Dhaval Exports Limited

Welcome

Dhaval Exports Limited was registered on 16th of Feb, 1985 under the Companies Act, 1956. It is a registered non - govt. company. It is presently listed on the Metropolitan Stock Exchange Limited.

Information

• Details of Business
  Presently, the Company is engaged in the business of distribution of sarees and other products in the textile market as commission agent. The Company plans to venture into trading and retailing of readymade garments and other textile products in Delhi, National Capital Region (NCR), Kolkata and nearby markets.
• Terms and conditions of appointment of independent directors
  The term of appointment of an Independent Director (ID) of the Company is for a period of 5 consecutive years from the date of his/ her appointment. Independent Director is not liable to retire by rotation. Appointment of every independent director is approved by members' of the Company.
• Composition of Board and its various committees
  BOARD OF DIRECTORS AND KMP
  The Board of Directors comprises One Executive Director and Four Non-Executive Directors. The executive non-promoter director is Mr. Ashish More. Independent Non-executive Directors are Mr. Arihant Jain and Ms. Reema Jain. Non-executive promoter director is Mr. Nitesh Jain. Non-independent non-executive non-promoter director is Ms. Sima Devi More.
  Mr. Shailendra Singh is the company secretary and the compliance officer of the Company.
  Mr. Manish Harsh is the Chief Financial Officer (CFO) of the Company.
  AUDIT COMMITTEE
  As on 31st March, 2022, the Audit Committee comprises of 3 Non-executive Directors, Mr.Nitesh Jain, Mr.Arihant Jain and Ms.Reema Jain. The Committee is chaired by Mr.Arihant Jain, Independent Non-executive Director, who possesses the necessary financial background.
  STAKEHOLDERS RELATIONSHIP COMMITTEE
  As on 31.03.2022 Stakeholders Relationship Committee of DEL consists of Three Non-Executive Directors, Mr.Nitesh Jain, Mr.Arihant Jain and Ms.Reema Jain. The constitution and composition of the Committee is in accordance with the provisions of the Listing Regulations.
  NOMINATION & REMUNERATION COMMITTEE
  The Company has constituted a Remuneration committee to look into the various elements of remuneration package of all the directors, etc. This committee presently comprises of Directors Mr.Nitesh Jain, Mr.Arihant Jain and Ms.Reema Jain. Mr.Arihant Jain, non-executive director, is the Chairman of the committee. The Committee evaluates compensation and benefits for Executive Directors.
  
• Code of conduct of board of directors and senior management personnel
  Code of Conduct: The Listing Regulations require listed companies to lay down a code of conduct for directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. Accordingly, the Company has a Board approved code of conduct for all Board members and Senior Management of the Company. The said code has been placed on the Company’s website dhavalexports.com.
• Details of establishment of vigilmechanism/whistle blower policy
  Vigil Mechanism Framework/Whistle Blower Mechanism: Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has a Board approved whistle blower policy/vigil mechanism to enable directors and employees to report to the Management their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
  This mechanism provides safeguards against victimisation of directors/employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases.
  The whistle blower policy/vigil mechanism has been appropriately communicated to the employees within the organisation and has been put on the Company’s website dhavalexports.com.
  As on March 31, 2022, no complaint has been received by the Company from any directors or employees of the Company with respect to any wrongdoings that may have an adverse impact on the Company’s image or financials of the Company
• Criteria of making payments of non-executive director
  Overall remuneration should be reflective of the size of the Company, complexity of the sector/industry/company’s operations and the company’s capacity to pay the remuneration.
  Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis, as required.
  Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board. Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives).
  Overall remuneration practices should be consistent with recognised best practices.
  The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company’s performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.
  The NRC will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.
  In addition to the sitting fees and commission, the Company may pay to any Director such fair and reasonable expenditure, as may have been incurred by the Director while performing his/her role as a Director of the Company. This could include reasonable expenditure incurred by the Director for attending Board/Board committee meetings, general meetings, court convened meetings, meetings with shareholders/creditors/ management, site visits, induction and training (organised by the Company for Directors) and in obtaining professional advice from independent advisors in the furtherance of his/her duties as a director.
  
• Policy for determination of materiality of events of information
  The Company has in place a Policy on Determination of Materiality of Event or Information in pursuance of the requirements of Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
• Details of familiarization programmes (annually) yes/no
  The Company has a Familiarization Programme for Independent Directors in compliance with Schedule IV of the Companies Act, 2013 and the Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Codes & Policies
  • Code of Conduct to regulate, monitor and report trading by Designated Persons
  • Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information
  • Archival Policy
  • Code of Conduct
  • Familiarization programme of Independent Directors
  • Policy for determination of materiality of the disclosure of events and information
  • Policy for determining ‘Material Subsidiary’
  • Policy for preservation of documents
  • Policy on materiality of Related Party Transactions
  • Risk assessment and minimization procedures
  • Vigil Mechanism