the aim to give employees a sense of ownership in the Company,
motivating them to work toward its success, as the value of the
stock options may increase in line with growth of the Company.

However, the Company is yet to issue stock options to its
employees under the terms of the ESOP.

DEPOSITS

During the year under review, your Company has neither
accepted nor renewed any deposits as defined under Section
73 of the Act, in accordance with the Companies (Acceptance
of Deposits) Rules, 2014.

CONSERVATION OF ENERGY, RESEARCH AND
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information pertaining to the conservation of energy,
research and development, technology absorption, foreign
exchange earnings, and outgo, as mandated under Section
134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the
Companies (Accounts) Rules, 2014, is provided in Annexure ‘A’
and is an integral part of this Report.

CORPORATE GOVERNANCE

The Company''s approach to Corporate Governance is centered
on achieving the highest standards of transparency and
accountability, with a steadfast commitment to protecting and
enhancing the interests of all stakeholders.

The Company remains committed in upholding the strongest

standards of ethics and governance, fostering increased transparency
that drives value and benefits for all stakeholders involved.

The Company has fully complied with all the provisions outlined
in the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as well as the directives issued by SEBI from
time to time.

The Company aims to exceed stakeholders expectations while
ensuring full compliance with the mandatory provisions set forth
by the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company has carefully considered and ensured that all
necessary information is included in the Directors'' Report
and the Corporate Governance Report, in full compliance with
the provisions of the Companies Act, 2013, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as
well as the Listing Agreement with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the applicable Regulations as issued by SEBI and as
amended from time to time a report on Corporate Governance
along with a Certificate from Mr. Santosh Kumar Tibrewalla,
Practicing Company Secretary ( Peer reviewed) (Membership
No.:3811 ; CP No.: 3982), regarding compliance of conditions of
Corporate Governance are provided in Annexure ‘B’ & ‘C’ and
are an integral part of this Report

The certification by CEO & CFO as per Regulation 17(8) of SEBI
(Listing Obligation and Disclosure Requirements) Regulations,
2015 is provided in Annexure - ‘D’ and is integral part of
this Report.

CODE OF CONDUCT

The Board of Directors has established a comprehensive Code of
Conduct and set of business principles, which apply to all Board
members—both Executive and Non-Executive Directors—along
with senior management and all employees of the Company.
These guidelines are designed to ensure that the business is
conducted with the highest standards of ethics, efficiency, and
transparency, enabling the Company to meet its obligations and
deliver value to its shareholders and all other stakeholders and
the same has also been placed on the Company''s website URL
https://www.dollarglobal.in/wp-content/uploads/CODE-OF-
CONDUCT.pdf

The Board Members and Senior Management have affirmed
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 affect is provided in Annexure
- ‘E’ and is integral part of this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with Regulation 34(2)(e) read with Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis
Report provides a comprehensive review of the Company''s
operations, state of affairs, performance, and future outlook
for the reporting year is provided in Annexure - ‘F’ and is integral
part of this Report.

BOARD OF DIRECTORS

Resignation / Cessation

During the year under review Mr, Binay Kumar Agarwal
(DIN:01342065) Non- Executive Independent Director of the
Company completed his tenure of 2^nd term of 5 consecutive
years on 31^st March, 2024 and accordingly he ceased to be
an Independent Director of the company w.e.f. 1^st April, 2024.

Appointment / Re-appointment

During the year under review on recommendation of the Nomination
and Remuneration Committee, Mrs. Vibha Agarwal (DIN:00060102)
was appointed as a Non-Executive Independent Director on the
Board of the Company w.e.f 1^st April, 2024, for a period of 5(five)
consecutive years, not liable to retire by rotation, as specified
under the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Pursuant to
Regulation 17(1)(C) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, approval of shareholders for the
aforesaid appointment was duly obtained from the Shareholders by
means of Postal Ballot within the prescribed time.

Further, pursuant to the provisions of Section 161(1) of the
Companies Act, 2013, the appointment of Mrs. Vibha Agarwal
as Non-Executive Independent Director was duly approved by
the Shareholders in the 31^st Annual General Meeting of the
Company held on 2^nd August, 2024.

In terms of Section 149 of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015, and as on the date of this report, the Independent
Directors of the Company comprises of Mr. Rajesh Kumar
Bubna, Mrs.Vibha Agarwal, Mrs. Divyaa Newatia, Mr. Srikumar
Bandyopadhyay and Mr. Sandip Kumar Kejriwal.

Declaration by Independent Directors

The Company has received requisite declarations from all its
Independent Directors as follows:

a. Under Section 149(7) of the Companies Act, 2013 that
they meet the criteria of independence as prescribed under
Section 149 (6) of the Companies Act, 2013 along with
the Rules framed thereunder and Regulation 16 (1) (b) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015

b. That they have complied with the Code of Conduct of
Independent Directors prescribed under Schedule IV of
the Companies Act, 2013; and

c. That they have duly registered their names in the
Independent Directors'' Databank maintained by the Indian
Institute of Corporate Affairs, in terms of Section 150 of the
Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014
including any amendments thereto.

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. Krishan Kumar Gupta (DIN:
01982914) , Whole Time Director of the Company, retires by
rotation at the ensuing 32^nd Annual General Meeting and being
eligible has offered for his re-appointment.

Appointment / resignation of Key Managerial
Personnel (KMP)

During the year under review, Mr. Lalit Lohia resigned from the office
of Company Secretary and Compliance Officer of the Company w.e.f.
1^st August, 2024 due to his personnel reasons. Mr. Abhishek Mishra
was appointed as Compliance Officer of the Company w.e.f. 1^st
August, 2024 and subsequently Mr. Abhishek Mishra was appointed
as the Company Secretary of the Company w.e.f. 12^th August, 2024.

In terms of Section 203 of the Companies Act 2013 read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 30 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Key Managerial Personnel (KMP) of the Company as on
31^st March, 2025 comprises of following:

1. Mr. Vinod Kumar Gupta - Managing Director & CEO

2. Mr. Ajay Kumar Patodia - Chief Financial Officer

3. Mr Abhishek Mishra- Company Secretary and Compliance
Officer (w.e.f 12^th August, 2024)

None of the Directors of the Company are disqualified under
Section 164(2) of the Companies Act, 2013 and Rules made
thereunder. The Directors have also made necessary disclosures
to as required under provisions of Section 184(1) of the
Companies Act, 2013.

All members of the Board of Directors and senior management
personnel affirmed compliance with the Company''s code of
conduct policy for the f.y. 2024-25.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of
the Companies Act, 2013, your Directors to the best of their
knowledge and ability, hereby confirm 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 affairs of the Company
as at 31^st March, 2025 and of the profit of the Company for
the year ended on 31^st March, 2025

3. Proper and sufficient 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 Control to be
followed by the Company and that such Internal Financial
Control 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 effectively.

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 Company''s Internal Financial Controls were adequate and
effective during the f.y. 2024-25.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors

M/s Singhi & Co., Chartered Accountants, (Firm Reg No.:
302049E), were appointed as Statutory Auditors of the
Company at 29^th Annual General Meeting (AGM) of the
Company held on 28^th July, 2022 for the period of 5 (Five)
Years and would continue to hold the office of Statutory
Auditors till the conclusion of the 34^th AGM of the Company
to be held for the f.y. 2026-27.

The observations, if any, raised by the Statutory Auditor,
M/s Singhi & Co., Chartered Accountants (Firm Reg. No.
302049E), in their Auditors'' Report (both Standalone
and Consolidated), along with the accompanying notes to
accounts, are clear and self-explanatory, and therefore,
no further elaboration is required. The Auditors'' Report
does not include any qualifications, reservations, adverse
remarks, or disclaimers.

(ii) Cost Auditors

Based on the recommendation of the Audit Committee and
pursuant to the provisions of Section 148 of the Companies
Act, 2013, the Board of Directors re-appointed M/s. Pranab
Chakrabarty & Associates, Cost Accountants (Firm Reg No.:
000803) as the Cost Auditors to conduct the audit of the
cost records of the Company for the f.y. 2025-26.

The remuneration payable to the Cost Auditors is required
to be ratified by the shareholders in the ensuing Annual
General Meeting and is, therefore, accordingly proposed
in the Notice convening the 32^nd Annual General Meeting
as annexed to this Report.

(iii) Secretarial Auditors

The Secretarial Audit Report (MR-3), issued by Mr. Santosh
Kumar Tibrewalla, Practicing Company Secretary, Kolkata,
for the f.y. 2024-25, is given in Annexure ‘G’ to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation, disclaimer or adverse remark.

The Secretarial Compliance Report for the financial year
ended 31^st March, 2025, in relation to compliance of all
applicable SEBI Regulations / circulars / guidelines issued
thereunder, pursuant to the requirement of Regulation 24A
of the Listing Regulations, is available on the website of the
Company at www.dollarglobal.in

Pursuant to 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 Board of Directors,
subject to approval of shareholders in the ensuing Annual
General Meeting, has re-appointed Mr. Santosh Kumar
Tibrewalla, Practising Company Secretary (Membership
No.:3811 ; CP No.: 3982), Peer Reviewed, as the Secretarial
Auditor to hold the office of Secretarial Auditors until
conclusion of 37^th AGM of the Company and to conduct
the secretarial audit of the Company for a period of 5 years
effective from f.y. 2025-26 till f.y. 2029-30. His appointment
has been set forth in the Notice convening ensuing Annual
General Meeting for approval of shareholders.

(iv) Internal Auditors

Based on the recommendation of the Audit Committee and
pursuant to the provisions of Section 138 of the Companies
Act, 2013, the Board of Directors re-appointed M/s. Pawan
Gupta & Co., Practicing Chartered Accountants (Firm Regn.
no. 318115E) as the Internal Auditors of the Company to
conduct the internal audit of the Company for f.y. 2025-26.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company takes pride in being a responsible corporate
citizen, strongly committed to the well-being and development
of the communities mostly that surround its operations. With this
goal the Company has identified and initiated several impactful
projects focused on social empowerment, rural development,
sustainable livelihoods, healthcare and education. Throughout
the year, the Company has actively contributed in variety of
initiatives aimed at improving the lives of people mainly in the
neighboring villages around its plant locations and also at other
parts of the country.

The Company has been carrying out Corporate Social
Responsibility (CSR) activities under the applicable provisions of
Section 135 read with Schedule VII of the Companies Act, 2013, as
amended from time to time and the Companies (Corporate Social

Responsibility Policy) Rules 2014. The Company has adopted
the CSR Policy which provides a broad framework with regard
to implementation of CSR activities carried out by the Company.
The CSR policy formulated by the Company is available on the
Company''s website https://www.dollarglobal.in/wp-content/
UPloads/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.Pdf

The details of the CSR Committee has been provided in the
Corporate Governance Report as annexed to this Report and the
CSR activities are mentioned in the ‘Annual Report on CSR Activities''
is provided in Annexure - ‘H’ and is integral part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL
REMUNERATION

The details regarding the remuneration of Directors, Key
Managerial Personnel (KMP), and other relevant information as
required under Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are provided in Annexure
- ‘I’, which forms an integral part of this Report.

In accordance with Section 136(1) of the Companies Act,
2013, the Directors'' Report does not include the information
on employees'' particulars as outlined in Section 197(12), read
with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. However,
this information is available for inspection at the registered office
of the Company. Any member willing to inspect the same can
do so by sending a written request in advance to the Company
Secretary at [email protected].

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY
REPORT (BRSR)

Your Company has developed its Business Responsibility and
Sustainability Report (BRSR), incorporating the BRSR Core
Indicators, in accordance with the reporting guidelines prescribed
by SEBI for listed entities. These criteria have been formulated
based on the principles outlined in the National Guidelines on
Responsible Business Conduct (NGRBC), 2018. In accordance
with Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and as per the
Master Circulars issued in July 2023 and November 2024,
the BRSR disclosures for f.y. 2024-25 form an integral part
of this Annual Report. The Company''s performance on various
ESG parameters including Economic, Environment, Social and
Governance responsibilities are provided in Annexure - ‘J’ which
forms an integral part of this Report.

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

Your Company maintains a strict zero-tolerance approach
towards sexual harassment in the workplace. We are

committed to creating and sustaining a safe, respectful, and
inclusive work environment for all employees. In line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act),
and the corresponding rules, your Company has implemented
a comprehensive Policy on the Prevention, Prohibition, and
Redressal of Sexual Harassment. This policy applies to all
employees, whether permanent, contractual, temporary, or
trainees, ensuring that every individual is protected and treated
with dignity and respect. We are dedicated to fostering a
culture of accountability and providing a supportive mechanism
for addressing any grievances related to sexual harassment.
The POSH policy is also placed on the Company''s website at
https://www.dollarglobal.in/wp-content/uploads/POLICY-ON-
PREVENTION-OF-SEXUAL-HARRASSMANT-AT-WORKPLACE.pdf

During the year under review, no complaints with allegations of
sexual harassment were received by the Company.

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.

WEBSITE

Your company''s website, www.dollarglobal.in, features a
dedicated Investor Relations section that provides easy access
to key financial information, including the Financial Results,
Shareholding Pattern, Annual and Quarterly Reports, as well
as updates and intimations filed with the Stock Exchange(s). In
addition, it contains a comprehensive overview of the various
policies adopted by the Board.

The website also offers valuable details about the Company''s
history, its business operations, and key personnel, including
the Board of Directors, Key Managerial Personnel, and Business
Heads. All this information is readily available to keep our
investors and stakeholders well-informed.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has implemented a Code of Conduct in accordance
with the SEBI (Prohibition of Insider Trading) Regulations,
2015, to regulate, monitor, and report trading activities by
designated persons. This includes the procedures for dealing
in the Company''s securities, as well as the disclosures required
under Regulation 8 of the SEBI (Prohibition of Insider Trading)
Regulations, 2015. Furthermore, the Board of Directors has
formally approved and adopted a comprehensive Code of
Practices and Procedures to ensure the fair disclosure of
unpublished price-sensitive information, aligning with the
regulatory requirements.

