AFFLUENCE

DOLLAR INDUSTRIES LIMITED
                         CIN: L17299WB1993PLC058969
  ‘OM TOWER’, 32, J. L. NEHRU ROAD, 12TH FLOOR, KOLKATA – 700071.
           Phone No. – 033-2288 4064/66, Fax – 033-2288 4063,
  Email : investors @dollarinternational.com.Website : www.dollarinternational.com
_______________________________________________________________________________

DIRECTORS’ REPORT TO THE MEMBERS

Your Directors hereby present the Annual Report and the Audited Accounts for the year ended 31st March, 2015.
      ( Rs. in lac )
FINANCIAL RESULTS:                2014-15       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        1410.78      
 Depreciation             1136.78         884.51      
Profit Before Tax                        3077.51       2059.44      
Less : Provision for 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 anincrease of 41.74% in the net profit compared to the previous financial year despite tough economic conditions. The export too has increased to 6055.37 lac against Rs.Rs.6141.11 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
Keeping in view the additional requirements of funds for working capital requirements & other 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 Tamil nadu is commissioned successfully and commercial production has started during August, 2014. For this year total 154328 kg of fabric has been processed.

The CompanyRs.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.

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 requirements of revised Clause 49 of the Listing Agreement 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 Companies Act, 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, D, F.

MANAGEMENT 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 or payment of interest thereon during the year.

DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointments:

Mr. Vinay Kumar Agarwal (DIN 00149999) has been appointed as an Additional Director (Non Executive-Independent Director) of the Company with effect from 31st March, 2015 pursuant to Section 161 of the Companies Act, 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 Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the aforesaid Director would hold the office of Directors upto 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.

Mrs. Deepshikha Rakesh Agarwal (DIN 07143252) has been appointed as an Additional Director (Non Executive-Independent Director) of the Company with effect from 31st March, 2015 pursuant to Section 161 of the Companies Act, 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 her 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 Director would hold the office of Directors upto 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 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 her appointment has been proposed accordingly.


Mr. Rajesh Kumar Bubna (DIN 00468038) has been appointed as an Additional Director (Non-Executive Independent Director) of the Company with effect from 14th 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 Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the aforesaid Director would hold the office of Directors upto 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 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.

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

Pursuant to the provisions of Section 161 of the Companies Act, 2013 and rules made thereunder, the aforesaid Director would hold the office of Directors upto the date of ensuing Annual General Meeting of the Company unless appointed as a Director of the Company by the Shareholders. Hence his appointment has been proposed accordingly.
Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Mr. Bajrang Lal Gupta (DIN 01783906), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.



Appointment of Wholetime- Key Managerial Personnel (KMP) :
Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013,the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 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 :
Mr. Vinod Kumar Gupta - Managing Director.
Mr. R.N. Purohit – Chief Financial Officer.
Ms. Shikha Agarwal – Company Secretary & Compliance Officer.

No KMP 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 1st August, 2014 and accordingly ceased to be KMP.

None of the Directors of the Company as mentioned in item nos (i), (ii) & (iii) 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 provisions of section 184(1) & 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, 2015 and of the Profit of the Company for the year ended on 31st March, 2015 ;

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 affectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013 and the relevant Rules, the Board has constituted the CSR Committee under the Chairmanship of Shri Din Dayal Gupta. The other members of the CSR Committee are Mr. Vinod Kumar Gupta & 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 G to this Report.



AUDITORS AND THEIR REPORTS

Statutory Auditor:
The Statutory Auditor 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, subject to ratification by the shareholders in every AGM. Accordingly, the Board on recommendation of Audit committee has proposed for ratification of their 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.

Cost 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.

Secretarial Auditor:
The Board has appointed Mr. Santosh Kumar Tibrewalla, Practising 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 furtherexplanation.

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.

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 the depositories. Jaipur Stock Exchange has since been de-recognised by SEBI vide its order passed on 24th March, 2015. Accordingly, it is deemed that the shares of the 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 force and the same has been placed on the Company’s website: www.dollarinternational.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: www.dollarinternational.com. 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 their meeting held on 30th 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 ACTAND LISTING AGREEMENT:

Related Party Transactions:
All transaction entered with related parties during the f.y. 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, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the listing agreement 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.


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 Report, attached as Annexure to this Board’s Report.


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

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.

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.


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.

Loans, Guarantees and Investments:
During the year under review, your Company has invested and deployed its surplus funds in Securitieswhich 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.

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.

Subsidiaries, Associates or Joint Ventures:
Your Company does not have any subsidiaries, associates or joint ventures, during the year under review.

Evaluation of the Board’s Performance:
During the year under review, the Board, in compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, has adopted a 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 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 separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

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 the Listing Agreement 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 followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board’s Report:

Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.
Remuneration payable to the Directors, KMPs and Senior Management Executives.
Evaluation of the performance of the Directors.
Criteria for determining qualifications, positive attributes and independence of a Director.

Vigil Mechanism (Whistle Blower Policy):
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 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 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.dollarinternational.com 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 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.

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.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS 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 Industries Limited
Kolkata - 700 071
                       sd/-
            Din Dayal Gupta  
Date:14.08.2015                                                  Chairman
                                                       (DIN: 00885582)





































Annexure to the Directors’ Report
ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

  Particulars pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of Companies (Accounts) Rules, 2014:

Conservation of Energy -

(i) Steps taken or impact on conservation of energy

The Company is fully utilizing the power units generated in its own windmills. However, the manufacturing process of the products of the Company is not power intensive except its spinning and elastic divisions. The Company always put its endeavors to save energy, wherever possible. 

(ii) Steps taken by the Company for utilizing alternate sources of energy

The CompanyRs.s all the 4 wind mills are fully operational during this year.


(iii) Capital investment on energy conservation equipments

   Not ascertainable.

Technology Absorption -

Efforts made towards technology absorption                   :     N.A.
Benefits derived like product improvement, cost reduction        :     N.A.     
product development or import substitution.          
      
(iii) In case of imported technology (imported during the last three       }
   years reckoned from the beginning of the financial year)-       }
Details of technology imported             }    N.A.
Year of import             }
Whether the technology been fully absorbed            }
If not fully absorbed, areas where absorption has not taken }
place, reasons thereof: and                          }


the expenditure incurred on Research and Development

The Company itself is not carrying out any R & D. However, the Hosiery Research Association has undertaken such activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO 
The Foreign exchange earned in terms of actual cash inflows during the year and the Foreign exchange outgo during the year in terms of actual outflows is as follow –
                            
                                                  2014-15         2013-14
                                                      (Rs.in lacs)      (Rs.in lacs)   
    Total Foreign Exchange Used and Earned :
Earned (F.O.B.)    5709.00        5889.00
       Used                                  2953.00        2214.00
   


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: 14th August, 2015                          Chairman
                                                         (DIN: 00885582)

















































ANNEXURE “B” TO THE DIRECTORS’ REPORT

CORPORATE GOVERNANCE

The Company in terms of Clause 49 of the Listing Agreement with the Stock Exchanges the Company has adopted practice of Corporate Governance for ensuring and protecting the rights of its shareholders by means of transparency, integrity, accountability and checks at the different levels of the management of the Company.
BOARD OF DIRECTORS

The composition and category of Directors :
____________________________________________________________________________
Category Name of the Directors
   _____________________________________________________________________________

   Non – Executive Director - Promoter - Chairman Mr. Din Dayal Gupta
   Executive – Managing Director - Promoter Mr. Vinod Kumar Gupta
   Executive – Whole Time Director - Promoter Mr. Bajrang Lal Gupta
   Executive – Managing Director - Promoter Mr. Binay Kumar Gupta
   Executive – Whole Time Director - Promoter Mr. Krishan Kumar Gupta
   Executive – Whole Time Director-Non- Promoter Mr. Gopalakrishnan Sarankapani#
   Non – Executive Director – Independent Mr. Pawan Kumar Agarwal
   Non – Executive Director – Independent Mr. Ashok Kumar Goel
   Non – Executive Director – Independent Mr. Binay Kumar Agarwal
   Non – Executive Director – Independent Mr. Vinay Kumar Agarwal*
   Non – Executive Director – Independent Mrs. Deepshikha Rakesh Agarwal*
   Non – Executive Director – Independent Mr. Rajesh Kumar Bubna#


   ____________________________________________________________________________
*Mr. Vinay Kumar Agarwal and Mrs. Deepshikha Rakesh Agarwal were appointed at the office of the Board of Directors of the Company w.e.f. 31.03.2015.
# Mr. Gopalakrishnan Sarankapani and Mr. Rajesh Kumar Bubna were appointed at the office of the Board of Directors of the Company w.e.f. 14.08.2015.