The code is applicable to Directors, KMPs, employees,
designated person, their relatives 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 www.dollarglobal.in.

In accordance with the Company''s Internal Code of Conduct
for the Prevention of Insider Trading, as outlined under the
SEBI (Prohibition of Insider Trading) Regulations, 2015 (as
amended from time to time), the closure of the trading window
is communicated in advance to all designated persons. During
the closure period, Directors, Key Managerial Personnel
(KMPs), employees, designated persons, their relatives and
other connected individuals are prohibited from trading in the
Company''s securities.

The Company has established and is actively maintaining a
Structured Digital Database in compliance with Regulation
3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
Additionally, throughout the year, the Company conducted
regular internal training sessions and awareness programs to
ensure that employees are well-informed and well-versed with
the Company''s Insider Trading Policy, which has been formulated
in accordance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015.

DISCLOSURES AS PER APPLICABLE PROVISIONS
OF COMPANIES ACT, 2013/LISTING AGREEMENT/
SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

i) Particulars of contract or arrangements with
related parties :

I n compliance with the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, prior approval of
the Audit Committee is obtained for each transaction
as proposed to be entered into by the Company with its
related parties.

A prior omnibus approval of the Audit Committee is obtained
on a yearly basis for the transactions which are foreseen
and repetitive in nature. All the transactions pursuant to
the omnibus approval so granted by the Audit Committee
and transactions which are not at arm''s length and granted
by Board, is audited and a detailed quarterly statement of
all Related Party Transactions is placed before the Audit
Committee on quarterly basis for its review. The necessary
disclosures regarding the related party transactions are
given in the notes to accounts.

There were no materially significant related party transactions
with the Company''s Promoters, Directors and others as
defined in section 2(76) of the Companies Act, 2013 and
Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 which may have potential
conflict of interest with the Company at large.

The policy on related party transactions as approved by
the Board is available on the Company''s website at www.
dollarglobal.in.The Company obtains necessary approval
of the Audit Committee and Board of Directors were taken,
wherever required, in accordance with the aforesaid policy.

Pursuant to 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 10% of Equity Shares in the Company are provided
herein below:

Name of the Promoter Group	Nature of Transaction	(K in Lakhs)
Dollar Holdings Private	Rent Paid	11.75
Limited	Dividend Paid	787.37
V.K. Mercantile Private	Rent Paid	11.40
Limited	Dividend Paid	235.58

ii) Number of Board of Director’s Meeting

The Board of Directors met 5 (Five) times during the
f.y. 2024-25. The details of the Board Meeting and
attendance of the Directors are provided in the Corporate
Governance Report are provided in Annexure - ‘B’ and
forms integral part of this Report.

iii) Composition of Audit Committee

The Board has constituted its Audit Committee in
accordance with the relevant provisions outlined in
the Companies Act, 2013, as well as the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, ensuring compliance with all applicable statutory
and regulatory requirements.

The composition and other details of the Committee are
given in the Corporate Governance Report and provided in
Annexure - ‘B’ and forms integral part of this Report.

iv) Recommendation by Audit Committee

During the financial year under review, there was no instance
where the Board did not accept the recommendations put
forward by the Audit Committee.

v) Nomination and Remuneration Committee

The Board has constituted its Nomination and Remuneration
Committee in accordance with the relevant provisions
of the Companies Act, 2013, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, ensuring compliance with all applicable statutory
and regulatory requirements.

The composition and other details of the Committee are
given in the Corporate Governance Report are provided in
Annexure - ‘B’ and forms integral part of this Report.

vi) Stakeholders Relationship Committee

The Stakeholders'' Relationship Committee as constituted
by the Board, in accordance with the relevant provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is functioning
to ensure effective communication and address the concerns
of stakeholders in a timely and transparent manner.

The composition and other details of the Committee are
given in the Corporate Governance Report are provided in
Annexure - ‘B’ and forms integral part of this Report.

vii) Risk Management Committee

The Board has constituted its Risk Management Committee
in accordance with the relevant provisions of the Companies
Act, 2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to ensure effective
identification, assessment, and management of potential
risks that could impact the Company''s operations, financial
stability and overall strategic objectives.

The composition and other details of the Committee are
given in the Corporate Governance Report are provided in
Annexure - ‘B’ and forms integral part of this Report.

viii) Corporate Social Responsibility Committee

The Board has established the Corporate Social
Responsibility (CSR) Committee in accordance with the
relevant provisions of the Companies Act, 2013, to oversee
and implement the company''s CSR initiatives and ensure
compliance with applicable laws and regulations.

The composition and other details of the Committee are
given in the Corporate Governance Report are provided in
Annexure - ‘B’ and forms integral part of this Report.

ix) Management and Finance Committee

The Board has constituted Management and Finance
Committee to exercise some of its powers as and when
and to the extent delegated to the Committee.

The composition and other details of the Committee are
given in the Corporate Governance Report are provided in
Annexure - ‘B’ and forms integral part of this Report.

x) Share Transfer Committee

The Board has constituted its Share Transfer Committee
to exercise the powers as delegated to it periodically. The
Committee is responsible for overseeing various share
transfer functions, including but not limited to, the processes
of dematerialization, transmission and other related activities.

The composition and other details of the Committee are
given in the Corporate Governance Report are provided in
Annexure - ‘B’ and forms integral part of this Report.

xi) Risk Analysis

The Company has established a comprehensive risk
management framework that includes regular audits and
checks designed to identify, assess, mitigate, monitor, and
report risks inherent in its business operations. Identified
key risks are continuously managed by the relevant process
owners, who implement ongoing risk mitigation strategies
to address and minimize potential impacts.

xii) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and
amendments thereof and in compliance of the Companies
(Amendment) Act, 2017, the draft Annual Return for
f.y. 2024-25 is placed on the Company''s website https://
www.dollarglobal.in/wp-content/uploads/DIL MGT-7 24-
25.pdff

The aforementioned Annual Return may undergo changes,
alterations, or modifications as necessary following the
adoption of the Directors'' Report by the Shareholders at
the 32^nd Annual General Meeting, as well as the receipt
of the Certificate from the Practising Company Secretary
(PCS). Shareholders acknowledge and authorize the Board/
Company to make these adjustments. Furthermore, the
final version of the Annual Return, once filed with the
Ministry of Corporate Affairs, will be made available on the
Company''s website.

xiii) Internal Financial Control

The Company has in place adequate Internal Financial
Control System as required under section 134(5)(e) of
the Companies Act 2013. The system covers all major
processes including operations, to ensure reliability of
financial reporting, compliance with policies, procedures,
laws and regulations, safeguarding of assets and
economical and efficient use of resources. During the year
under review such controls were tested with reference to
financial statements and no reportable material weakness
in the formulation or operations were observed.

The Audit Committee periodically reviewed and took
suitable measures for any observation or recommendation
suggested by the internal auditors on the efficacy and
adequacy of the Internal Financial Control.

xiv) Disclosure relating to material deviations/
variations

In terms of Regulation 32(1) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has not observed any material deviations or
variances in its operations. Additionally, the Company has
not conducted any public issue, rights issue, or preferential
issue during the year under review.

xv) Loans, Guarantees and Investments

During the year under review, the Company strategically
invested and deployed its surplus funds in shares and
securities, adhering to the prescribed limits and within
the powers granted to the Board under Section 179 and
Section 186 of the Companies Act, 2013.

All details pertaining to such loans, guarantees, and
investments have been duly recorded in the register
maintained for this purpose and are further disclosed in
the notes to the financial statements.

xvi) Material changes and commitments, if any,
affecting the financial position between the end
of the financial year and date of the report

There have been no significant changes to the financial
position of the Company between the closure of the
financial year and the date of this report.

xvii) Subsidiaries, Associates or Joint Ventures

The Company''s Consolidated Financial Statements, as
prepared and presented, encompass the financial results of
its its Subsidiary viz. Dollar Garments Private Limited along
with its Joint Venture viz Pepe Jeans Innerfashion Private
Limited (JV Co). These statements have been compiled in
full compliance with the relevant Accounting Standards.

xviii) Evaluation of the Board’s performance

I n accordance with the provisions of Section 134, 178,
and Schedule IV of the Companies Act, 2013, as well
as Regulation 17 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Board
has implemented a formal mechanism to evaluate its
own performance, as well as that of its Committees
and individual Directors. This evaluation process has
been structured to assess various facets of the Board''s
functioning, including the composition of the Board and
its Committees, the effectiveness of Board processes,
the quality and flow of information, the experience and
competencies of its members, the performance of
specific duties and obligations, and overall governance
practices. Additionally, a separate assessment was
conducted to evaluate the performance of individual
Directors, based on a comprehensive questionnaire. The
criteria in this questionnaire covered aspects such as the
level of participation, independent judgment exercised,
understanding of the Company''s business, and overall
contribution to the Board''s objectives.

The evaluation of the Independent Directors was conducted
by the full Board, excluding the Director being evaluated.
Meanwhile, the evaluation of the Non-Independent
Directors was carried out by the Independent Directors
during their separate meeting held on 12^th February, 2025.

The results of the performance evaluation, conducted in
accordance with the above-mentioned mechanism, were
found to be satisfactory. This outcome also highlighted
the strong commitment of the Board members and their
respective Committees to the Company''s success and
overall governance.

xix) Nomination, Remuneration and Evaluation Policy

The Company, upon the recommendation of its Nomination
and Remuneration Committee, has established a
Nomination, Remuneration, and Evaluation Policy. This
policy is in line with the provisions of Section 178 of the
Companies Act, 2013, and the Rules framed thereunder,
as well as Regulation 19 along with Part D of Schedule II of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the Listing Agreement entered into
with the Stock Exchanges (as amended from time to time).
The policy outlines, among other aspects, the criteria for
the appointment and remuneration of Directors, including
the determination of qualifications, positive attributes, and
the independence of Directors, among other key factors.

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 are
provided in Annexure - ‘B’ and forms integral part of
this Report:

a. Criteria for appointment and removal of Directors, Key
Managerial Personnel (KMP) and Senior Management
Executives of the Company;

b. Remuneration in any form payable to the Directors,
KMPs and Senior Management Executives;

c. Evaluation of the performance of the Directors;

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

xx) Vigil Mechanism

In accordance with Section 177(9) of the Companies Act,
2013, and Regulation 22 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has established a Vigil Mechanism to provide a
platform for Directors and employees to report any genuine
concerns to the management. These concerns may include
instances of unethical behaviour, suspected or actual
fraud, or violations of the Company''s Code of Conduct or
Ethics Policy.

This policy encourages employees, as well as other
stakeholders engaged in transactions with the Company,
to report any unethical or improper practices they observe
within the organization. The Company is committed to
conducting its affairs with the highest levels of fairness,

transparency, professionalism, honesty, integrity, and
ethical behaviour.

In line with the requirements of the Companies Act,
2013, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
implemented the Whistleblower Policy to empower all
employees and Directors to raise concerns regarding any
violations of the Code of Ethics. Under this policy, Directors
and employees are encouraged to escalate any issues or
concerns that could potentially harm the interests of the
Company or its stakeholders to the Audit Committee.

The Company is dedicated to maintaining the highest
standards of ethical, moral, and legal business conduct,
promoting open communication, and ensuring the
necessary safeguards are in place to protect Directors,
employees, or any other individual utilizing the mechanism.
This protection includes safeguarding them from retaliation
or victimization when reporting concerns in good faith.

Details of establishment of the Vigil Mechanism Policy is
available on the Company''s website at www.dollarglobal.in and
also set out in the Corporate Governance Report are provided
in Annexure - ‘B’ and forms integral part of this Report.

xxi) Cost Records and Cost Audit

In accordance with Section 148(1) of the Companies Act,
2013, and the Rules prescribed thereunder, the Company
is obligated to maintain cost records as specified by
the Central Government. As a result, the necessary
accounts and records have been duly maintained. Upon
the recommendation of the Audit Committee, the Board
of Directors has re-appointed M/s. Pranab Chakrabarty
& Associates, Cost Accountants (Firm Registration No.:
000803) as the Cost Auditors for the f.y. 2025-26. The
Board has also proposed the remuneration payable to the
Cost Auditor, which is subject to ratification at the ensuing
Annual General Meeting.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial
standards as issued by the Institute of Company Secretaries of
India. (ICSI)

INDUSTRIAL RELATIONS

The industrial relations during the fiscal year 2024-25 have
remained positive and collaborative. The Directors wish to
acknowledge and appreciate the unwavering support extended
by its agents, dealers, and suppliers. Additionally, they commend
the significant contributions made by the senior management
team, officers, employees, and workers, whose dedication and
hard work have been instrumental in driving the overall growth
and development of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

There has been no significant and material orders passed by
regulators or courts or tribunals impacting going concern status
and Company''s operations in future.

ACKNOWLEDGEMENT

The Directors would like to convey their sincere gratitude for the
invaluable support and collaboration extended to the Company
by its diverse stakeholders, including financial institutions,
banks, government agencies, and business partners. We are
equally thankful for the encouragement and trust shown by our
esteemed shareholders.

Additionally, the Directors wish to express their profound
appreciation for the dedication, professionalism, and unwavering
commitment demonstrated by our employees at every level,
whose hard work and enthusiasm have significantly contributed
to the Company''s success throughout the year.