The appointment of all the Independent Directors who were in the Company at the time of Commencement of the new Companies Act, 2013, has been confirmed by the shareholders in the previous Annual General Meeting of the Company held on 29th September, 2014 for a term of consecutive five years i.e upto 31st March, 2019 and they shall not be liable to retire by rotation. They meet all the criteria’s as provided in Companies Act, 2013 and Clause 49 of the Listing Agreement. The appointment letters issued to every Independent Directors sets out their roles, responsibilities, fiduciary duties in the Company and the expectation of the Board from them along with other terms of their appointment.

They have taken active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play critical role on strategic issues, which enhances the transparency and add value in the decision making process of the Board of Directors.

The Company in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, has taken initiatives to familiarize its Independent Directors (IDs) with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programs posted on the website of the Company: www.dollarinternational.com

The Board has carried out performance evaluation of Independent Directors and recommended to continue the term of their appointment.

Attendance of each Director at the Annual General Meeting and Number of other Directorship and Chairmanship/ Membership of Committee of each Director in various Companies :
____________________________________________________________________________
Name of the                Attendance     Number of other Directorship and
Director               Particulars      Committee membership/Chairmanship
 
   Board   Last AGM    Other    Committee   Committee                                                                                  Meetings            Directorship* Membership  Chairmanship       
____________________________________________________________________________
  
   Mr. Din Dayal Gupta      14      Present  -      2 1
   Mr. Vinod Kumar Gupta      16 Present  1      3 1
   Mr. Bajrang Lal Gupta      6     Present    -      1 1
   Mr. Binay Kumar Gupta      7 Present  -      - -    
   Mr. Krishan Kumar Gupta     16 Present  -      1 -
   Mr. Pawan Kumar Agarwal     9  Present       -      3 1
   Mr. Ashok Kumar Goel      10      Present        -      2 1
   Mr. Binay Kumar Agarwal     10      Present       3         3             -
   Mr. Vinay Kumar Agarwal*    1         -         -          -             -                                                       
   Mrs. Deepshikha Rakesh                                                      
       Agarwal*               1        -.         -         -             -         
_______________________________________________________________________________
(*) Excludes Directorships in Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013.

*Appointed w.e.f. 31.03.2015.

During the year 2014-15, 17 (Seventeen) Board meetings were held on 10.4.2014, 14.5.2014, 30.5.2014, 23.7.2014, 6.8.2014, 14.8.2014, 29.9.2014, 10.10.2014, 14.11.2014, 26.11.2014, 28.11.2014, 14.2.2015, 22.2.2015, 25.2.2015, 9.3.2015, 12.3.2015 and 31.3.2015. The gap between any two consecutive meetings did not exceed one hundred and twenty days in terms of the Listing Agreement with the Stock Exchange.

Separate Meeting of the Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the Listing Agreement, the Company has facilitated holding of a separate meeting of the Independent Directors, which held on 14th February, 2015, and inter alia has reviewed : -

the performance of non-independent Directors and the Board as a whole ;
the performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors ; and
assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.



CODE OF CONDUCT :

The Company has framed Code of Conduct for all the Board Members, Key Managerial Personnel and other Senior Executives of the Company who have affirmed compliance with the same as on 31st March, 2015. Duties of the Independent Directors have suitably been incorporated in the code. The Code is displayed on the Company's website: www.dollarinternational.com. A declaration signed by the CEO is annexed as Annexure ‘E’.

In pursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992 (as amended), the Board has approved the 'Code of Conduct for prevention of Insider Trading' and entrusted the Audit Committee to monitor the compliance of the code. The Board at its meeting held on 30th May, 2015 has approved and adopted the SEBI (Prohibition of Insider Trading) Regulations, 2015 relating to the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

Whistle Blower (Vigil Mechanism) Policy :

As per the requirements of the Companies Act, 2013 and the revised Clause 49 of the Listing agreement, the Company had established a mechanism for employees to report concerns for unethical behavior, actual or suspected fraud, or violation of the code of conduct or ethics. It also provides for adequate safeguards against the victimization of employees who avail the said mechanism. This policy also allows the direct access to the Chairperson of the Audit Committee. The Audit Committee is committed to ensure the flawless work environment by providing a platform to report any suspected or confirmed incident of fraud/ misconduct.

AUDIT COMMITTEE :

The Audit Committee was entrusted with review of quarterly and annual financial statements before submission to the Board, review of observations of auditors and to ensure compliance of internal control systems authority for investigation and access for full information and external professional advice for discharge of the functions delegated to the Committee by the Board. Mr. Pawan Kumar Agarwal is the Chairman of the Committee. All the members of the Committee are financially literate.
The scope of the audit committee, inter alia, includes:
Review of the Company’s financial reporting process, the financial statements and financial/risk management policies ;
Review of the adequacy of the internal control systems and finance of the internal audit team ;
Discussions with the management and the external auditors, the audit plan for the financial year and joint post-audit and review of the same.
Recommendation for appointment, remuneration & terms of Appointment of Auditors, etc.

During the period under review 4 (Four) Audit Committee meetings were held on 30.05.2014, 14.08.2014, 14.11.2014 and 14.02.2015. The composition of the Audit Committee and attendance of its meetings are given below:
______________________________________________________________________________
Constitution       No. of Meetings  Attended
    held
______________________________________________________________________________

Mr. Pawan Kumar Agarwal – Non-Executive – Independent –Chairman 4 4

Mr. Vinod Kumar Gupta - Executive – Promoter 4 4

Mr. Binay Kumar Agarwal – Non-Executive – Independent            4           4
______________________________________________________________________________
Mr. Adinath Banerjee, Company Secretary was the Secretary if the Committee till 1st August, 2014.

Ms. Shikha Agarwal, Company Secretary of the Company, is the Secretary of the Committee w.e.f 1st December, 2014.

The Audit Committee meetings are usually held at Company’s Registered Office and attended by members of the Committee, other Accounts Heads and Unit Heads. Representative of the Statutory Auditors are also invited to the same as required.
Terms of reference :

The present terms of reference / scope and function of the Audit Committee are as follows:

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
Changes, if any, in accounting policies and practices and reasons for the same
Major accounting entries involving estimates based on the exercise of judgment by management
Significant adjustments made in the financial statements arising out of audit findings
Compliance with listing and other legal requirements relating to financial statements
Disclosure of any related party transactions
Qualifications in the draft audit report
Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the company with related parties;
Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
Discussion with internal auditors of any significant findings and follow up there on;
Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
To review the functioning of the Whistle Blower mechanism;
Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
Examining the financial statement and the auditor’s report thereon;
Monitoring the end use of funds raised through public offers and related matters;
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
To review -
Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions, submitted by management;
Management letters/letters of internal control weaknesses issued by the Statutory  Auditors;
Internal audit reports relating to internal control weaknesses, etc.
Secretarial audit report relating to suspected fraud or irregularity or a failure of compliance of any legislation.

The Audit committee is empowered to investigate any activities within its terms of reference, seek information from employees, obtain outside legal or other professional advice or secure attendance of outside experts of relevant field as and when necessitated. The Audit Committee also reviews such matters as referred to it by the Board.