Registered Office:

Om Tower, 15^th floor, By order of the Board of Directors

32, J. L. Nehru Road, For Dollar Industries Limited

Kolkata - 700 071

Sd/- Sd/-

Vinod Kumar Gupta Krishan Kumar Gupta

Date: 14^th May, 2025 Managing Director Whole-time Director

Place: Kolkata (DIN: 00877949) (DIN: 01982914)

---

Mar 31, 2024

Your Directors are pleased to present the 31^st Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	1,54,912.90	1,39,380.05	1,57,227.45	1,39,382.93
Other Income	446.81	471.87	449.90	474.79
Total Revenue	1,55,359.71	1,39,851.92	1,57,677.35	1,39,857.72
Profit before Interest, Depreciation and Taxation	15,774.16	10,327.05	16,313.60	10,299.61
Less: Interest	1,784.85	1,421.80	1,849.05	1,421.80
: Depreciation	2,122.32	1,763.50	2,127.38	1,763.82
Less : Share of Loss of Joint Venture			164.66	551.28
Profit Before Tax	11,866.99	7,141.75	12,172.51	6,562.71
Less: Tax Expense	2,927.95	1,317.93	3,035.5	1,318.09
Profit After Tax	8,939.04	5,823.82	9,137.01	5,244.62
Attributable to
a) Owners of the Company	8,939.04	5,823.82	9,019.73	5,253.93
b) Non-Controlling Interest			117.28	(9.31)
Other Comprehensive Income (net of tax)	64.92	65.70	69.95	68.81
Attributable to
a) Owners of the Company	64.92	65.70	69.95	68.81
b) Non-Controlling Interest
Total Comprehensive Income	9,003.96	5,889.52	9,206.96	5,313.43
Attributable to
a) Owners of the Company	9,003.96	5,889.52	9,089.68	5,322.74
b) Non-Controlling Interest			117.28	(9.31)
Opening Balance in Retained Earnings	56,586.83	52,398.79	55,538.85	51,917.59
Less: Dividend Paid	1,701.48	1,701.48	1,701.48	1,701.48
Closing balance in Retained Earnings	63,889.31	56,586.83	62,927.05	55,538.85

I. STANDALONE PERFORMANCE

During the financial year, the Company on a standalone basis has reported total revenue of H1,55,359.71 Lakhs against H1,39,851.92 Lakhs in the previous financial year. The profit (after tax) stood at H8,939.04 Lakhs against H5,823.82 Lakhs in the previous financial year. The exports made by the Company stood at H7104.75 Lakhs against H8,186.56 Lakhs in the previous financial year.

II. CONSOLIDATED PERFORMANCE

During the financial year, the Company on a consolidated basis has reported total revenue of H1,57,677.35 Lakhs against H1,39,857.72 Lakhs in the previous financial year. The profit (after tax) stood at H9,137.01 Lakhs against H5,244.62 Lakhs in the previous financial year

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

The Company is a leading player in the branded outerwear and innerwear category and have grown and evolved into a noteworthy player in the Indian hosiery space. The Company has introduced the following categories namely. Dollar-Man, Woman, Junior, Always Thermal and Protect. The Company has significantly increased its brand recall through our dedicated branding initiatives that seamlessly connect with the millennials and cater to their needs.

Over the years, the Company has built a well-connected and a diversified design-to-production team, supported by a large inhouse designers, pan India suppliers, unmatchable distribution system, robust footprint in almost all areas, digitalization and an automated inventory management system during sale spike seasons. With in-depth research on demographics of customers,

the brand focuses on fashion and comfort and as market leaders, has strived to stay ahead of the fashion curve over last few years.

During these 52 glorious years the Company has come a far way. The Company has reworked on its Force NXT''s logo and product designing and quality as part of evolution of its premium innerwear product line. Coming to the new categories the Company under its ‘Dollar Woman'' brand celebrated the freedom of spirit every woman deserves with its newly launched lingerie line with a varied range of products like Everyday Bra, T-shirt Bra, Sports Bra, Beginners Bra, Strapless Bra, Sleep Bra, Nursing Bra. New products have been launched in FY 2023-24 by the name of DOLLAR ACTIVE WEAR WOMAN 2023, which includes new category of products like CREW NECK, CAPRI, LEGGINGS.

The wide variety of Dollar products are spread across 6 categories - MAN, WOMAN, JUNIOR, ALWAYS, THERMALS & PROTECT. Bollywood superstar Mr Akshay Kumar, endorsing Dollar Man, is associated with Dollar as the brand ambassador for over 14 years. Actress, Ms Yami Gautam is the brand ambassador for Dollar Women i.e Missy and Actor, Mr Saif Ali Khan is the brand ambassador for Dollar Always i.e Lehar. As a major step, Dollar Industries has signed superstar, Mr Mahesh Babu as their Brand Ambassador for South India and Aims 50% Sales Growth in South India in FY 2024 - 25.

The response in new products has been encouraging and very well appreciated and every segment of the business is scaling up strongly with each passing year. The unique proposition of blending in apparel like aesthetics without compromising on comfort and design has resonated extremely well with the consumers. Being focused, the Company has incorporated new concepts and designs and have started full scale rollouts. Moreover, healthy and cordial relationship with suppliers, customers and our employees are fundamental pillars of Dollar''s growth strategy and together they have made this journey pleasant.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

Your Board is pleased to recommend a dividend of H3/- (previous year H3/- on face value of H2/- fully paid-up) per equity share of H2/- fully paid-up (i.e. 150 % on the paid-up value of Equity Shares). The proposal is subject to the approval of the Members at the 31^st Annual General Meeting (AGM) of the Company scheduled to be held on Friday August 02, 2024. The dividend payout is in the line with the dividend distribution policy as adopted by the Company.

The total outflow on account of dividend to the shareholders will be H1,701.48 Lakhs (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961)

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has in place a Dividend Distribution Policy and the same is also available on the Company''s website URL https:// www.dollarglobal.in/assets/upload/corporate-policy/dividend distribution policv.pdf.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the general reserves or any other reserve for the financial year under review.

FINANCIAL STATEMENTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified under Section 133 of the Companies Act, 2013 read with the Companies Accounts Rules, 2014 and Regulation 48 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the FY2023-24 as applicable to the Company.

The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions are reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.

The financial statements of its Subsidiary Company viz. Dollar Garments Private Limited and its Joint Venture Company viz. Pepe Jeans Innerfashion Private Limited has been prepared and consolidated with the Company and forms an integral part of this Report.

The financial of its aforesaid Subsidiary Company and Joint Venture Company are not attached to this report and pursuant to the provisions of Section 136 of the Companies Act 2013, the Company will make available the said financial statements of the Subsidiary and Joint Venture Company upon a request by any member of the Company. The financial statements of the Companies will also be available for inspection to the members through electronic mode. The members desiring the financial statements of the Subsidiary and Joint Venture Company, may send their request in writing to the Company at investors @ dollarglobal.in

However, pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Subsidiary and Joint Venture Company are attached to the financial statements in Form AOC-1 is annexed herewith as Annexure - ‘K’ and forms a part of this Report.

SHARE CAPITAL

There is no change in the authorised, issued, subscribed anc paid-up share capital during the financial year under review.

The authorised share capital of the Company as on March 31 2024 stood at H11,50,00,000 (INR Eleven Crore Fifty Lakhs^ divided into 5,75,00,000 (Five Crore Seventy Five Lakhs) Equity Shares of face value of H2/- each.

The issued, subscribed and paid-up share capital of the Company is H11,34,32,240 (Rupees Eleven Crore Thirty Four Lakhs Thirty Two Thousand Two Hundred Forty) divided into 5,67,16,120(Five Crore Sixty Seven Lakhs Sixteen Thousand One Hundred Twenty Equity Shares of face value of H2/- each, fully paid up.

The Company has not issued any Equity Shares, Equity Shares with differential rights, Sweat Equity Shares, Employees'' Stock Options and did not purchase its 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 and Debentures)Rules, 2014 and Section 42 and 62 ol the Companies Act, 2013.

DOLLAR EMPLOYEE STOCK OPTION PLAN (2022)

¦ Dollar Industries Limited has received in-principal approva from Bombay Stock Exchange (BSE) on October 23, 2023 foi issue and listing of upto a maximum of 7,80,000 Equity Shares of H2/- each to be allotted pursuant to Dollar Employees Stock Option Plan - 2022.

¦ Dollar Industries Limited has also received in-principa approval from National Stock Exchange (NSE) on October 25 2023 for issue and listing of upto a maximum of 7,80,000 Equity Shares of H2/- each to be allotted pursuant to Dollai Employees Stock Option Plan - 2022.

DEPOSITS

The Company has not accepted any deposits during the yeai in terms Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, research and 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 is annexed herewith as Annexure - ‘A’ and forms a part of this Report.

CORPORATE GOVERNANCE

The Company''s philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders.

The Company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all stakeholders. The Company has implemented all the stipulations as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements set out by SEBI.

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders'' expectations while continuing to comply with the mandatory 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 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.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable Regulations as issued by SEBI and as amended from time to time a report on Corporate Governance along with a Certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.:3811 ; CP No.: 3982), regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure - ‘B’ & ‘C’ respectively and forms a part of this Report.

The certification by CEO & CFO as per Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - ‘D’ and forms a part of this Report.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Company''s website URL https://www.dollarglobal.in/assets/upload/corporate-policv/ Companvs-code-of-conduct.pdf

The Board Members and Senior Management have affirmed 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 affect is annexed herewith as Annexure - ‘E’ and forms a part of this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Regulation 34 (2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion and Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is annexed herewith as Annexure - ‘F’ and forms a part of this Report.

DIRECTORS

Resignation/Cessation

During the year under review Mr, Binay Kumar Agarwal (DIN:01342065) Non- Executive Independent Director of the Company has completed his tenure of 2^nd term of 5 consecutive years and accordingly ceased to be an Independent Director of the company w.e.f. April 01, 2024.

Appointment/Re-appointment

During the year under review on recommendation of the Nomination and Remuneration Committee, Ms Vibha Agarwal (DIN:00060102) has been appointed as a Non-Executive Independent Director (Additional Director) on the Board of the Company with effect from April 01, 2024,for a period of 5(five) consecutive years, not liable to retire by rotation, as specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 17(1)(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders has been obtained from the Shareholders by means of Postal Ballot within the prescribed time.

However, pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the continuance of Ms. Vibha Agarwal is subject to Shareholders'' approval in the ensuing 31^st Annual General Meeting of the Company.

In terms of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. Rajesh Kumar Bubna, Ms.Vibha Agarwal, Ms. Divyaa Newatia, Mr. Srikumar Bandhopadhyay and Mr. Sandip Kumar Kejriwal are the Independent Directors of the Company as on the date of this Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company:

a. Under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

b. That they have complied with the Code of Conduct of Independent Directors prescribed under Schedule IV of the Companies Act, 2013; and

c. That they have duly registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 including any amendments thereto.

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. Gopalakrishnan Sarankapani (DIN: 07262351), Whole Time Director of the Company, retires by rotation at the ensuing 31^st Annual General Meeting and being eligible has offered for his re-appointment.

Appointment and resignation of Whole-time Key Managerial Personnel (KMP)

During the year under review, Ms. Mamta Jain resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. September 15, 2023 due to her personal reasons and Mr. Lalit Lohia was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. September 15, 2023.

In terms of Section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel (KMP) of the Company as on March 31, 2024 are:

1. Mr. Vinod Kumar Gupta - Managing Director & CEO

2. Mr. Ajay Kumar Patodia - Chief Financial Officer

3. Mr. Lalit Lohia- Company Secretary and Compliance Officer (w.e.f September 15, 2023)

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and Rules made thereunder. The Directors have also made necessary disclosures to as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company''s code of conduct policy for the F.Y. 2023-24.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, hereby confirm 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 affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on March 31, 2024;

3. Proper and sufficient 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 Control to be followed by the Company and that such Internal Financial Control 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 effectively.

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 Company''s Internal Financial Controls were adequate and effective during the F.Y. 2023-24.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors

M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E), were appointed as Statutory Auditors of the Company at 29^th Annual General Meeting (AGM) of the i Company held on Thursday, July 28, 2022 for the period

of 5 (Five) Year and would continue to hold the office of Statutory Auditor till the conclusion of the 34^th AGM of the Company to be held for the FY 2026-27.

The observations, if any, made by the Statutory Auditor, M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E) in their Auditors'' Report (both Standalone and Consolidated) together with the notes to accounts, as append thereto are self-explanatory and hence does not call for any further explanation. The Auditors'' Report does not contain any qualification, reservation, adverse remarks or disclaimer.

(ii) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Reg No.: 000803) as the Cost Auditors to conduct the audit of the cost records of the Company for the FY 2024-25.

The Company has received consent letter from them and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for FY 2024-25.

The remuneration payable to the Cost Auditors is required to be ratified by the shareholders in the 31^st Annual General Meeting and is, therefore, accordingly proposed in the Notice convening the 31^st Annual General Meeting as annexed to this Report.

(iii) Secretarial Auditors

Pursuant to 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 Board of Directors had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.:3811 ; CP No.: 3982), Peer Reviewed, as the Secretarial Auditor to conduct the secretarial audit of the Company for F.Y. 2024-25.

The report of the Secretarial Auditor MR-3 for the F.Y. 2023-24 is annexed herewith as Annexure - ‘G’ and forms a part of this Report which is self-explanatory and hence do not call for any further explanation. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.

(iv) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Pawan Gupta & Co., Practicing Chartered Accountants (Firm Regn. no. 318115E) as the Internal Auditors of the Company to

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2. Systems, Applications & Products in Data Processing (SAP)

We have embarked on a significant digital transformation initiative with the successful implementation of SAP, a comprehensive enterprise resource planning (ERP) system. This integration streamlines critical business functions, including finance, inventory management, customer relationship management. SAP will enhance data visibility, improve operational efficiency, and empower data - driven decision-making, positioning us for continued growth and success in the years to come.