MANAGERIAL REMUNERATION :
Nomination & Remuneration Committee:

During the year under review 3 (Three) meeting of the Remuneration Committee was held on 14.8.2014, 14.11.2014 & 31.3.2015.
   ____________________________________________________________________________
    Constitution               No. of Meetings   Attended
           held
   _____________________________________________________________________________
   Mr. Ashok Kumar Goel – Non-Executive – Independent – Chairman   3            3
   Mr. Binay Kumar Agarwal – Non-Executive – Independent          3            3 
   Mr. Pawan Kumar Agarwal – Non-Executive – Independent       3 3
  ___________________________________________________________________________

Remuneration Policy:

The Company follows the policy to fix remuneration of Managing & Whole Time Directors by taking into account the financial position of the Company, trend in the industry, qualification, experience, past performance and past remuneration of the respective director in the manner to strike a balance between the interest of the Company and its shareholders.


Remuneration to Directors: 

The statement of the remuneration paid /payable to the Managing /Whole-time /Executive Directors and Sitting Fees paid/ payable to Non-Executive Directors is given below:-
  Name of Directors     Remuneration paid/payable for   Service Contract
     2014-15 
      Salary   Benefits  Sitting     Pay per      Period   Effective
       (Rs)    (Rs)     Fees(Rs)  month(Rs)             from
______________________________________________________________________________
  Mr. Din Dayal Gupta --     --        --     ---    ----   ----
  Mr. Vinod Kumar Gupta  2400000/-   -- --    200000/-  5 years    1.12.2012
  Mr. Bajrang Lal Gupta    1800000/-   --        --    150000/--   5 years    1.12.2012 
  Mr. Binay Kumar Gupta  2400000/-   -- --    200000/-  3 years    14.2.2014
  Mr. Krishan Kumar Gupta 1800000/-   -- --    150000/-   5 years    1.12.2012
  Mr. Pawan Kumar Agarwal  --     --        --     ---    ----   ----
  Mr. Ashok Kumar Goel     --     --        --     ---    ----   ----
  Mr. Binay Kumar Agarwal  --     --        --     ---    ----   ----
  Mr. Vinay Kumar Agarwal  --        --        --        ---         ----        ----           
  Mrs. Deepshikha Rakesh   --        --        --         ----       ----        ----                                                      
       Agarwal

______________________________________________________________________________

Notes: 1. The appointment/ agreement of all Managing /Executive /Whole-time Directors can be         terminated by giving three months notice by either party.
       2. The non-executive Directors have waived all their sitting fees till 31st March, 2015.
Terms of reference

The terms of reference of the Nomination & Remuneration Committee are as follows:

To identify persons who are qualified to become Directors and who may be appointed in the Senior management in accordance with the criteria laid down and to recommend to the Board their appointment, terms of appointment and/or removal;

To formulating a criteria for determining the qualification, positive attitudes, independence of a Director and evaluation of Independent Directors and the Board;

To evaluate every Directors performance;

To recommend to the Board a policy, relating to the remuneration for the Directors, key managerial persons and other employees;

To ensure that the level of composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

To ensure that the relationship of remuneration to performance is clear and meets the appropriate performance benchmarks;

To ensure that the remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals;

To devise a policy on Board diversity.

To Carry out any other function as is mandated by the Board of Directors of our Company or prescribed by the Listing Agreement, as amended, from time to time ;

To invite any employee or such document as it may deem fit for exercising of its functions;

To obtain such outside or professional advice as it may consider necessary to carry out its duties.

Policy for evaluation of Independent Directors and the Board:

The following criteria may assist in determining how effective the performances of the Directors have been:
Leadership & Managerial abilities.
Contribution to the corporate objectives & plans.
Communication of expectations & concerns clearly with subordinates.
Obtaining adequate, relevant & timely information from external sources.
Review & approval of strategic & operational plans of the Company, its objectives and budgets.
Regular monitoring of corporate results against projection.
Identification, monitoring & mitigation of significant corporate risks.
Assessment of policies, structures & procedures followed in the Company and their significant contribution to the same.
Direct, monitor & evaluate KMPs, senior officials.
Regularity in attending meetings of the Company and inputs therein.
Review & Maintenance of corporation’s ethical conduct.
Ability to work effectively with rest of the Board of Directors.
Commitment to the promotion of equal opportunities, health and safety in the workplace.

SHARE TRANSFER COMMITTEE
The Share Transfer Committee comprised of Mr. Bajrang Lal Gupta, Mr. Krishan Kumar Gupta and Mr. Ashok Kumar Goel. Mr. Bajrang Lal Gupta is the Chairman of the Committee. Mr. Adinath Banerjee was Secretary & Compliance Officer of the Committee till 1st August, 2014. Ms. Shikha Agarwal was appointed as the Secretary & Compliance Officer of the Committee w.e.f 1st December, 2014.
The Share Transfer Committee meet as and when required and is entrusted with Transfer / transmission of shares, issue of duplicate share certificates, change of name / status, transposition of names, sub-division / consolidation of share certificates, dematerialisation / rematerialisation of shares, etc.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee presently comprises of Mr. Vinod Kumar Gupta, Mr. Din Dayal Gupta and Mr. Pawan Kumar Agarwal. Mr. Vinod Kumar Gupta is the Chairman of the Committee.
Stakeholders Relationship Committee look into redressing of shareholder’s and investors grievances like transfer of Shares, non receipt of Balance Sheet, etc.
Mr. Adinath Banerjee was Secretary of the Committee till 1st August, 2014. Ms. Shikha Agarwal was appointed as the Secretary & Compliance Officer of the Committee w.e.f 1st December, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Corporate Social Responsibility Committee was constituted by a meeting of Board of Directors held on 14th August, 2014. The CSR Committee is responsible for compliance of its scope mentioned in its term of reference in relation to CSR affairs and shall monitor the implementation of approved CSR policy and shall meet periodically, to review & ensure orderly and efficient execution of the CSR project, programs or activities and issue necessary direction pertaining to it. The CSR Committee presently comprises of Mr. Din Dayal Gupta, Mr. Vinod Kumar Gupta, Mr. Binay Kumar Agarwal. Mr. Din Dayal Gupta is the Chairman of the committee.

Mr. Adinath Banerjee was Secretary of the Committee till 1st August, 2014 thereafter Ms. Shikha Agarwal, the Company Secretary, was appointed as the secretary to the CSR Committee w.e.f 1st December, 2015.

Terms of reference
To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy related to the CSR activities to be undertaken by the Company as provided in the Schedule VII and any other related provisions, if any, of the Companies Act, 2013 and the rules made there under.
To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.
To monitor the implementation of the framed CSR Policy.
To recommend the amount of expenditure to be incurred on the CSR activities as per the requirement of the Companies Act, 2013 and the rules made there under.
To carry out such other functions as may from time to time, be authorized by the Board and/or required by any Statutory Authority, by the way of amendment and/or otherwise, as the case maybe, to be attended by this Committee.

SHARES HELD BY NON-EXECUTIVE DIRECTORS
Sl. No Name No. of Shares
 1 Mr. Din Dayal Gupta  203210
 2  Mr. Pawan Kumar Agarwal   NIL
 3        Mr. Ashok Kumar Goel   NIL
 4          Mr. Binay Kumar Agarwal                NIL
 5          Mr. Vinay Kumar Agarwal                NIL
 6          Mrs. Deepshikha Rakesh Agarwal          NIL



Shareholders' Complaints
The numbers of shareholders’/ investors’ complaints received, resolved/ replied and pending during the year under review are as under :

Securities and Exchange Board of India (‘SEBI’) Complaints Redress System (“SCORES”) :

As per the SEBI directive, the investors desirous of making complaints pertaining to the listed Companies has to be made electronically and sent through SCORES and the Companies or their appointed Registrar & Share Transfer Agent (R&TA/ STA) are required to view the pending complaints and submit ‘Action Taken Report’ (‘ATRs’) along with necessary documents electronically in SCORES. Further, there is no need to file any physical ATRs with SEBI. The Company is already registered under SCORES to efficiently and effectively redress the investors/shareholders complaints in time.


GENERAL BODY MEETINGS :

Location and time of General Meetings held in last three years :
-----------------------------------------------------------------------------------------------------------------------
Year Type         Date      Venue        Time
-----------------------------------------------------------------------------------------------------------------------

2013-14     A.G.M 29.09.2014        Om Tower,                   11.30 A.M.
                                         32, J.L. Nehru Road,
                                         12th Floor, Kolkata – 700 071    

2012-13     A.G.M 20.09.2013       15E, Shib Krishna Daw Lane     11.30 A.M.
           Phool Bagan
           Kolkata – 700 054

2011-12     A.G.M 29.09.2012       15E, Shib Krishna Daw Lane     11.30 A.M.
           Phool Bagan
           Kolkata – 700 054
-----------------------------------------------------------------------------------------------------------------------
Notes :
One Special Resolution was passed in the last 3 Annual General Meetings held for the f.y. for 2012-13.

Two Special Resolutions were passed through postal ballot Meeting during the financial year 2014-15 in respect of borrowing powers and to create charges on the properties of the Company and the postal ballot exercise was conducted by Mr. Vinod Kumar Gupta, Managing Director of the Company.


Voting Pattern of Postal Ballot : 

No special resolution proposed to be transacted at the ensuing Annual General Meeting is required to be passed by Postal Ballot in terms of Section 110 of the Companies Act, 2013 and Rules made thereunder.

DISCLOSURES
Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the Company at large.

None of the transactions with any of the related parties were in conflict with the interest of the Company.
  
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchanges or Securities and Exchange Board of India or any Statutory Authority, on any matter related to the capital markets, during the last three years.

No penalty or strictures have been imposed on the Company by any of the aforesaid authorities during the last 3 years.
Whistle Blower Policy :
The Whistle Blower policy of the Company is in place and the Company not denied access to Audit Committee by any personnel of the Company.
Accounting Treatment in preparation of financial statement :

The Company has followed the guidelines of accounting standards as prescribed by the Institute of Chartered Accountants of India in preparation of financial statement.
Subsidiary Company :

The Company does not have any material non-listed Indian Subsidiary as defined in Clause 49 of the Listing Agreement.



Risk Management :

The Company has identified risk involved in respect to its products, quality, cost, location and finance. It has also adopted the procedures / policies to minimize the risk and the same are reviewed and revised as per the needs to minimize and control the risk.

f.  CEO / CFO certification :
   The CEO / CFO certification as required under Clause 49 is annexed hereto which forms part of this report.

g.  Management Discussion and Analysis Report :
   The Management Discussion and Analysis Report as required under Clause 49 is annexed hereto which forms part of this report.
DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT :
The Details of Directors seeking appointment / re-appointment as required under the clause 49(VIII)(E)(1) of the Listing Agreement with the Stock Exchanges is given in annexure to the notice which forms part of this Report. The disclosure of relationships between directors inter se as required as per Clause 49(VIII)(E) is as follows :

Relationship between the Directors inter se :

MEANS OF COMMUNICATION 
Un-audited financial results on quarterly basis and limited review by the auditors in the prescribed format are taken on record by the Board of Director at its meeting within the prescribed time of the close of every quarter and the same are furnished to all the stock Exchange where the Company’s shares are listed. The results are also published within 48 hours in the Newspapers. The quarterly un-audited financial results are published in the Eco of India in English and in Arthik Lipi in Bengali language. The financial results are also displayed on the Website of the Company, www.dollarinternational.com.



LISTING
Shares of your Company are listed on The Calcutta Stock Exchange Ltd. and the Jaipur Stock Exchange Ltd. The name and address of both the Stock Exchanges and the Company’s Stock Code are given below :

   -- The Calcutta Stock Exchange Ltd
     7, Lyons Range, Kolkata-700 001
      (ScripCode No. - 017172)
-- Jaipur Stock Exchange Ltd
  Stock Exchange Building
   J. L. N. Marg, Malviya Nagar, Jaipur - 302017 
  (Scrip Code No. – 1009)

GENERAL INFORMATIONS FOR MEMBERS:

a. Annual General Meeting  : Wednesday, 30th September, 2015 at 11.30 A.M.
   (Date, Time & Venue)    ‘Om Towers’, 32, J.L.Nehru Road, 12th floor,
         Kolkata – 700 071.

b. Dividend payment        : No dividend recommended during the year.

c. Date of Book Closure    :  24th September, 2015 to 30th September, 2015 (both days inclusive).     

d. Financial Calendar        : April – March.
e. Market price Data         : Monthly High/ Low price during the last Financial Year at the 
        National Stock Exchange depicting liquidity of the Equity Shares
        is given hereunder :

     Months       Share  Price       Months         Share  Price
         High    Low   High Low
April, 2014 N.T.       October, 2014       N.T.
     May, 2014        N.T.         November, 2014      N.T.
     June, 2014        N.T.         December, 2014      N.T.
     July, 2014        N.T.         January, 2015     N.T.
     August, 2014      N.T.        February, 2015     N.T.
     September, 2014   N.T.         March, 2015       N.T.
* N. T. denotes No Trading

f.  Performance in comparison: No comparison to broad based indices such as BSE Sensex / 
   broad based indices   CRISIL Index, etc. could be drawn since there is no trading in    the Calcutta Stock Exchange / Jaipur Stock Exchange during the
                           financial year.

g. Registrar and Transfer Agent:  Niche Technologies Pvt. Ltd.
    ( SEBI Registration No. INR 000003290 )
    D-511, Bagree Market,
        71, B. R. B. Basu Road, Kolkata – 700 001
    Phone Nos. 033-2235 3070 / 7270 / 7271.
    Fax – 033-2215 6823
    e.mail: sabbas@nichetechpl.com
    website : www.nichetechpl.com
    Contact Person : Mr. Shoab Abbas

h. Shares Transfer System  : Share Transfer System is entrusted to the Registrar and Share
     Transfer Agents. Transfer Committee is empowered to approved
     the Share Transfers. Transfer Committee Meeting is held as and
     when required. The Share Transfer issue of duplicate certificate
  etc. are endorsed by Directors/Executives/Officers as may be
    authorised by the Transfer Committee. Grievances received from
    members and miscellaneous correspondence are processed by the
        Registrars within 30 days.  

i. Distribution of Share  : 
 Holding As on 31.03.2015    Share Limit      No. of  %      Total No. of    % to Total
     From      To     Live    to        Share          Share
      A/c’s   Live A/cs.
-----------------------------------------------------------------------------------
              1    -   500      933    81.2718   2,62,800     3.3931

                          501  -  1000      82      7.1429    60,750      0.7844   
                          1001   - 5000     69      6.0105   2,29,050      2.9573 
        5,001 -  10,000    23      2.0035   1,96,650      2.5390
   
             10,001 -  50,000   21     1.8293   5,01,100      6.4698

                         50001 - 100000      8     0.6969   5,34,110      6.8960       

         100001 - And Above  12    1.0453   59,60,700     76.9603
--------------------------------------------------------
          Total  :  1148    100.00   7745160        100.00
                  ---------------------------------------------------------
j. Share Holding Pattern as on 31.03.2015:
   Sl.  Category             No. of Shares     % of
     No.                     held       holding
        -----------------------------------------------------------------------------------
   1. Promoters & Associates             4697210  60.65     2. Mutual Funds & UTI                 ----         ----      
       3. Banks, Financial Institutions,
     Insurance Companies ( Central/
     State Govt, Institutions          ------   ----
4. FIIs     ------   ----
   5. Private Corporate Bodies       1667800     21.53
6. Indian Public                     1380150     17.82  
   7. NRI’s / OCBs     ------   ----
------------    ---------
                         Total:       7745160     100.00
       =======    =====

k. Dematerialisation of Shares   :   ISIN : INE 325C01027

   56.70% of the total equity share capital are held in dematerialised form with National Securities Depository Ltd. as on 31.03.2015.
l. Outstanding Instruments : The Company has not issued any GDRs / ADRs / Warrants
        or any convertible Instrument. As such, there is no impact
        on Equity of the Company.

m. Plant Location    : Units   Addresses
           ----------------------------------------------------------------------------

1. West Bengal      i. 28, B. T. Road, Kolkata – 700002
                                               ii. F-190, Salpata Bagan,Agarpara
                                      24 Paraganas(N)
                                                    Kolkata-700109
               iii.103/24/1, Foreshore Road,
            Binani Metal Compound,
    Howrah - 711 102.