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 of the Companies Act, 2013, as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules 2014. The Company has adopted the CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company. The CSR policy formulated by the Company is available on the Company''s website https://www.dollarglobal.in/assets/upload/ corporatepolicv/98296232c46f7b3d53a11d9ab3cd3662.pdf

The details of the CSR Committee has been provided in the Corporate Governance Report as annexed to this Report and the CSR activities are mentioned in the ‘Annual Report on CSR Activities'' is annexed herewith as Annexure - ‘H’ and forms a part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of remuneration to Directors, Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - ‘I’ and forms a part of this Report. Pursuant to Section 136(1) of the Companies Act, 2013, the Directors'' Report excludes the information on employees'' particulars mentioned in Section 197(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 information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on investors® dollarglobal.in.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)

The Company has provided BRSR in lieu of Business Responsibility Report and the same is in line with the SEBI

requirement based on the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' notified by Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and the amendment to Listing Regulations in May 2021. The Company reported its performance for FY 2023-24 as per the BRSR framework, describing initiatives taken from an environmental, social and governance perspective. As per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, BRSR for FY 2023-24 is a part of this Annual Report. Report on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA, is annexed herewith as Annexure - ‘J’ and forms a part of this Report.

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 environment that 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 requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH'') and Rules made thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity. The PoSH policy is also placed on the Company''s website https://www.dollarglobal.in/ assets/upload/corporate-policy/3c5c0354175054bbb2 095929613a5dc6.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.

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.

WEBSITE

The Company has developed and maintained its fully functional website www.dollarglobal.in which has been designed to exhibit the detailed information on the Company''s business and product range. The site carries a comprehensive database of information of the Company from investor''s perspective. All the mandatory information and disclosures as per the requirements of the Companies

Act, 2013, and Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors'' interest/ knowledge has been duly provided 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 report trading by designated persons and procedures to be followed and disclosures to be made, while dealing in the securities of the Company, under 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.

The code is applicable to Directors, KMPs, employees, designated person, their relatives 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 www.dollarglobal.in.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Also, time to time internal trainings and awareness programmes were conducted during the year to make the employees familiar with Insider Trading Policy of the Company formulated as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURES AS PER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013/LISTING AGREEMENT/ SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

i) Particulars of contract or arrangements with related parties

I n compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction

as proposed to be entered into by the Company with its related parties.

A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are foreseen and repetitive in nature. All the transactions pursuant to the omnibus approval so granted by the Audit Committee and transactions which are not at arm''s length and granted by Board, is audited and a detailed quarterly statement of all Related Party Transactions is placed before the Audit Committee on quarterly basis for its review. The necessary disclosures regarding the related party transactions are given in the notes to accounts.

There were no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict of interest with the Company at large.

The policy on related party transactions as approved by the Board is available on the Company''s website at www.dollarglobal.in. The Company obtains necessary approval of the Audit Committee and Board of Directors were taken, wherever required, in accordance with the aforesaid policy.

Pursuant to 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 10% of Equity Shares in the Company are provided herein below:-

Name of the Promoter Group	Nature of Transaction	(K in Lakhs)
Dollar Holdings Private	Rent Paid	15.29
Limited	Electricity Expenses Paid	0.10
	Dividend Paid	787.37
V.K. Mercantile Private	Rent Paid	5.08
Limited	Dividend Paid	235.58

ii) Number of Board of Director’s Meeting

The Board of Directors met 5 (Five) times during the FY 2023-24. The details of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report as annexed herewith as Annexure - ‘B'' and forms a part of 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.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

iv) Recommendation by Audit Committee

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

v) Nomination and Remuneration Committee

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

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

vi) Stakeholders Relationship Committee

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

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

vii) Risk Management Committee

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

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

viii) Corporate Social Responsibility Committee

The Board had constituted the Corporate Social Responsibility under the applicable provisions of the Companies Act, 2013.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

ix) Management and Finance Committee

The Board had constituted the Management and Finance Committee to carry out the powers as delegated to it from time to time.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

x) Share Transfer Committee

The Board had constituted the Share Transfer Committee to carry out the powers as delegated to it from time to time.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

xi) Risk Analysis

The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with the business of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.

xii) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for FY 2023-24 is placed on the Company''s website https://www.dollarglobal.in/assets/ upload/news/64fafecc5318af418c9ecd40fea21768.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 31^st Annual General Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower the Board/Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company

xiii) Internal Financial Control

The Company has in place adequate Internal Financial Control System as required under section 134(5)(e) of the Companies Act 2013. The system covers all major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. During the year under review such controls were tested with reference to

financial statements and no reportable material weakness in the formulation or operations were observed.

The Audit Committee periodically reviewed and took suitable measures for any observation or recommendation suggested by the internal auditors on the efficacy and adequacy of the Internal Financial Control.

xiv) Disclosure relating to material deviations/ variations

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no material deviations/variances noted in the Company. Further the Company has not made any public issue, right issue and preferential issue during the year under review.

xv) Loans, Guarantees and Investments

During the year under review, the Company had invested and deployed its surplus funds in shares and 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 and are appended in notes to the financial statements.

xvi) Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report

There has been no material changes since the closure of the financial year till the date of the report affecting any financial position of the Company.

xvii) Subsidiaries, Associates or Joint Ventures

The Consolidated Financial Statements prepared and presented by the Company include financials of its Joint Venture Company, Pepe Jeans Innerfashion Private Limited and its Subsidiary Dollar Garments Private Limited which has been prepared in compliance with the applicable Accounting Standards.

xviii) Evaluation of the Board’s performance

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the Director, understanding of the Company''s business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on February 6, 2024.

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

xix) Nomination, Remuneration and Evaluation Policy

The Company on recommendation of its Nomination and Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with Section 178 of the Companies Act, 2013 read with the Rules made therein and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (as amended from time to time). The policy, inter-alia, contains criteria''s for Directors'' appointment and remuneration including determining qualifications, positive attributes, independence of a Director, etc. 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 as annexed herewith as Annexure - ‘B'' and forms a part of this Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company;

b. Remuneration in any form payable to the Directors, KMPs and Senior Management Executives;

c. Evaluation of the performance of the Directors;

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

xx) Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established vigil mechanism for Directors and employees to report genuine concerns to the management viz. instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or

ethics policy. This policy enables the employees or other connected person having interest in any transactions with the Company to report any unethical or improper practices noticed in the organisation. The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior and accordingly as per the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 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 victimisation, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism Policy is available on the Company''s website at www.dollarglobal.in and also set out in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

xxi) Cost Records and Cost Audit

Pursuant to Section 148(1) of the Companies Act, 2013 and Rules framed thereunder, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts are made and records are maintained. The Board on recommendation of the Audit Committee has re-appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Regn.

No.: 000803) as the Cost Auditors for the F.Y. 2024-25 and has recommended the remuneration payable to the Cost Auditor for ratification at the ensuing Annual General Meeting.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial standards as issued by the Institute of Company Secretaries of India. (ICSI)

INDUSTRIAL RELATIONS

The industrial relation during the FY 2023-24 had been cordial. The Directors take on record the committed support received from its agents, dealers, suppliers and crucial efforts made by the senior management personnel, officers, employees and workers towards overall growth and development of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There has been no significant and material orders passed by regulators or courts or tribunals impacting going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

Your Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders, financial institutions, banks, government authorities and business associates. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders. Your Directors wish to place on record their deep sense of appreciation to all the employees at all levels for their committed services, exemplary professionalism and enthusiastic contribution during the year.

Registered Office:

Om Tower, 15^th floor, By order of the Board of Directors

32, J. L. Nehru Road, For Dollar Industries Limited

Kolkata - 700 071

Sd/- Sd/-

Vinod Kumar Gupta Krishan Kumar Gupta

Date: May 21, 2024 Managing Director Whole-time Director

Place: Kolkata (DIN: 00877949) (DIN: 01982914)

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Mar 31, 2023

The Directors are pleased to present the 30th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

(Rs. in Lacs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23 |	2021-22
Revenue from Operations	1,39,380.05	1,34,253.36	1,39,382.93	1,34,253.36
Other Income	471.87	653.18	474.79	653.18
Total Revenue	1,39,851.92	1,34,906.54	1,39,857.72	1,34,906.54
Profit before Interest, Depreciation and Taxation	10,327.05	22,323.87	10,299.61	22,631.87
Less : Interest	1,421.80	962.38	1,421.80	962.38
: Depreciation	1,763.50	1,657.62	1,763.82	1,657.62
Less: Share of Loss of Joint Venture			(551.28)	(185.93)
Profit Before Tax	7,141.75	19,703.87	6,562.71	19,825.94
Less: Tax Expense	1,317.93	5,116.69	1,318.09	5,116.69
Profit After Tax	5,823.82	14,587.18	5,244.62	14,709.25
Attributable to
a) Owners of the Company	5,823.82	14,587.18	5,253.93	14,709.25
b) Non Controlling Interest			(9.31) -
Other Comprehensive Income (net of tax)	65.70	74.50	68.81	77.29
Attributable to
a) Owners of the Company	65.70	74.50	68.81	77.29
b) Non Controlling Interest
Total Comprehensive Income	5,889.52	14,661.68	5,313.43	14,786.54
Attributable to
a) Owners of the Company	5,889.52	14,661.68	5,322.74	14,786.54
b) Non Controlling Interest			(9.31) -
Opening balance in Retained Earnings	52,398.79	39,098.31	51,917.59	38,492.25
Less: Dividend Paid	1,701.48	1,361.20	1,701.48	1,361.20
Closing balance in Retained Earnings	56,586.83	52,398.79	55,538.85	51,917.59

I. STANDALONE PERFORMANCE

During the financial year, the Company on a standalone basis has reported a total revenue of D 1,39,851.92 lacs against I 1,34,906.54 lacs in the previous financial year. The profit (after tax) stood at I 5,823.82 lacs against I 14,587.18 lacs in the previous financial year. The exports made by the Company stood at I 8,186.56 lacs against I 13,354.82 lacs in the previous financial year.

II. CONSOLIDATED PERFORMANCE

During the financial year, the Company on a consolidated basis has reported total revenue of I 1,39,857.72 lacs against I 1,34,906.54 lacs in the previous financial year. The profit (after tax) stood at I 5,244.62 lacs against I 14,709.25 lacs in the previous financial year.

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

The Company is a leading player in the branded outerwear and innerwear category and have grown and evolved into a noteworthy player in the Indian hosiery space. The Company has introduced the following categories namely, Dollar-Man, Woman, Junior, Always Thermal and Protect. The Company has significantly increased its brand recall through our dedicated branding initiatives that seamlessly connect with the millennials and cater to their needs.

Over the years, the Company has built a well-connected and a diversified design-to-production team, supported by a large inhouse designers, pan India suppliers, unmatchable distribution system, robust footprint in almost all areas, digitalisation and an automated inventory management system during sale spike seasons. With in-depth research on demographics of customers,

the brand focuses on fashion and comfort and as market leaders, has strived to stay ahead of the fashion curve over last few years.

Now that the economy is recovering post Covid-19, the Company is being able to foresee a strong demand for its products. During these 51 glorious years the Company has come a far way. The Company has reworked on its Force NXT''s logo and product designing and quality as part of evolution of its premium innerwear product line. Coming to the new categories the Company under its ‘Dollar Woman'' brand celebrated the freedom of spirit every woman deserves with its newly launched lingerie line with a varied range of products like Everyday Bra, T-shirt Bra, Sports Bra, Beginners Bra, Strapless Bra, Sleep Bra, Nursing Bra. Additionally, as the principal sponsor of the Rajasthan Royals for the 16th season of the Indian Premier League, the Company is poised to play a significant role in driving growth for the athleisure segment.

The response has been encouraging and very well appreciated and the business is scaling up strongly with each passing year. The unique proposition of blending in apparel like aesthetics without compromising on comfort and design has resonated extremely well with the consumers. Being focused, the Company has incorporated new concepts and designs and have started full scale rollouts. Moreover, healthy and cordial relationship with suppliers, customers and our employees are fundamental pillars of Dollar''s growth strategy and together they have made this journey pleasant. People are the most valuable resource and the Company has implemented a strong approach to employee growth and sustainability by ensuring 360 degree improvement in employee''s wellbeing, by taking care of their mental, social, physical and financial wellness.

CHANGE IN NATURE OF BUSINESS

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

DIVIDEND

Your Board is pleased to recommend a dividend of H3/- (previous year H3/- on face value of H2/- fully paid-up) per equity share of H2/- fully paid-up (i.e 150% on the paid-up value of Equity Shares). The proposal is subject to the approval of the Members at the 30th Annual General Meeting (AGM) of the Company scheduled to be held on Thursday August 03, 2023.The dividend pay out is in the line with the dividend distribution policy as adopted by the Company.

The total outflow on account of dividend to the shareholders will be H1701.48 lacs (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961)

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has in place a Dividend Distribution Policy and the same is also available on the Company''s website - https:// www.dollarglobal.in/assets/upload/corporate-policy/dividend distribution policv.pdf.

AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to the general reserves or any other reserve for the financial year under review.

FINANCIAL STATEMENTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (INDAS) as notified under Section 133 of the Companies Act, 2013 read with the Companies Accounts Rules, 2014 and Regulation 48 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the FY 2022-23 as applicable to the Company.

The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2023.

The financial statement of its Subsidiary Company (JV Co.) Dollar Garments Private Limited and its Joint Venture Company Pepe Jeans Innerfashion Private Limited has been prepared and consolidated with the Company and forms an integral part of this Report.

The financial of its aforesaid Subsidiary Company and Joint Venture Company are not attached to this report and pursuant to the provisions of Section 136 of the Companies Act, 2013 the Company will make available the said financial statements of the Subsidiary and Joint Venture Company upon a request by any member of the Company. The financial statements of the Companies will also be available for inspection to the members through electronic mode. The members desiring the financial statements of the Subsidiary and Joint Venture Company, may send their request in writing to the Company at investors® dollarglobal.in

However, pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Subsidiary and Joint Venture Company are attached to the financial statements in Form AOC-1 and is annexed herewith as Annexure - ‘K’ and forms a part of this Report.

SHARE CAPITAL

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

The authorised share capital of the Company as on March 31, 2023 stood at H11,50,00,000 (INR Eleven Crore Fifty Lacs) divided into 5,75,00,000 (Five Crore Seventy Five Lacs) Equity Shares of face value of H2/- each.

The issued, subscribed and paid-up share capital of the Company is H11,34,32,240 (INR Eleven Crore Thirty Four Lacs Thirty Two Thousand Two Hundred Forty) divided into 5,67,16,120(Five Crore Sixty Seven Lacs Sixteen Thousand One Hundred Twenty) Equity Shares of face value of H2/- each, fully paid up.

The Company has not issued any Equity Shares, Equity Shares with differential rights, Sweat Equity Shares, Employees'' Stock Options and did not purchase its 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 and Debentures) Rules, 2014 and Section 42 and 62 of the Companies Act, 2013.

DEPOSITS

The Company has not accepted any deposits during the year in terms Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, research and 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 is annexed herewith as Annexure - ‘A’ and forms a part of this Report.

CORPORATE GOVERNANCE

The Company''s philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders.

The Company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all stakeholders. The Company has implemented all the stipulations as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements set out by Securities Exchange Board of India.

The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders'' expectations while continuing to comply with the mandatory 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 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.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable Regulations as issued by SEBI and as amended from time to time a report on Corporate Governance along with a Certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.:3811 ; CP No.: 3982), regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure - ‘B’ & ‘C’ respectively and forms a part of this Report.

The certification by Chief Executive Officer and Chief Financial Officer as per Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - ‘D’ and forms a part of this Report.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Company''s website - https:// www.dollarglobal.in/assets/upload/corporate-policy/Companys-code-of-conduct.pdf

The Board Members and Senior Management have affirmed 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 affect is annexed herewith as Annexure - ‘E’ and forms a part of this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations,

2015,Management Discussion and Analysis Report with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is annexed herewith as Annexure - ‘F’ and forms a part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Cessation

During the year under review Mr. Anil Kumar Saboo (DIN:00621325), Non-Executive Independent Director of the Company expires on December 19, 2022.

While his passing away has left a huge void among us, he leaves behind an unparalleled foundation for all of us to build upon. The Board places on record its whole-hearted appreciation of the invaluable contribution made by him in the Company.

Appointment / Re-appointment

During the year under review on recommendation of the Nomination and Remuneration Committee, Mr. Sandip Kumar Kejriwal (DIN: 0004333) was appointed as a Non-Executive Independent Director (Additional Director) on the Board of the Company with effect from February 14, 2023 for a period of 5 (five) consecutive years, not liable to retire by rotation, as specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 17(1)(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders has been obtained from the Shareholders by means of Postal Ballot within prescribed time.

However, pursuant to the provisions Companies Act, 2013, the appointment of Mr. Sandip Kumar Kejriwal is subject to Shareholder''s approval in the ensuing 30th Annual General Meeting of the Company.

In terms of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. Rajesh Kumar Bubna (DIN: 00468038), Mr. Binay Kumar Agarwal (DIN: 01342065) , Mrs. Divyaa Newatia (DIN: 00347787), Mr. Srikumar Bandhopadhyay (DIN: 03504452) and Mr. Sandip Kumar Kejriwal (DIN: 00004333) are the Independent Directors of the Company as on the date of this Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company:

a. Under Section 149(7)of the Companies Act, 2013 that they meet the criteria of independence as prescribed under Section 149 (6)of the Companies Act, 2013 along with the Rules framed thereunder and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

b. That they have complied with the Code of Conduct of Independent Directors prescribed under Schedule IV of the Companies Act, 2013; and

c. That they have duly registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 including any amendments thereto.

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), Whole Time Director of the Company, retires by rotation at the ensuing 30^th Annual General Meeting and being eligible has offered for his re-appointment.

Appointment and resignation of Whole-time Key Managerial Personnel (KMP)

During the year under review, Mr. Abhishek Mishra resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. November 10, 2022 due to his personnel reasons and Ms. Mamta Jain was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. November 10, 2022.

In terms of Section 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Key Managerial Personnel (KMP) of the Company as on March 31, 2023 are:

1. Mr. Vinod Kumar Gupta (DIN:00877949) - Managing Director & CEO

2. Mr. Ajay Kumar Patodia - Chief Financial Officer

3. Ms. Mamta Jain- Company Secretary and Compliance Officer (w.e.f November 10, 2022)

None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and Rules made there under. The Directors have also made necessary disclosures as required under provisions of Section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company''s Code of Conduct Policy for FY 2022-23.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, hereby confirm 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 affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on March 31, 2023;

3. Proper and sufficient 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 Control to be followed by the Company and that such Internal Financial Control 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 effectively.

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 Company''s Internal Financial Controls were adequate and effective during the FY 2022-23.

AUDITORS AND THEIR REPORTS(i) Statutory Auditors

M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E ),were appointed as Statutory Auditors of the

Company at 29th Annual General Meeting (AGM) of the Company held on Thursday, July 28,2022 for the period of 5 (Five) years and would continue to hold the office of Statutory Auditor till the conclusion of the 34th AGM of the Company to be held for the FY 2026-27.

The observations, if any, made by the Statutory Auditor, M/s Singhi & Co., Chartered Accountants, (Firm Reg No.: 302049E) in their Auditors'' Report (both Standalone and Consolidated) together with the notes to accounts, as appended thereto are self-explanatory and hence does not call for any further explanation. The Auditors'' Report does not contain any qualification, reservation, adverse remarks or disclaimer.

(ii) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Reg No.: 000803)as the Cost Auditors to conduct the audit of the cost account records of the Company for the FY 2023-24.

The Company has received consent letter from them and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for FY 2023-24.

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

(iii) Secretarial Auditors

Pursuant to 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 Board of Directors had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.:3811 ; CP No.: 3982), Peer Reviewed, as the Secretarial Auditor to conduct the secretarial audit of the Company for FY 2023-24.

The Company has received consent letter from him, for his re- appointment as the Secretarial Auditor of the Company for FY 2023-24.

The report of the Secretarial Auditor MR-3 for FY 2022-23 is annexed herewith as Annexure - ‘G'' and forms a part of this Report which is self-explanatory and hence do not call for any further explanation. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.

(iv) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee has re-appointed M/s. Pawan Gupta & Co., Chartered Accountants (Firm Regn no. 318115E) as the Internal Auditors of the Company to conduct the internal audit of the Company for FY 2023-24.

The Company has received consent letter from them, for their re- appointment as the Internal Auditors of the Company for FY 2023-24.

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 of the Companies Act, 2013 ,as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules 2014.The Company has adopted the CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company. The CSR policy formulated by the Company is available on the Company''s website https://www.dollarglobal.in/assets/upload/ corporatepolicv/98296232c46f7b3d53a11d9ab3cd3662.pdf

The details of the CSR Committee has been provided in the Corporate Governance Report as annexed to this Report and the CSR activities are mentioned in the ‘Annual Report on CSR Activities'' is annexed herewith as Annexure - ‘H’ and forms a part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of remuneration to Directors, Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - ‘I’ and forms a part of this Report. Pursuant to Section 136(1) of the Companies Act, 2013, the Directors'' Report excludes the information on employees'' particulars mentioned in Section 197(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 and the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on [email protected].

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT (BRSR)

The Company has provided BRSR in lieu of Business Responsibility Report and the same is in line with the SEBI requirement based on the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'' notified by Ministry of Corporate Affairs (MCA), Government of India, in July 2011 and the amendment to Listing Regulations in May 2021. The Company reported its performance for FY 2022-23 as per the BRSR framework, describing initiatives taken from an environmental, social and governance perspective. As per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, BRSR for FY 2022-23 is report on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA, is annexed herewith as Annexure - ‘J’ and forms a part of this Report.

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 environment that 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 requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013(‘PoSH'') and Rules made thereunder that provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and to ensure that all employees are treated with respect and dignity.The PoSH Policy is also placed on the Company''s website - https://www. dollarglobal.in/assets/upload/corporate-policy/3c5c03541750 54bbb2095929613a5dc6.pdf

All employees whether 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.

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.

WEBSITE

The Company has developed and maintained its fully functional website www.dollarglobal.in which has been designed to exhibit the detailed information on the Company''s business and product range. The site carries a comprehensive database of

information of the Company from investor''s perspective. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, and Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors'' interest / knowledge has been duly provided 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 report trading by designated persons and procedures to be followed and disclosures to be made, while dealing in the securities of the Company, under 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.

The code is applicable to Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company; the aforesaid code of conduct for prevention of insider trading is duly placed on the Company''s website www. dollarglobal.in.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Also, time to time internal trainings and awareness programmes were conducted during the year to make the employees familiar with Insider Trading Policy of the Company formulated as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURES AS PER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013/LISTING AGREEMENT/ SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

i) Particulars of contract or arrangements with related parties

All transactions entered with related parties during the FY 2022-23 were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 which may have potential conflict of interest with the Company at large.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties. 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 Related Party Transactions are placed before the Audit Committee for its review. The policy on related party transactions as approved by the Board is available on the Company''s website at www.dollarglobal.in.

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 aforesaid policy.

Pursuant to 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 (10%) of Equity Shares in the Company are provided herein below: -

Name of the Promoter Group Companies	Nature of Transaction	(K in Lacs)
Dollar Holdings Private	Rent Paid	18.83
Limited	Services Received	1.24
	Dividend Paid	787.37
V.K. Mercantile Private	Rent Paid	4.96
Limited	Dividend Paid	225.21

ii) Number of Board of Director’s Meeting

The Board of Directors met 5 (Five) times in the FY 202223. The details of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of 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.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

iv) Recommendation by Audit Committee

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

v) Nomination and Remuneration Committee

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

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

vi) Stakeholders Relationship Committee

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

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

vii) Risk Management Committee

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

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

viii) Corporate Social Responsibility Committee

The Board had constituted the Corporate Social Responsibility Committee under the applicable provisions of the Companies Act, 2013.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

ix) Management and Finance Committee

The Board had constituted a Management and Finance Committee to carry out the powers as delegated to it from time to time.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

x) Share Transfer Committee

The Board had constituted the Share Transfer Committee to carry out the powers as delegated to it from time to time.

The composition of the Committee and other details of the Committee are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

xi) Risk Analysis

The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting of risks associated with the business of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuing basis.

xii) Extracts of Annual Return

Pursuant to Section 92 of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective August 28, 2020, the draft Annual Return for FY 2022-23 is placed on the Company''s website https://www.dollarglobal.in/assets/upload/news/ DRAFT MGT 7 2022-23.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 30th Annual General Meeting and receipt of Certificate from Practising Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and the copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

xiii) Internal Financial Control

The Company has in place adequate Internal Financial Control System as required under Section 134(5) (e) of the Companies Act 2013. The system covers all major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.During the year under review such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

The Audit Committee periodically reviewed and took suitable measures for any observation or recommendation suggested by the Internal Auditors on the efficacy and adequacy of the Internal Financial Control.

xiv) Disclosure relating to material deviations/ variations

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no material deviations/variation noted in the Company. Further the Company has not made any public issue, right issue and preferential issue during the year under review.

xv) Loans, Guarantees and Investments

During the year under review, the Company has been investing and deploying 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 and are appended in notes to the financial statements.

xvi) Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report

There has been no material changes since the closure of the financial year till the date of the report affecting financial position of the Company.

xvii) Subsidiaries, Associates or Joint Ventures

The Consolidated Financial Statements prepared and presented by the Company include financials of its Joint Venture Company, Pepe Jeans Innerfashion Private Limited and its Subsidiary (JV Co) Dollar Garments Private Limited which has been prepared in compliance with the applicable Accounting Standards.

xviii) Evaluation of the Board’s performance

Pursuant to the provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing

criteria such as level of participation by individual Directors, independent judgement by the Director, understanding of the Company''s business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on February 14, 2023.

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

xix) Nomination, Remuneration and Evaluation Policy

The Company on recommendation of its Nomination and Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with Section 178 of the Companies Act, 2013 read with the Rules made therein and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (as amended from time to time). The policy, inter-alia, contains criteria''s for Directors'' appointment and remuneration including determining qualifications, positive attributes, independence of a Director, etc. 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 as annexed herewith as Annexure - ‘B’ and forms a part of this Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company;

b. Remuneration in any form payable to the Directors, KMPs and Senior Management Executives;

c. Evaluation of the performance of the Directors;

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

xx) Vigil Mechanism

Pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established Vigil Mechanism for Directors and employees to report genuine concerns to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. This policy enables the employees or other connected person having interest in any transactions with the Company to report any unethical or improper practices noticed in the organisation. The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of

highest standards of professionalism, honesty, integrity and ethical behavior and accordingly as per the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 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, 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 victimisation, for whistle blowing in good faith.

Details of establishment of the Whistle Blower Policy is available on the Company''s website www.dollarglobal.in and also set out in the Corporate Governance Report as annexed herewith as Annexure - ‘B’ and forms a part of this Report.

xxi) Cost Records and Cost Audit

Pursuant to Section 148(1) of the Companies Act, 2013 and Rules framed thereunder, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts are made and records are maintained. The Board on recommendation of the Audit Committee has appointed M/s. Pranab Chakrabarty & Associates, Cost Accountants (Firm Reg No.: 000803) as the Cost Auditor for the FY 2023-24 and has recommended the remuneration payable to the Cost Auditor for ratification by the shareholders at the ensuing Annual General Meeting.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial standards as issued by the Institute of Company Secretaries of India (ICSI).

INDUSTRIAL RELATIONS

The industrial relation during the FY 2022-23 had been cordial. The Directors take on record the committed support received from its agents, dealers, suppliers and crucial efforts made by the senior management personnel, officers, employees and workers towards overall growth and development of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There has been no significant and material orders passed by regulators or courts or tribunals impacting going concern status and Company''s operations in future.

ACKNOWLEDGEMENT

Your Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders, financial institutions, banks, government authorities and business associates. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders. Your Directors wish to place on record their deep sense of appreciation to all the employees at all levels for their committed services, exemplary professionalism and enthusiastic contribution during the financial year.