     
   2. Delhi     Gali Towerwali,
                                                    Khasra No. – 642/2,
                                                    Near Metro Pillar No. – 504,
    Delhi – 110 041.

                           3. Punjab 2154/1, Industrial Area,- A
                                                    Ludhiana – 141 003, Punjab

                           4  Tamil Nadu           i  No. 11, Murugananthapuram East
Road, M.S. Nagar,
                                                    Kongu Main Road,
                                                    Tirupur – 641607 (Tamil Nadu).

                                                   ii. S.F. No. – 440, N.H.7,
                                                    V. Pudukkottai – Village,
                                                    Minukkampatti – P.O.,
                                                    Vedasandur – 624711 (T. N.). 
        
                                                  iii 8/624, Angeripalayam Road,                             Tirupur – 641 603.
                                                                                                                       
                                                   iv S.F.No.H-17,18,24,25,26
                                                  SIPCOT Industrial Growth Centre
                                                   Perundurai, Erode Dist. Pin-638052

n. Address for Correspondence  :    Dollar Industries Ltd.
       ‘Om Tower’, 12th Floor,
            32, J. L. Nehru Road, Kolkata – 700 071
        Phone Nos. 033-2288 4064/4065/4066.
        Fax – 033-2288 4063
        e.mail: bhawani@dollarinternational.com


Mandatory / Non-mandatory provisions of the Corporate Governance

The Company has complied with all the applicable mandatory requirements of the Clause 49 of the Listing Agreement and has complied with the following non-mandatory requirements of the aforesaid clause :-

Reporting of Internal Auditor : The Internal Auditors report directly to the Audit Committee.

The Company has taken cognizance of other non mandatory requirements as set out in clause 49 of the Listing Agreement and shall consider adopting the same at an appropriate time.












































MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ANNEXURE “C” TO THE DIRECTORS’ REPORT

OVERVIEW

The following operating and financial review is intended to convey the management's perspective on the financial condition and on the operating performance of the Company as at the end of the Financial Year 2014-15. The following discussion of the Company's financial condition and result of operations should be read in conjunction with the Company's financial statements, schedules and notes thereto and the other information included elsewhere in the Annual Report. The Company's financial statements have been prepared in compliance with the requirements of the Companies Act, 1956.

REVIEW OF THE ECONOMY 2014-15

Towards the end of July 2013, as general elections in India was looming large with uncertainty of future, the country was teetering on the edge of macroeconomic crisis with double digit inflation, a high and rising current account deficit (CAD), and a falling rupee as investor sentiment turned sour in the aftermath of the Fed's taper decision to signal the end of its quantitative easing. India was grouped with Brazil, Indonesia, Turkey, and South Africa to constitute the Fragile (Famous) Five amongst the emerging market countries (EMs). Nearly 18 months on, the landscape has vastly changed. Macro-economic stability has returned, reforms are being undertaken, the external environment has moved in India's favour, and above all, a new Government has come into power with a relatively unencumbered political mandate for decisive economic change, a mandate that markets have enthusiastically embraced. The Indian stock market has increased in value by 33 percent since March (in dollar terms), amongst the highest in the EMs, benefitting from surging foreign capital inflows. India now represents one of the sparks in the world economy and the only major country not to suffer a growth downgrade by the IMF. From Fragile Five to Near-Solitary Spark of the global economy is the Indian narrative of the last year.

The Indian economy in 2014-15 has emerged as one of the largest economies with a promising economic outlook on the back of controlled inflation, rise in domestic demand, increase in investments, decline in oil prices and reforms among others.

India’s GDP is poised to accelerate to 5.5 per cent in 2014-15 on the back of improved performance in industry and services but it may take some time for the country to reach its potential growth rate. India’s capacity for more rapid growth over the long term is high, with a promising outlook for labour, worker skills, capital, infrastructure, and productivity. The growth is expected to rise further to 6.0 per cent in 2015-16 as the recovery in advanced economies will bolster external demand and government actions are likely to remove some structural bottlenecks impeding industry and investment.

Under the new government, the Ministry of Textiles took several new initiatives during the same year to achieve faster and inclusive growth and participatory development in 2014-15. There was several major policy initiations by the Government, some of them are Integrated Processing Development Scheme, Additional Grant for Apparel Manufacturing Units under SITP, Scheme for Incubation in Apparel Manufacturing (SIAM), Scheme for Textile Industry Worker’s accommodation, Integrated Skill Development Scheme (HRD). 

Your Company’s performance for the year 2014-15 has to be viewed in the context of below mentioned economic and market environment.

INDUSTRY STRUCTURE & DEVELOPMENT IN INDIA

India is the second largest producer of textiles and garments in the world. The Indian textiles and apparel industry is expected to grow to a size of US$ 223 billion by 2021, according to a report by Technopak Advisors. This industry accounts for almost 24% of the world’s spindle capacity and 8% of global rotor capacity. Abundant availability of raw materials such as cotton, wool, silk and jute as well as skilled workforce have made the country a sourcing hub.

The textiles industry has made a major contribution to the national economy in terms of direct and indirect employment generation and net foreign exchange earnings. The sector contributes about 14 per cent to industrial production, 5 per cent to the gross domestic product (GDP), and 27 per cent to the country's foreign exchange inflows. It provides direct employment to over 45 million people and 60 million people indirectly. The textiles sector is the second largest provider of employment after agriculture. Thus, growth and all round development of this industry has a direct bearing on the improvement of the India’s economy.

The industry is currently estimated at around US $108 billion, is expected to reach US $ 141 billion by 2021. The Indian textile industry has the potential to grow five-fold over the next ten years to touch US$ 500 billion mark on the back of growing demand for polyester fabric. The US$ 500 billion market figure consists of domestic sales of US$ 315 billion and exports of US$ 185 billion. The current industry size comprises domestic market of US$ 68 billion and exports of US$ 40 billion. Apparel exports from India have registered a growth of 17.6% in the period April – September 2014 over the same period in the previous financial year.

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand. With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade with the entry of several international players like Marks & Spencer, Guess and Next into the Indian market. The organized apparel segment is expected to grow at a compound annual growth rate (CAGR) of more than 13 per cent over a 10-year period.

Dollar Industries Ltd’s growth chart has always been encouraging. Our company has managed to retain its growth rate like fiscal and it feels proud to say that the speed of growth in this financial year is even faster. Our company holds the record of having capacities of production both in readymade garments and yarns, the FY 2014-15 will see the capacity utilized cent percent. We can now say our company is manufacturing both for segments - B2C and B2B.


SWOT ANALYSIS OF INDUSTRY

The textiles sector in India comprises both organised and unorganised segments. More than 70 textile and clothing clusters account for about 80% of total production in the country. There are 39 power loom clusters in the country. Major states with a number of clusters are Maharashtra, Tamil Nadu, Andhra Pradesh, Karnataka, Kerala and Uttar Pradesh. The textiles industry is extremely diversified with hand-spun and hand-woven sectors at one end and the capital-intensive, sophisticated mill sector at the other. The     de-centralised power loom/hosiery and knitting sectors form the largest section of the textiles industry.