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Mar 31, 2018

Dear Member’s

The Directors are pleased to present the Annual Report of the Company together with the audited financial statements for the financial year ended 31st March, 2018.

Financial Results: (Rs. in Lakh)

Particulars	Standalone		Consolidated*
	2017-18	2016-17	2017-18
Revenue from Operations	98,252.29	88,613.20	98,252.29
Other Income	200.54	140.30	200.54
Total Revenue	98,452.83	88,753.50	98,452.83
Profit before Interest, Depreciation & Taxation	12,587.00	10,131.45	12,587.00
Less : Interest	(1,788.80)	(1,978.03)	(1,788.80)
: Depreciation	(1,217.37)	(1,477.98)	(1,217.37)
Profit Before Tax	9,580.83	6,675.44	9,580.83
Less: Provision for Tax	(3,179.20)	(2326.36)	(3,179.20)
Profit After Tax	6,401.63	4,349.08	6,401.63
Less: Share of Loss of Joint Venture	-	-	(38.13)
Add : Balance brought forward from previous year	14,321.33	10,257.08	14,321.33
Less: Proposed Dividend (Including Dividend Distribution Tax)	(652.53)	(139.82)	(652.53)
Adjustment relating to fixed Assets & Gratuity	-	(145.01)	-
Balance carried to Balance Sheet	20,070.43	14,321.33	20,032.50

* Since the JV Company was incorporated on 29th November, 2017 this being 1st year of consolidation and hence previous year figures are not applicable.

Current Operations

During the financial year, your Company has reported an increase of 10.88% in total revenue and an increase of 47 % in the profit (after tax) compared to the previous financial year. The export has been little sluggish and stood to RS.6718.87 Lakh against RS.7593.54 Lakh during the previous financial year.

The Company has witnessed enhanced growth in its brand- Missy (Women’s Inner wear) and has maintained a good market for Bigboss (Men’s Inner wear). The Modern Retail Trade divisions (i.e. Large Format Stores and e-commerce platform) operated from Kolkata and Tirupur are showing promising growth pattern in the year. The Company’s strategy for growth is to cater to high income customers by offering premium range fashionable inner-wears while maintaining sustained growth for economy range functional inner-wears for middle and low income segment masses.

Expansion of Activities

During the year under review your Company has entered into a 50:50 Joint Venture with the Netherlands based Pepe Jeans, Europe BV, by setting up a Joint Venture Company viz. M/s. Pepe Jeans Innerfashion Private Limited, to manufacture and market in India a premium range of fashion innerwear, loungewear, gym-wear, sleepwear and track suits for adults and kids under the brand name “Pepe Jeans London”. Your Company has also strengthened the distribution of its existing brands i.e. Dollar Missy and Force NXT. The Company has also added diversified range of products in the above two brands such as:

- Crew Neck front print t-shirts and kurti pants in Dollar Missy, and Gym Vest, round neck tees, tank tops, parker vests, Henley neck tees, V-neck tees, round neck tees, rocky brief and rocky trunks in Force NXT.

The above products are well accepted by the consumer at large and would contribute sizable chunk to the revenue and profitability of the Company in the coming years.

Dividend

Your Board has recommended a dividend of RS.1.60(previous year RS.5/- on face value of RS.10/- fully paid-up) per equity share of RS.2/- fully paid-up (i.e.80% on the paid-up value of equity shares) on post preferential issue expanded capital in the line with its Dividend Distribution Policy.

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 uploaded on the Company’s website at www.dollarglobal.in

Amount Transferred to Reserves

The Company has not transferred any amount to the General Reserves.

Financial Statements

The Company has prepared its standalone and consolidated financial statements as per IND AS issued by the Institute of Chartered Accountants of India for the financial year 2017-18 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended 31st March, 2018.The Consolidated Financial Statements of the Company forms an integral part of this Report.

Increase in Authorised Share Capital

During the financial year under review, the Authorised Capital of the Company has been increased from RS.11,00,00,000 (Rupees Eleven Crores) to RS.11,50,00,000 (Rupees Eleven Crores Fifty Lakhs) and the face value of RS.10/- each of the shares has been divided into 5 shares of the face value of RS.2/- per share. Consequently the no. of shares stand increased to 5,75,00,000 (Five Crores Seventy Five Lakhs) Equity Shares of the face value of RS.2/- (Rupees Two) each.

Issue of Shares:

A) Split of Shares

Pursuant to the approval of Shareholders in the Annual General Meeting of the Company held on 8th August, 2017 each of the Equity Share of the Company having Face Value of RS.10/- each fully paid-up was sub-divided into 5 (Five) Equity Shares of the Face Value of RS.2/- each fully paid-up by the Board on 2nd September, 2017.

B) Issue of Shares on Preferential Basis

During the financial year under review, the Company has issued and allotted 25,00,000 Equity shares of RS.2/- each at a premium of RS.428/- per share on preferential basis to its promoter group Company i.e. M/s. Simplex Impex Private Limited. The Equity Shares were allotted on 7th November, 2017.

Deposits:

The 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

Integrity and transparency are instrumental to our Corporate Governance Practices to ensure that we gain and retain the trust of our stakeholders at all times. 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 complied with the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has provided 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 Exchange, 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 at Annexure - C, D and E, respectively.

Code of Conduct

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is in force and the same has been placed on the Company’s website: www.dollarglobal.in and the declaration to this effect is at Annexure - F.

Management Discussions & Analysis Report

A report on Management Discussion & Analysis is at Annexure - G to this report.

Change in Directors & Key Managerial Personnel

i) Resignations :

Mr. Vinay Kumar Agarwal (DIN: 00149999) and Mr. Ashok Kumar Goel (DIN: 01982750), Non-Executive Independent Directors of the Company had resigned from the office of Directors w.e.f. 18th April, 2017 and 29th May, 2017, respectively and Mrs. Deepshikha Rakesh Agarwal (DIN: 07143252), Non-Executive Independent Women Director had also resigned from the office of Directors w.e.f. 12th February, 2018.

ii) Appointments :

Mr. Rakesh Biyani (DIN: 00005806) and Mr. Sunil Mitra (DIN: 00113473) were appointed as Additional Directors (Non Executive-Independent Directors) of the Company with effect from 18th April, 2017 pursuant to Section 149, 152, 160 and 161 of the Companies Act, 2013 and other applicable provisions of the said Act and subsequently their appointment was ratified by the shareholders in the last Annual General Meeting of the Company held on 8th August, 2017. Mrs. Divyaa Newatia (DIN: 00347787) was also appointed as an Additional Director (Non-Executive Independent Women Director) in the Board, w.e.f. 12th February, 2018 pursuant to Section 149, 152, 160 and 161 of the Companies Act, 2013 and other applicable provisions of the said Act. Declaration of Independence as per section 149(6) of the Companies Act, 2013 was duly received from all the above Independent Directors.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, Mrs. Divyaa Newatia (DIN: 00347787), Additional Director ( Non-Executive Independent Women Director) would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as Director of the Company by the Shareholders. Amongst other terms, Mrs. Divyaa Newatia, 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 5 (five) years as per Section 149(10) of the said Act and hence her appointment has been proposed accordingly.

The existing term of Mr. Binay Kumar Agarwal (DIN : 01342065) would expire on 31st March, 2019 and the Board has re-appointed him as an Independent Director of the Company for a 2nd term of 5 (five) consecutive years w.e.f. 1st April, 2019 subject to approval of the shareholders at the ensuing Annual General Meeting of the Company by passing Special Resolution as per Section 149(10) read with Schedule IV of the Companies Act, 2013.

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. Gopalakrishnan Sarankapani (DIN : 07262351) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

iv) Appointment of Whole-time Key Managerial Personnel (KMP) :

Mr. Ram Niranjan Purohit resigned from the office of the Chief Financial Officer of the Company and Ms. Shashi Agarwal was appointed as the Chief Financial Officer (CFO) of the Company in his place w.e.f. 18th April, 2017.

Ms. Shraddha, Company Secretary of the Company resigned from the office w.e.f. 26th December, 2017.

Mr. Abhishek Mishra was appointed as Company Secretary and Whole-time Key Managerial Personnel of the Company w.e.f. 26th December, 2017.

There was no further change in KMP during the financial year under review.

However, Ms. Shashi Agarwal, Chief Financial Officer (CFO) of the Company has resigned w.e.f. 29th May, 2018 and Mr. Lalit Chand Sharma has been appointed as the Chief Financial Officer (CFO) and Whole-time Key Managerial Personnel of the Company w.e.f 29th May, 2018.

None of the Directors of the Company as mentioned in item no (ii) are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under the provisions of section 184(1) and 149(6) of the Companies Act, 2013, as applicable.

Directors’ Responsibility Statement

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 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 affairs of the Company as at 31st March, 2018 and of the Profit of the Company for the year ended on 31st March, 2018;

3. Proper and sufficient care has been taken, to the best of their knowledge and ability, 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 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 effectively.

Auditors and Their Reports

(i) Statutory Auditor:

As per the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder it is mandatory to rotate the Statutory Auditors on completion of maximum term as permitted under the Act. In line with the requirements of the Companies Act, 2013 and based on the recommendation of Audit Committee, the Board of Directors had appointed M/s. Singhi & Co., Chartered Accountants as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the Annual General Meeting of the Company for the financial year 2016-17 held on 8th August, 2017 till the conclusion of the Annual General Meeting of the Company to be held for the financial year 2021-22 subject to ratification by the shareholders in each of the subsequent AGMs. The first year of the audit by the new Auditors of the financial statements was for financial year 2017-18 including review of the quarterly financial results as per SEBI (Listing Obligations & Diclosures Requirement), Regulations, 2015.

With the amendment of Section 139 of the Companies Act, 2013 and Rule 3(7) of The Companies (Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the ratification of the Auditors in each of the Annual General Meeting has been done away with and they would not be subject to ratification during continuation of in the office of the Auditors’ of the Company. Accordingly, requisite modification has been proposed for consideration of the shareholders in the ensuing Annual General Meeting.

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

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had reappointed Mr. Debabrota Banerjee, Cost Accountant, as the Cost Auditor of the Company for the financial year 2018-19. The Company has received consent and confirmation of eligibility for his reappointment as the Cost Auditor of the Company for the financial year 2018-19.

(iii) Secretarial Auditor:

The Board had appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the financial year 2017-18 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. The Company has initiated strict and timely compliance with other applicable laws to the Company as reported by the Secretarial Auditors. The rest of the report is self-explanatory and hence do not call for any further explanation.

(iv) Internal Auditor:

The Board had appointed M/s. Pawan Gupta & Co., Chartered Accountants as the Internal Auditors of the Company who had carried out the Internal Audit for the year 2017-18 under the provisions of section 138 of the Companies Act, 2013.

Corporate Social Responsibility (CSR)

The Company is committed towards delineating its responsibility as a corporate citizen. CSR Committee constituted under section 135 of the Companies Act, 2013 is functional under the Chairmanship of Shri Din Dayal Gupta. The other members of the CSR Committee are Mr. Vinod Kumar Gupta and Mr. Binay Kumar Agarwal. The CSR policy formulated by the Company is available on the website of the Company (www.dollarglobal.in). The details in this respect has been provided in the Corporate Governance Report as annexed to this Board’s Report and the CSR activities are mentioned in the ‘Annual Report on CSR Activities’ enclosed as Annexure - I to this Report.

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 - J to this Report, attached hereto.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 filed.

Company’s Website

The website of your Company, www.dollarglobal.in has been designed to present the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, Directors’& Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per 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.

Listing of Securities in Stock Exchanges

The shares of the Company were listed at The National Stock Exchange of India Ltd (NSE) and The Calcutta Stock Exchange Ltd (CSE).

Subsequently, pursuant to Regulation 6 and Regulation 7 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, your Company has delisted its Equity shares from The Calcutta Stock Exchange Ltd (CSE) under Voluntary Delisting Guidelines w.e.f. 22nd May, 2018.

Further, your Directors take immense pleasure to announce that your Company got listed for trading in its equity shares on 7th June, 2018 with BSE Ltd. (BSE).

Accordingly, your Company’s Equity Shares are now listed on The National Stock Exchange of India Ltd (NSE) and BSE Ltd. (BSE), both having Nationwide Trading Terminals.

The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to the Stock Exchanges and the depositories.

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: www.dollarglobal.in. 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.

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 201718 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, 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 conflict 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 in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 5 (Five) times in the year 2017-18. The Details of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iii) Composition of Audit Committee:

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

The Audit Committee was re-constituted by the Board of Directors in its meeting held on 12th February, 2018 and Mr. Rajesh Kumar Bubna, Non-Executive Independent Director of the Company was inducted as the member of the Committee. Mr. Binay Kumar Agarwal continues to be the Chairman of the Committee.

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 - K-MGT-9. This information is also available at the website of the Company at www.dollarglobal.in.

v) Risk Analysis:

The Company has in place a mechanism 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 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 entered in the register maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There are no material changes and commitments affecting the financial position of the Company occurred since the end of the financial year 2017-18. However,

(a) The Company has delisted its Equity shares from The Calcutta Stock Exchange Ltd (CSE) under Voluntary Delisting Regulations w.e.f. 22nd May, 2018

(b) Ms. Shashi Agarwal had resigned from the office of the Chief Financial Officer (CFO) of the Company and Mr. Lalit Chand Sharma was appointed as the Chief Financial Officer (Designated as KMP) of the Company in her place, w.e.f. 29th May, 2018.

(c) The Company got listed its equity shares on 7th June, 2018 with BSE Ltd. (BSE).

(d) Mr. Pawan Kumar Agarwal (DIN:01978322), Non-Executive Independent Director has resigned from the office of the Directors w.e.f. 10th August, 2018.