Our company is the only company having complete backward integration across hosiery industry in India. In spite of being self sufficient, a common SWOT analysis below depicts the scenario of the industry at large.
 
StrengthsAbundant Raw Material Availability
Allowing the industry to control cost and reduce overall lead-times across the value chain.
Low Cost Skilled Labour
Low cost skilled labour providing a distinct competitive advantage for the industry.
Presence across the value-chain
Presence across the value-chain providing a competitive advantage when compared to countries likes Bangladesh, Sri Lanka, who has developed primarily as garment manufacturing hubs.
Reduced Lead-times
Manufacturing capacity present across the entire product range, enabling textile companies and garmenters do source their material locally and reduce lead-time.
Super Market
Ability to satisfy customer requirements across multiple product grades- small and large lot sizes specialized process treatments etc.
Growing Domestic Market
Growing domestic market which could allow manufacturers to mitigate risks while allowing them to build competitiveness.

WeaknessesFragmented industry
Fragmented industry leading to lower ability to expand and emerge as world-class players.

Effect of Historical Government Policies
Historical regulations thought relaxed continue to be an impediment to global competitiveness.

Lower Productivity and Cost Competitiveness
Labour force in India has a much lower productivity as compared to competing countries like China, Sri Lanka, etc.
The Indian industry lacks adequate economies of scale and is therefore unable to compete with China and other countries.
Cost like indirect taxes, power and interest are relatively high.
Technological Obsolescence
Large portion of the processing capacity is obsolete.
While state of the art integrated textile mills exists, majority of the capacity lies currently with the power loom sector.
This has also resulted in low value addition in the industry.


OpportunitiesR & D or Product Development
Indian companies needs to increase focus on product development.
Newer specialized fabric- smart Fabrics, specialized treatment etc.
Faster turnaround times for design samples.
Investing in design centers and sampling labs.
Increasing use of CAD to develop designing capability in the organization.
Investing in trend forecasting to enable growth of the industry in India.

Threats

Competition in Domestic Market
Competition is not likely to remain just in the exports space; the industry is likely to face competition from cheaper imports as well.
This is likely to affect the domestic industry and may lead to increased consolidation.

Ecological and Social Awareness
Development in the form of increased consumer consciousness on issues such as usage of child labour, unhealthy working conditions, etc.
The Indian industry needs to prepare for the fall out of such issues by issues by improving its working practices.

Regional alliances
Regional trade blocs play a significant role in the global garment industry with countries enjoying concessional tariffs by virtue of being members of such blocs/ alliances.
Indian industry would need to be prepared to face the fall out of the post 2005 scenarios in the form of continued barriers for imports.


SEGMENT- WISE PERFORMANCE

The Management reviewed the discloser requirement of Segment wise reporting and is of the view that since the Company’s products are covered under Hosiery industry which is single business segment in terms of AS-17 and therefore separate disclosure on reporting by business segment is not required.

Future outlook:
The Government of India is committed to developing and sustaining a strong and vibrant textile industry which would contribute significantly to production, employment and skill development thereby promoting economic growth.

The Indian Textiles contributes 14% to the industrial production, 5% to the GDP at factor cost, 27% of total manufacturing exports and directly employs about 45 million people.


Thus, Indian textiles industry showcases a bright future. Our country is the second biggest textiles manufacturer worldwide, right after China. Similar force is demonstrated in the cotton production and consumption trend where India ranks just after China and USA. The textiles manufacturing business is a pioneer activity in the Indian manufacturing sector and it has a primordial importance in the economic life of the country, which is still predominantly based on the agro-alimentary sector.

Our Company’s success is measured with its reach across India covering all segments of society, precisely because of its long expertise in manufacturing and wholesale trade and core experience gained from the retail activity. Our Company manufactures premium innerwear for men, women and children. The Company remains the preferred choice when it comes to leading brands in Indian hosiery and apparel segment. The Company has an excellent track record when it comes to ‘intensity of innovation’, with around fifty per cent of our business being based on products developed in the past 10 years. The products are reasonably priced yet trendy and appealing to the youth of today. The manufacturing and other core processes are increasingly based on evolved digital automation.

Future manufacturing in textile sector will involve growing use of best technologies. The Government supports modernization of the industry with a particular focus on closing the gaps in the textile value chain. The new mantra of ‘Make in India’ from the present government will push more opportunities in terms of growth oriented policies. There is a lot of encouragement in the market for new development and scope of business in coming years looks promising.


Risks and Concerns:

In spite of immense factors fuelling the growth of the textile Industry, there are certain challenges. The primary concern is the shortage of raw material. The rapid expansion of the industry causes high demand of raw materials. There is a shortage of raw material especially good quality cotton to meet the growing demand of Indian textile industry.

Moreover, the industry is facing stiff competition from foreign markets especially from China, Japan, Egypt, and South Korea. This requires top class machineries and technologically advanced units with technically literate labors which is the largest component of cost. As a result, they exert significant impact on profitability. Also the high rate of duty on imported cotton has increased the cost of production which has created problems in selling the cloth in the international market.

But the good news is, our company has equipped itself to become the only hosiery company in India, to be fully integrated with all modern facilities to meet the growing demands of time. Company has chalked out major expansion in capacities. The Company is fully prepared to meet challenges and execute new projects keeping the down side risk to a minimum.

Internal Control System and Adequacy

The internal control and risk management system is structured and applied in accordance with the principles and criteria established in the Corporate Governance Code of Organization. It is an integral part of the general organizational structure of the Company and Group and contemplates a range of actors who act in a coordinated manner as a function of their respective responsibilities in the areas of guidance and strategic supervision for the Board of Directors, oversight and management for the Executive Directors and management, monitoring and support of the Board of Directors for the Control and Risk Committee and Head of the Audit Department, and supervision for the Board of Statutory Auditors. The internal control and the risk management system are a set of rules, procedures and organizational structures that, through a process of identifying, measuring, managing and monitoring the main risks, allows the sound and fair operation of the company in line with the pre-established objectives. As such this process is aimed at pursuing the values of both procedural and substantial fairness, transparency and accountability, which are considered key factors for managing the company’s business, in compliance with the Code of Ethics and Conduct of the Group and the Company's Self-Regulatory Code. This process, constantly monitored with a view to progressive improvement, is intended to ensure, in particular, the efficiency of company operations and entrepreneurial conduct, its transparency and verifiability, the reliability of information and management and accounting data, and compliance with applicable laws and regulations as well as the safeguarding of company integrity and its assets, in order to prevent fraud against the Company and the financial markets.
In order to ensure a global approach to risk management, our company has implemented an integrated process inspired by Enterprise Risk Management (ERM), aimed at identifying, assessing and managing risks. Compliance risks etc
The ERM process is based on self-assessment of the risk profile by the management and is aimed at defining:
the mapping of risks, assessed by level of impact and probability of occurrence, focusing attention on the so called top risks;
the degree of maturity of the management of Top Risks through an analysis based on an evaluation of the components Governance, Assessment, Quantification & Aggregation, Monitoring and Risk & Control Optimization. A Risk Maturity Index (RMI) is identified for each Top Risk;
the handling of the risk by the risk-owner company departments through the definition and implementation of specific action plans aimed at reducing the residual risk level and increasing the RMI.
The Group Risk Management Committee receives periodic information concerning the results of oversight of compliance risks by the Group Compliance Officer and Head of the Management Compliance function.


FINANCIAL PERFORMANCE ANALYSIS

REVENUES
In the financial year 2014-15, your Company’s revenues grew 5.90 per cent to Rs. 730.56 Crores due to improved sales and higher volume growth.