(e) Mr. Sanjay Jhunjhunwalla (DIN: 00233225) has been appointed as Additional Director (Non-Executive Director) in the Board w.e.f. 10th August, 2018.

ix) Subsidiaries, Associates or Joint Ventures:

Your Company has entered into a 50:50 Joint Venture with the Netherlands based Pepe Jeans, Europe BV, by setting up a Joint Venture Company in the name of M/s. Pepe Jeans Innerfashion Private Limited, to manufacture and market in India a premium range of fashion innerwear, loungewear, gym-wear, sleepwear and track suits for adults and kids under the brand name “Pepe Jeans London”. The Joint Venture Company will sell its products in Sri Lanka, Nepal, Bhutan and Bangladesh. Pepe Jeans, Europe, has operations in more than 80 countries. Pepe Jeans Innerfashion Private Limited, the JV, is headquartered in Bengaluru with Suresh Nambiar, who has vast experience in policy making and marketing, as CEO. The JV has started working on designing and sampling products, which are expected to be launched by August, 2018.

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 Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 forms part of this report and attached as Annexure - L.

x) Evaluation of the Board’s 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).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, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board 6 Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. A 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 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 Chairman and the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 12th February, 2018.

The Directors were satisfied with the evaluation 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 read with the Rules made therein and applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (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 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 qualifications, positive attributes and independence of a Director.

xii) Vigil Mechanism (Whistle Blower 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 of 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 have been uploaded on the Company’s website: www.dollarglobal.in and also set out in the Corporate Governance Report attached as Annexure to this Board’s Report.

xiii) Cost Records :

The Company has maintained cost records as specified 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 2017-18 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Significant & Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Company’s operations in future.

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: For and On Behalf of the Board of Directors

‘Om Tower’ , 32, J. L. Nehru Road,

15th Floor, Kolkata - 700 071 Sd/- Sd/-

Vinod Kumar Gupta Krishan Kumar Gupta

Date: 10th August, 2018 Managing Director Whole-time Director

(DIN: 00877949) (DIN: 01982914)

---

Mar 31, 2017

TO THE MEMBERS

The Directors are pleased to present the Annual Report of the Company together with the audited financial statements for the financial year ended 31st March, 2017.

Financial Results: (Rs. in Lakh)

Revenue from Operations	2016-17	2015-16
	89,730.08	82,167.40
Other Income	861.68	826.30
Total Revenue	90,591.76	82,993.70
Profit before Interest, Depreciation &Taxation	10,118.87	7,400.30
Less : Interest	(1,966.76)	(1,936.83)
Depreciation	(1,477.98)	(1,373.32)
Profit Before Tax	6,674.13	4,090.15
Less: Provision for Tax	(2,327.21)	(1,454.77)
Profit After Tax	4,346.92	2,635.38
Add : Balance brought forward from previous year	10,109.64	7,614.08
Proposed Dividend(including Dividend Distribution Tax)	(652.53)	(139.82)
Adjustment relating to Fixed Assets & Gratuity	(145.01)
Balance carried to Balance Sheet	13,659.02	10,109.64

Current Operations

During the financial year, your Company has reported an increase of 9.15% in total revenue and an increase of 65 % in the profit (after tax) compared to the previous financial year despite tough economic conditions. The export too has increased to RS.7,593.54 Lakh against RS.6,934.57 Lakh during the previous financial year.

The Company is now focusing on the premium and super-premium brands and is targeting the aspiring youth of the Country through its super-premium range, Force NXT. It continues to introduce new SKU’s in premium ranges and is continuously upgrading the designs, quality and comfort of its product through R&D process. The Company has also ventured into marketing through Modern Retail Trade (i.e. Large Format Stores and e-commerce platform) in the FY17 and aspires to grow its sales through these channel in the years to come. The management is focusing on a combination of a product portfolio, a long value chain, and enduring brand recall leading to increased sales and customer satisfaction.

Expansion of Activities

The Company has launched a new premium range under the brand Big Boss J series-Premium quality. The product is well accepted by the consumer at large and would contribute sizable chunk to the revenue and profitability of the Company in the coming years.

Dividend

Your Board has recommended a dividend of RS.5/- (previous year RS.1.50) per equity share of RS.10/- fully paid-up (i.e. 50% on the paid-up value of equity shares) on expanded Capital post bonus issue.

Increase in Authorised Share Capital

During the financial year under review, the Authorised Share Capital of the Company was increased from RS.8,00,00,000 (Rupees Eight Crores) divided into 80,00,000 (Eighty Lakh) Equity Shares of RS.10/-(Rupees Ten) each to RS.11,00,00,000 (Rupees Eleven Crores) divided into 1,10,00,000 (One Crore Ten Lakh) Equity Shares of RS.10/- (Rupees Ten) each, which has been approved by the Shareholders in the Annual General Meeting of the Company held on 19th August, 2016.

Issue of Shares

During the financial year under review, the Company has issued 30,98,064 Bonus shares of RS.10/- each in the ratio of 2:5 i.e. in the proportion to two Bonus Shares for every five existing fully paid up Equity Shares held by the shareholders of the Company. The Bonus Shares were allotted on 2nd September, 2016.

Split of Shares

The Board of Directors of the Company has approved split of the face value of 1(one) equity share of RS.10/- each to 5 (five) equity shares of RS.2/- each subject to approval of shareholders in the ensuing General Meeting. Consequently, the Capital clause in the Memorandum of Association will be altered accordingly.

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 or payment of interest thereon during the year.

Amount Transferred to Reserves

The Company has not transferred any amount to the General Reserves.

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 given in the Annexure - A as attached hereto and forming part of this Report.

Corporate Governance

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 complied with the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as 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 of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the Listing Agreement entered by the Company with the Stock Exchange, 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, and D.

Code of Conduct

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Company’s website: www.dollarglobal.in and the declaration to this effect is given in Annexure - E.

Management Discussions & Analysis Report

A report on Management Discussion & Analysis is given as Annexure - F to this report.

Directors & Key Managerial Personnel

i) Resignations:

None of the Directors of the Company has resigned during the year under review.

However, Mr. Vinay Kumar Agarwal (DIN: 00149999) and Mr. Ashok Kumar Goel (DIN: 01982750), Non-Executive Independent Directors of the Company have resigned from the office of Directors w.e.f. 18th April, 2017 and 29th May, 2017, respectively.

ii) Appointments:

There were no appointments in the Board of Directors of the Company during the year under review.

However, Mr. Rakesh Biyani (DIN: 00005806) and Mr. Sunil Mitra (DIN: 00113473) were appointed as Additional Directors (Non Executive-Independent Directors) of the Company with effect from 18th April, 2017 pursuant to Section 149, 152, 160 and 161 of the Companies Act, 2013 and other applicable provisions of the said Act. They have provided declaration of their independence as per Section 149(6) of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the aforesaid Directors would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as Directors of the Company by the Shareholders. Amongst other terms, Mr. Rakesh Biyani and Mr. Sunil Mitra, 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 their appointments have been proposed accordingly.

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, Shri Din Dayal Gupta (DIN : 00885582) Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for reappointment.

iv) Appointment of Whole-time Key Managerial Personnel (KMP):

Ms. Shikha Agarwal, Company Secretary and KMP has resigned from the office w.e.f. 1st April, 2016.

Ms. Shraddha was appointed as Company Secretary and Whole-time Key Managerial Personnel of the Company w.e.f. 1st May, 2016.

There was no further change in KMP during the financial year under review.

However, Mr. Ram Niranjan Purohit, Chief Financial Officer (CFO) of the Company has resigned w.e.f 18th April, 2017 and Ms. Shashi Agarwal was appointed as the Chief Financial Officer (CFO) and Whole-time Key Managerial Personnel of the Company w.e.f 18th April, 2017.

None of the Directors of the Company as mentioned in item no (ii) are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under the provisions of section 184(1) and 149(6) of the Companies Act, 2013, as applicable.

Directors’ Responsibility Statement

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 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 affairs of the Company as at 31st March, 2017 and of the Profit of the Company for the year ended on 31st March, 2017;

3. Proper and sufficient care has been taken, to the best of their knowledge and ability, 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 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 effectively.

Auditors and their Reports

(i) Statutory Auditor:

The Statutory Auditors M/s. Amit Ved Garg & Co., Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2016-17.

As per the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder it is mandatory for the Company to rotate the current Statutory Auditors on completion of maximum term as permitted under the Act. Accordingly, based on the recommendation of Audit Committee, the Board of Directors has appointed M/s. Singhi & Co., Chartered Accountants as Statutory Auditors of the Company to hold office of the Statutory Auditors from the conclusion of the Annual General Meeting of the Company to be held for the financial year 2016-17 till the Sixth Annual General Meeting of the Company subject to the approval of the Shareholders in the Annual General Meeting and ratification in each of the subsequent AGMs. Requisite letter pursuant to Section 139 and 141 of the Companies Act, 2013 from M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), about their consent and eligibility for appointment as the Statutory Auditors of the Company has been received by the Company.

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

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had reappointed Mr. Debabrota Banerjee, Cost Accountant, as the Cost Auditor of the Company for the financial year 2017-18. The Company has received consent and confirmation of eligibility for his reappointment as the Cost Auditor of the Company for the year 2017-18.

(iii) Secretarial Auditor:

The Board had appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the FY17 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as Annexure G - MR-3 to this Board’s Report, which is self-explanatory and hence do not call for any further explanation.

(iv) Internal Auditors

The Board had appointed M/s. Pawan Gupta & Co. Chartered Accountants as the Internal Auditors of the Company to carry out the Internal Audit for the FY17 under the provisions of section 138 of the Companies Act, 2013.

Corporate Social Responsibility (CSR)

CSR Committee constituted under section 135 of the Companies Act, 2013 is functional under the Chairmanship of Shri Din Dayal Gupta. The other members of the CSR Committee are Mr. Vinod Kumar Gupta and Mr. Binay Kumar Agarwal. The 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 H to this Report.

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 - I to this Report, attached hereto.

Company’s Website

The website of your Company, www.dollarglobal.in has been designed to present the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, Directors’ & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been uploaded.

Listing of Securities in Stock Exchanges

The shares of the Company are listed at The Calcutta Stock Exchange Ltd (CSE).

Further, your Directors take immense pleasure to announce that your Company got listed for trading in its equity shares on 21st April, 2017 with The National Stock Exchange of India Ltd. (NSE).

The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to the Stock Exchange and the depositories.

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: www.dollarglobal.in. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company at its meeting in the previous financial year has 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.

Disclosures as per applicable act, Listing Agreement / SEBI (LODR) Regulations, 2015

i) Related Party Transactions:

All transactions entered with related parties during the FY17 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, 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 conflict of interest with the Company at large. Accordingly, disclosure in Form AORS.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 in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 8 (Eight) times in FY17. The Details of the Board Meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Pawan Kumar Agarwal.

However, the Audit Committee was re-constituted by the Board of Directors in its meeting held on 18th April, 2017 and Mr. Binay Kumar Agarwal, member of the Committee was appointed as Chairman w.e.f. 18th April, 2017. Mr. Pawan Kumar Agarwal continues to be the member of the Committee.

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:

The Company has in place a mechanism 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 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 entered in the register maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There are no material changes and commitments affecting the financial position of the Company occurred since the end of the financial year 2016-17.

(a) However, the Company has shifted its registered office from ‘Om Tower, 32, J.L. Nehru Road, 12th Floor, Kolkata - 700 071 to ‘Om Tower, 32, J.L. Nehru Road, 15th Floor, Kolkata - 700 071 w.e.f. 18th April, 2017.

(b) Mr. Vinay Kumar Agarwal and Mr. Ashok Kumar Goel, NonExecutive Independent Directors resigned from the office of Directors w.e.f. 18th April, 2017 and 29th May, 2017 respectively and Mr. Rakesh Biyani and Mr. Sunil Mitra were appointed as Additional Directors (Non Executive-Independent Directors) of the Company with effect from 18th April, 2017 by the Board, would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as Directors of the Company by the Shareholders.

(c) Mr. Ram Niranjan Purohit, resigned from the office of CFO w.e.f. 18.04.2017 and Ms. Shashi Agarwal was appointed as Chief financial Officer (CFO) and Whole-time Key Managerial Personnel (KMP) of the Company w.e.f. 18th April, 2017.

(d) Further, your Company got listed for trading in its equity shares on 21st April, 2017 with The National Stock Exchange of India Ltd. (NSE).

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 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, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific 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 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 Chairman and the Non-Independent Directors were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation 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 read with the Rules made therein, applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges(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 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 qualifications, positive attributes and independence of a Director.

xii) Vigil Mechanism (Whistle Blower 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 of 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 have been uploaded on the Company’s website: www.dollarglobal.in and also set out in the Corporate Governance Report attached as Annexure to this Board’s Report.

Industrial Relations

The industrial relation during the FY17 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

Significant & Material orders passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company’s Operations in Future

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Company’s operations in future.

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.

By Order of the Board of Directors

For Dollar Industries Limited

Sd/- Sd/-

Vinod Kumar Gupta Krishan Kumar Gupta

Date: 29.05.2017 Managing Director Whole-time Director

(DIN: 00877949) (DIN: 01982914)

Registered Office:

‘Om Towers’ 15th Floor

32, J. L. Nehru Road, Kolkata - 700 071

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Mar 31, 2015

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 31^st 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 14^th 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 31^st 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)

---

Mar 31, 2014

Directors’ Report To The Members

The Directors hereby present the Annual Report and the Audited Accounts for the year ended 31st March, 2014.

(Rs, in lac)

FINANCIAL RESULTS:	2013-14	2012-13
Sales	68892.61	57947.21
Other Income	335.22	310.99
Profit before interest, depreciation & taxation	4354.73	4228.33
Less: Interest	1410.78	1565.95
Depreciation	884.51	1004.12
Profit Before Tax	2059.44	1658.26
Less Provision for Tax	687.49	540.79
Profit After Tax	1371.95	1117.47
Add: Balance brought forward from previous year	4434.03	3424.58
Less: Proposed Dividend (Including Dividend Distribution Tax)	135.02	108.02
Balance carried to Balance Sheet	5670.96	4434.03

CURRENT OPERATIONS

During the financial year, your Company has reported an increase of 18.89% in turnover and an increase of 22.77% in the net profit compared to the previous financial year despite tough economic conditions. The export too has increased to Rs, 6141.11 lac against Rs, 4652.13 lac during the previous financial year. The Company designs the products keeping in view the needs and preferences of its customers with 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

Your Board has recommend a dividend of ^1.50 (previous year: Rs, 1.20) per equity share of Rs, 10/- fully paid-up (i.e. 15% on the paid-up value of equity shares).

ISSUE OF SHARES

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

EXPANSION OF ACTIVITIES

The setting up of a processing unit in Tamil nadu was started in the fiscal 2012-13. The Unit is commissioned successfully and commercial production has started during August, 2014.

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 is in advance stage . Orders for machinery has been placed and will be operational during last quarter of current year.

The company is planning to establish stitching unit for manufacture of high quality garments in Kolkata. The cost of project is around 7.00 crores.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Din Dayal Gupta, Director of the Company who retire by rotation, being eligible, offer himself for re-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges & the provisions of Sections 149,152 of the Companies Act, 2013 and the Rules framed there under and read with Schedule IV to the said Act, the Board has proposed to appoint Mr. Binay Kumar Agarwal, Mr. Ashok Kumar Goel and Mr. Pawan Kumar Agarwal as the Independent Directors in the Company for a period of five years till 31st March, 2019. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49.

Mr. Rakesh Agarwal has resigned from the office of the Directors of the Company w.e.f. 14th December, 2013. The Board place on record his valuable services rendered in the growth of the Company during his tenure as a Director of the Company. Mr. Binay Kumar Agarwal was appointed as an independent Director to fill up casual vacancy caused by his resignation.

COMPANYSECRETARY

Ms. Srishtee Sinha, Company Secretary of the Company has resigned from the office w.e.f. 1 st November, 2013 and Mr. Adinath Banerjee, was appointed as a Company Secretary of the Company w.e.f. 1.11.2013 in her place.

Unfortunately, Mr. Adinath Banerjee has expired on 1st August, 2014. The Board noted his sad demise and place on record the valuable services rendered by him during his tenure as a Company Secretary of the Company.

AUDITORS

M/s. Amit Ved Garg & Co., Chartered Accountants, Statutory Auditors of the Company holds office up to the conclusion of the ensuing Annual General Meeting (AGM). The Company has received a letter pursuant to Section 139 and 141 of the Companies Act, 2013 from the Auditors about their consent and eligibility for appointment as the statutory auditors of the Company, to hold office for consecutive 3 (Three) AGM from the conclusion of this AGM, subject to ratification of such appointment by the members at every AGM held hereafter.

AUDITORS’REPORT

The notes to the Accounts referred to the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS’RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review, that;

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2(J14and of the profit of the Company for the yearended on 31 st March, 2014;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing, and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed at The Calcutta Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to both the Stock Exchanges and depositories.

CORPORATE GOVERNANCE

The Company has been pro-active in following the principles and practices of good corporate governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Mr Santosh Kumar Tibrewalla, Practicing Company Secretary regarding Compliance of conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure-B, C, D and E which form part of this Report.

VIGIL MECHANISM

The Company has established Vigil Mechanism for Directors and employees to report their genuine concerns and provide adequate safeguard against their victimization as provided in Section 177 of the Companies Act, 2013 and rules made there under.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conductor Prevention of Insider Trading.

PARTICULARS OF EMPLOYEES

In view of no employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act, 1956 or in the rules made pursuant to the same, during the Financial Year under review, particulars of the employees pursuant to said provisions are not required to be given.

INDUSTRIAL RELATIONS

The industrial relation during the year 2013-14 had been cordial. The Directors take on record the dedicated sen/ices and significant efforts made by the Officers, Staff and Workers towards the progress of the Company.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

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 Industries Limited

Kolkata - 700 071 sd/-

Din Dayal Gupta

Date: 14.08.2014 Chairman

(DIN:00885582)

---

Mar 31, 2013

Directors’ Report

DIRECTORS'' REPORT TO THE MEMBERS

The Directors hereby present the Annual Report and the Audited Accounts for the year ended 31st March. 2013.

( Rs.In lacs)

FINANCIAL RESULTS:	2012-13	2011-12
Sales	57047.21	45354.31
Other Income	310.99	154.49
Profit before interest, depreciation & taxation	4228.33	3641.20
Less: Interest	1505.95	1449.95
Depreciation	1004.12	911.23
Profit Before Tax	1656.26	1280.02
Less: Provision. For Tax	540.79	400.66
Profit After Tax	1117.47	B79.35
Add: Balance brought forward from previous year	3424.53	2635.25
Less : Proposed Dividend (Including Dividend Distribution Tax)	10B.02	90.02
Balance carried to Balance Sheet	4434.03	3424.58

CURRENT OPERATIONS

During the financial year, your Company has reported an increase of 27.77% in turnover and an increase of 27.06% In I he net profit compared to the previous financial year despite laugh economic conditions. The export too has increased to Rs.4652.13 lacs against Rs.3341.79 lacs during the previous financial year. The Company has been consistently showing improved results by understanding the customer needs and preferences for design, quality and comfort to meet the ever- changing market requirements. Considering the above situation the management of the Company expects a good volume of growth in coming years.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1 .20 f previous year: Rs 1/-)per equity share of TD/- fully paid-up (i.e. 12% on the paid-up value of equity shares}.

ISSUE OF SHARES |

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

EXPANSION OF Activities

During the year 3 knitting machines were added at Agarpara Unit of the Company.

The Company has acquired land 4 building for setting up a processing unit in Tamilnadu Installation of machineries and addition to building is undergoing in full swing. The Company has incurred a sum of Rs.4.00 crores till date.

The Company is also planning to increase n the capacity of its existing Spinning mill by adding 6000 spindles. It would

increase yam production from 9.23 ton to 11.73 ton per day. The cost of the project is ex peeled to be 19.00 ewes.

During the year 4th wind mill of the capacity of 850MW of the Company has started production The Company has incurred a sum of Rs. 5.37 crores to set up this wind mill.

DIRECTORS

According to provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rakesh Agarwal Mr, Ashok Kumar Gupta and Mr. Binay Kumar Gupta. Directors of the Company retire by rotation in the ensuing Annual General Meeting anti being eligible offered themselves for re-appointment

AUDITORS

Yours company ‘s statutory Auditors. M/s. Amit Ved Gang & Co., Chartered Accountants, Kolkata. retire at the conclusion of the ensuing Annual General Meeting. Mis. AmilVed Gang & Co. have sought the re-appointment and have confirmed that their re-appointment, if made, shall be within the limits laid down under section 224(1 B) of the Companies Act. 1956.

AUDITORS'' REPORT

The notes to me Accounts referred to the Auditors Report are self explanatory anti therefore, do not call for any further comments.

DIRECTORS'' RESPONSIBILITY STATEMENT

We. the Director of the Company, hereby confirm, pursuant to provisions of section 217 (2M) of the Companies Act, 1956, in respect of financial year under review, that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

hi the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view if the state of affairs of the Company as at 31 st March ,2013 and of profit of the Company tor the year ended on 31 st March, 2013;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in '' accordance with the provisions of the Companies Act 1 &56 for safeguarding the assets of the Company and for

preventing, and detecting fraud and other irregularities.

iv) the Directors have prepared the annual accounts on a going concern basis.

TRADING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed at The Calculate Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Company is registered with both NSDL &CDSL for holding (he shares in dematerialized form and open for trading. The Company has paid Listing Fees to both the Shock Exchanges and depositories.

CORPORATE GOVERNANCE

The Company has been pro-active in lolloping the principles and practices of good corporate governance. As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla. Practicing Company Secretary regarding Compliance of conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure - B, C, D and E which form part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terns of the Securities and Exchange Board of India {Prohibition of Insider Trading) Regulations, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading,

PARTICULARS OF EMPLOYEES

In view or no employee of the Company having drawn remunerate as prescribed in Section 217 (24) of the Companies Act, 1956 in the rules made pursuant to the same, during the Finance Year under review, particulars of the employees pursuant to said provisions are not required to be given,

INDUSTRIAL RELATIONS

l he industrial relation duffer the year 2012-13 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers, Staff and Workers towards the progress of the Company

ENERGY, TECHNOLOGY 8 FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) of [he Companies Act, 1956 read with toe Companies (Disclosure of Particulars n ;he report of Board of Directors} Rules_; 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given in the Annexure -A, which forms part of this report.

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 with 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 Industries Limited

Kolkata - 700 071

Date: 14.08.2013 Din Dayal Gupta

Chairman

---

Mar 31, 2012

Directors’ Report

The Directors hereby present the Annual Report and the Audited Accounts for the year ended 31st March 2014.

Rs, in lacs)

FINANCIAL RESULTS :	2011-12	2010-11
Sales	45354 .31	39583.18
Other Income	257.75	340.30
Profit before interest, depreciation & taxation	3641.20	2445.40
Less : Interest	1449. 95	749.26
Depreciation	911.23	517.06
Profit Before Tax	1280.02	1179.08
Less : Provision tor fax	400.68	400.04
Profit After Tax	879.34	779.04
Add.: Balance brought forward from previous year	2635.25	1946.53
Less : Proposed Dividend (Including Dividend Distribution Tax)	90.02	90.32
Balance carried to Balance Sheet	3424.57	2635.25

CURRENT OPERATIONS

Your Company during the year has achieved a turnover of Rs. 45354.31 lacs compared to Rs.39583. lacs showing an increase of 14 58% over the previous financial year and has earned a net profit of Rs. 879.34 lacs compared to Rs. 779.lacs resulting in increase of 12.87% over the previous year The export too has increased to Rs.3341.79 lacs against Rs. 2375.88 lacs during the previous financial year. The products of the company well received globally due to the improved quaiity of the products of the Company. The Company designs/ changes its products as per the preferences / likings of the consumers It gives impetus in maintaining growth of the Company. The Company has been consistently showing improved results by understanding the customer needs and preferences for design, quality and comfort to meet the ewer-changing market requirements.

DIVIDEND

Your Directors are pleased lo recommend a dividend nt Rs.1/- (previous year: Rs.1/=) per equity share of Rs.10/- fully paid-up (i.e. 10% on the paid-up face value of equity shares).

ISSUE OF SNARES

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

EXPANSION OF ACTIVITIES

During the year, the Company has installed 9 (nine) Knitting machines resulting into in-house knitting of cloth. The Company has also increased the capacity of its spinning mill at Vedasandur. Dindigul by increasing the number to spindles from 18.118 to 21,984 Spindles. The Company is also in the process of setting up a processing unit in Tamilnadu for capital expenditure of 25 crores approx, haying a daily production capacity of about 10 Metric Tonnes per day.

DIRECTORS

According to provisions of the Companies Act. 1956 and Articles of Association of the Company. Mr. Bajrang Lal Gupta. Mr.Krishan Kumar Gupta and Mr.Pawan Kumar Agarwal, Directors of the Company retire by rotation h the ensuing Annual general Meeting and being eligible offered themselves for re-appointment.

Mr Baireng Lal Gupta, Mr. Binay Kumar Gupta, Mr. Krishan Kumar Gupta are re-appointed as Whole-Time Directors and Mr. Vinod Kumar Gupta reappointed as Managing Director of the Company w,e,f lst December by the Board, subject to the approval of Shareholders in the ensuing Annual General Meeting,

AUDITORS

Yours Company''s Statutory Auditors, M/s. Amit Ved Garg & Co., Chartered Accountants, Kolkata. retire at the conclusion of the ensuing Annual General Meeting. M/s. Amit Ved Garg & Co. have sought the re- appointment and nave confirmed that their re-apartment, if made, shall be within the limits land down under section 224(1 B) of the Companies Act 1956.

AUDITORS^’ REPORT

The notes to the Accounts referred to the Auditors Report are self explanatory and therefore, do not call for any further comments.

DIRECTORS’ RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to provisions of section 217 (2AA) of the Companies Act. 1956, in respect of financial year under review, that:

i) in the preparation of the Annual Accounts. the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2012 and of the profit of the Company for the year ended on 31 st March, 2012;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and lor preventing, and detecting fraud and other irregularities.

^:v) the Directors have prepared the annual accounts on a going concern basis.

TRADING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are listed at The Calcutta Stock Exchange Ltd. and Jaipur Stock Exchange Ltd. The Company is registered with both NSDL &CPSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to both the Stock Exchanges and depositories.

CORPORATE GOVERNANCE

The Company has been pro-active in following the principle and practices of good corporate governance. As required under Clause 49 of the Listing Agreement with the Stock exchanges, a report. on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla ,Practicing Company Secretary regarding Compliance of conditions of Corporate Governance, Management Discussion & Analysis Report and certification by CEO & CFO are given as Annexure - B, C, D and E which form part of this Report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 1992 your Company has adopted the Code of Conduct for Prevention of Insider Trading

PARTICULARS OF EMPLOYEES

In view of no. of employee of the Company having drawn remuneration as prescribed in Section 217 (2A) of the Companies Act.1956 or in the rules made pursuant to the same, during the Financial Year under review particulars of the employees pursuant to said provisions are not required to be given.

INDUSTRIAL RELATIONS

The industrial relation during the year 2011-12 had been cordial. The Directors take on record the dedicated services and significant efforts made by the Officers. Staff and workers towards the progress of the Company.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Information in accordance with the provisions of Section 217(1) (e) or the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given m the Annexure –A, which forms part of this report.

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 tear work, exemplary professionalism and enthusiastic contribution during the year.

Registered Office: By Order of the Board of Directors

32, J. L, Netiru Road For Dollar Industries Limited

Kolkata- 700 071 Din Dayal Gupta

Date: 30th August, 2012 Chairman