EBIDTA
EBIDTA during the year stood at Rs.6007.50 Lakhs as compare to Rs.4354.73 Lakhs in the previous year.

INTEREST COST
Interest cost has increased to Rs.1793.22 Lakhs as against Rs.1410.78 Lakhs.

PROFIT AFTER TAX
The Company has achieved post tax profit of Rs.1944.68 Lakhs as against a post tax profit of Rs.1371.95 Lakhs last year.

INVENTORY
The inventory as at the end of current year is Rs.12113.64 Lakhs as against Rs.10672.03 Lakhs as at the end of the last year. The inventory has been valued at lower of cost or net realisable value.


LIQUIDITY
The cash generated from operations was Rs.1317.06 Lakhs.






HUMAN RESOURCES AND INDUSTRIAL RELATIONS

For a growing company like Dollar Industries, the human resources or personnel function or industrial relations can be helpful for much more than simply processing payroll or handling the open enrollment season once a year. Human resources play an essential role in developing a company's strategy as well as handling the employee-centered activities of an organization. The Company is committed for continual improvement in all aspects of social standard, business and employee's welfare to grow as an ethical business. We believe that harmony amongst employees, employer and business leads to socio-economic improvement. So, we have a HR department, which is fully into the nitty-gritty of industrial relations. The department encourages both employees and managers discuss the matter and consult each other before initiating any actions. Thus, doubts, if any, in the minds of either party are removed. Unilateral actions that prop confusion and misunderstanding disappear from the scene. In this way, it helps create a peaceful environment in the organization. Peace, in turn, breeds prosperity.


Human Capital Value
Our company understands that having an in-house human resources function is important. An in-house human resources staff or a human resources expert on staff can increase the understanding of how important human capital is to the company's bottom line. For growing businesses, in particular, human capital is critical because employees perform cross-functional duties. With a smaller workforce, if just one person leaves, it leaves the company with a huge gap to fill and a potential threat to the company's profitability.

Budget Control
Human resources curbs excessive spending through developing methods for trimming workforce management costs, which includes negotiating better rates for benefits such as health care coverage. In addition, human resources ensures competitive and realistic wage-setting based on studying the labor market, employment trends and salary analysis based on job functions. As some small businesses have budget constraints, this human resources function is especially helpful.

Conflict Resolution
Workplace conflict is inevitable, given the diversity of personalities, work styles, backgrounds and levels of experience among employees. A human resources manager or a staff person specially trained to handle employee relations matters can identify and resolve conflict between two employees or a manager and employee and restore positive working relationships.

Training and Development
Human resources need to assess the organization's current workforce to determine the type of skills training and employee development necessary for improving skills and qualifications. Our company in various growth phases can benefit from identifying training needs for existing staff. It's much less expensive than the cost to hire additional staff or more qualified candidates. In addition, it's a strategy that also can reduce turnover and improve employee retention.

Employee Satisfaction
In our company human resources specialists have the responsibility of determining the level of employee satisfaction -- often an ambiguous measurement at best. With carefully designed employee surveys, focus groups and an exit interview strategy, human resources determines what underlies employee dissatisfaction and addresses those issues to motivate employees.

Cost Savings
The cost to hire new or replacement workers, including training and ramp-up time, can be exorbitant for employers, especially small businesses. With a well-constructed recruitment and selection process, the human resources function can minimize expenses regarding advertising job postings, training new employees and enrolling new employees in benefits plans.

Performance Improvement
Human resources develop performance management systems. Without a human resources staff person to construct a plan that measures performance, employees can wind in jobs that aren't suitable for their skills and expertise. Additionally, employees whose performance falls below the employer's expectations can continue on the payroll, thereby creating wasted money on low-performing employees.

Sustaining Business
Through succession planning that human resources develops, the company identifies employees with the promise and requisite capabilities to eventually transition into leadership roles with the company. This is an important function as it can guarantee the organization's stability and future success.

Corporate Image
Businesses want to be known as the "employer of choice." Employers of choice are the companies that receive recognition for the way they treat employees; they are the companies for whom people want to work. Becoming an employer of choice means human resources balances recruiting the most qualified applicants, selecting the most suitable candidates and retaining the most talented employees.

Steadfast Principles
At Dollar, human resources department ensures the workforce embraces the company's philosophy and business principles. From the perspective of a growing business, creating a cohesive work environment is imperative. The first opportunity human resources have to accomplish is through wise hiring decisions that identify desirable professional traits, as well as orientation and on-boarding programs.


CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part of the Dollar Group’s vision. Dollar Foundation, under which we undertake our CSR activities, signifies the corner stone of our Core Value of Good Corporate Citizenship. Our company believes that a substantial business success cannot be achieved solely through maximizing short term profits. It requires market oriented yet responsible behavior. Dollar has a long tradition of community service and a strong sense of Corporate Social Responsibility towards various stakeholders -

EMPLOYEES: By providing a competitive and challenging work environment to the employees. By having ethical recruitment, remuneration, promotion and other policies. By providing opportunities to the employees to voice their opinion and complaints and have an effective policy for the solution of these complaints. Ensuring a safe working environment for the employees. Having fair policies for the solution of employee disputes.

SHAREHOLDERS: By representing a fair picture of the company’s financial position and profit/loss to the shareholders. By paying them a fair rate of dividend.

GOVERNMENT: By providing the necessary information to the government as and when required. By making payment of the due taxes and duties at the proper time. By abiding by the laws and regulations of the area in which the firm operates. Contributing to the economy through exports.


CUSTOMERS: By providing quality products to the customers at reasonable prices. By undertaking constant research and development and coming up with innovative and more useful products from time to time.

INVESTORS: By giving the investors a true and fair picture of the financial condition of the business. By giving them due returns on the investment made by them. SUPPLIERS: Making competitive payment to the suppliers for the products purchased from them. Maintaining a good relationship with the suppliers.

COMPETITORS: Indulging in ethical and healthy competition.

SOCIETY: Undertaking community development and area development programmes. Undertaking charity work for the underprivileged sections of the society. By creating job opportunities.

ENVIRONMENT: Ensuring the purchase of environment-friendly supplies. Ensuring a pollution-free process of production. Having an efficient system for the disposal of waste. Making the product and the process of production as environment-friendly as possible.


CAUTIONARY STATEMENT

This statement made in this section describes the Company’s objectives, projections, expectation and estimations which may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Forward–looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized by the Company. Actual result could differ materially from those expressed in the statement or implied due to the influence of external factors which are beyond the control of the Company. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information or events.














ANNEXURE ‘D’ TO THE DIRECTORS’ REPORT

Certification by Managing Director – Chief Executive Officer (CEO) and Chief Financial Officer of the Company (CFO)

The Board of Directors,
M/S. Dollar Industries Ltd.
‘Om Tower’, 32, J. L. Nehru Road,
Kolkata - 700 071.

Dear Sirs,

In terms of Clause 49 of the Standard Listing Agreement, we, Vinod Kumar Gupta, Managing Director - CEO and R. N. Purohit, CFO, Certify that :

We have reviewed financial statements and the cash flow statements for the financial year 2014-15 and to our best of knowledge, belief and information –

i) these statements do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading ;

ii) these statement together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2. To our best of knowledge, belief and information, no transaction entered into by the Company during the financial year 2014-15 are fraudulent, illegal or violative of the Company’s Code of Conduct.

3.  We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls which we are aware and we have taken and propose to take requisite steps to rectify the deficiencies, if any.

   4.  We have indicated to the Auditors and the Audit Committee:
significant changes in internal control during the financial year ;
significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements ; and

   5. We have not come across any instances of significant fraud committed by the management or an employee having significant role in the Company’s internal control system.

   We further declare that all the Board members and Senior management personnel have affirmed compliance of Code of Conduct for the year 2014-15.

        For Dollar Industries Ltd.
   Place : Kolkata           sd/-                       sd/-
   Date : 14.08.2015            Vinod Kumar Gupta            R. N.Purohit
   Managing Director & CEO      Chief Financial Officer






ANNEXURE ‘E’
Declaration for Compliance with the Code of Conduct of the Company as per Clause 49(I)(D)(ii) of Listing Agreement

I, Vinod Kumar Gupta, Managing Director of M/s. Dollar Industries Ltd. declare that as of 31st March, 2015 all the Board members and senior management personnel have affirmed compliance with the Code of Conduct of the Company.

             For Dollar Industries Ltd.
Place : Kolkata                           sd/-
Date :  14.08.2015                                  Vinod Kumar Gupta            
                   Managing Director & CEO     









































ANNEXURE ‘F’

CERTIFICATE OF COMPLIANCE OF CORPORATE GOVERNANCE AS REQUIRED UNDER THE LISTING AGREEMENT WITH STOCK EXCHANGES


To The Members of M/S. DOLLAR INDUSTRIES LTD.

I have examined the Compliance of Corporate Governance by M/s. Dollar Industries Limited for the financial year 2014-15, as stipulated in clause 49 of the Listing Agreement entered into by the said Company with Stock Exchanges.

The Compliance of conditions of Corporate Governance is responsibility of the Management. My examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring compliance with conditions of the Corporate Governances. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanation given to me, I certify that the Company has generally complied with the condition of Corporate Governance as stipulated in Clause 49 of the abovementioned Listing Agreement.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.



Place: Kolkata  
   Sd/-
Date: 14.08.2015                 (SANTOSH KUMAR TIBREWALLA)
      Practising Company Secretary
 Membership No. : 3811
   Certificate of Practice No. : 3982.












ANNEXURE ‘G’


ANNUAL RETURN ON CSR ACTIVITIES


A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web - link to the CSR policy and projects or programs.

The CSR Policy of the Company primarily focuses on following areas:-

Health care including preventive health care ;
Sanitizing of Public Places;
Promoting education, infrastructural support to schools, providing scholarships;
Ensuring environmental sustainability;
Rural development projects;
Contribution towards recognized Trusts;
Any other activities as per decision of the CSR Committee.
The details of the policy are available at Companies website: www.dollarinternational.com

2. The composition of the CSR Committee.

CSR Committee comprised of following members:-

3. Average net profit of the Company for the last three financial years. 2011-12 Rs.893.35 Lacs, 2012-13 Rs.1117.47 Lacs and 2013-14 Rs.1371.95 Lacs. Average Rs.1127.59 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) : Rs.  22.55 lac (2% of Rs. 1127.59 is Rs.22.55 lac)

5. Details of CSR spent for the financial year :
  (a) Total amount to be spent for the financial year; Rs. 22.55 lac
  (b) Amount unspent, if any; Nil
  (c) Manner in which the amount spent during the financial year is detailed below:
        (Rs. in lac)

6. In case the Company has failed to spend the two percent of the average net profit of the  last three financial year or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report : Not applicable

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

 


















ANNEXURE ‘H’

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2015

To,
The Members,
Dollar Industries Limited
‘Om Tower’,
32, J. L. Nehru Road,
Kolkata - 700 071.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dollar Industries Limited. (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Dollar Industries Limited (name of the Company’s) books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015, has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Dollar Industries Limited (‘the Company’) for the financial year ended on 31st March, 2015, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder ;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) : -
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period);

(vi) I have carried out requisite verification and also relied on the representation made by the Company and its officers for systems and mechanism framed by the Company for compliances under other applicable Acts, laws and Regulations to the Company, Internal Audit Report, Statutory Auditors Report, etc. The list of major head/groups of Acts, Laws and Regulations as applicable to the Company is given in Annexure 1.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not notified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Calcutta & Jaipur Stock Exchange(s);

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.


I further report that -

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Kolkata

Date : 03.08.2015                     Signature       :        sd/-




                                    Name of Company      Santosh Kumar
Secretary in practice :      Tibrewalla
   
                                     FCS No.         :          3811

                                     C P No.         :          3982



ANNEXURE - 1
List of Other applicable laws to the Company
Factories Act, 1948
Payment of Wages Act, 1936
Minimum Wages Act, 1940
ESI Act, 1948
Gratuity Act, 1972
Bonus Act, 1965
W.B. Profession Tax Act, 1979
Income Tax Act, 1961
Central Excise Act, 1944
The West Bengal Value Added Tax, 2003
Service Tax, 1994
Industrial Disputes Act, 1947
Child Labour (Prohibition and Regulation) Act, 1986
Workmen Compensation Act, 1923
Contract Labour (Regulation & Abolition) Act, 1970
Apprentices Act, 1961
Interstate Migrant Workmen ( Regulation of Employment & Condition of Services) Act, 1979
Air (Prevention & Control of Pollution) Act, 1981
Water (Prevention & Control of Pollution) Act, 1974
Industrial Employment (Standing Order) Act, 1946
Employees Provident Fund & Misc. Provisions Act, 1952
West Bengal Shop & Establishment Act, 1964
West Bengal Fire & Emergency Services Act, 1950
The Central Excise Act & Rules made thereunder
Employment Exchange (Compulsory Notification of Vacancies) Act, 1959
Equal Remuneration Act, 1976
Personal Injuries Compensation Act, 1963
Indian Fatal Accidents Act, 1855
Hazardous Wastes ( Management and Handling) Rules, 1989
Environment Protection Act, 1986
Employer’s Liability Act, 1938
Kolkata Municipal Corporation Act, 1980
Negotiable Instruments Act, 1881
Information Technology Act, 2000.




















ANNEXURE ‘I’

DETAILS PERTAINING TO REMUNERATION 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

i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

* Annualised
Note: No other Director other than the Managing Director and Whole time Director received any remuneration during the financial year 2014-15.
ii) The median remuneration of employees of the Company during the financial year was Rs. 0.87 lakh ;
iii) In the financial year, there was an increase of 21.21% in the median remuneration of employees;
iv) There were 277 permanent employees on the rolls of Company as on March 31, 2015 ;
v) Relationship between average increase in remuneration and company performance: - The Profit Before Tax for the financial year ended March 31, 2015 increased by 49.43% whereas the increase in median remuneration was 21.21%. The average increase in median remuneration was in line with the performance of the Company and partly on individual employee’s performance ;
vi) Comparison of remuneration of the Key Managerial Personnel against the performance of the Company: The total remuneration of Key Managerial Personnel increased by 7.01% from Rs. 84.55 lacs in 2013-14 to Rs. 90.48 lacs in 2014-15 whereas the Profit Before Tax increased by 49.43% to Rs. 3077.51 lacs in 2014-15 (Rs. 2059.44 lacs in 2013-14) ;
vii) Variations in the market capitalization of the Company, price earning ratio as at the closing date of the current financial year and previous financial year and percentage increase or decrease in market quotations of the shares of the Company in comparison to the rate at which the company came out with the last public offer:

N.T. denotes No Trading
The Company has not made any Public Issue or Rights Issue of securities in the last 3 (three) years, and therefore no comparison has been made of current share price with public offer price.
The Company’s shares are listed on The Calcutta Stock Exchange Limited and Jaipur Stock Exchange Limited.
viii) Average percentage increase made in the salaries of the employees other than the managerial personnel in the financial year 2014-15 was 11.02% whereas the increase in the managerial remuneration for the same financial year was 7.01% ;
ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors and Senior Management Personnel ;
x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year – The Managing Director is the highest paid Director. No employee received remuneration higher than the Managing Director ;
xi) It is hereby affirmed that the remuneration paid during the year ended 31st March, 2015 as per the Remuneration Policy of the Company.















ANNEXURE ‘J’

MGT-9
EXTRACT OF ANNUAL RETURN
 as on the financial year ended on 31st March, 2015.
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY.
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding

Shareholding of Promoters