D.B.Corp Limited — AGM Information 2022

Sep 20, 2022

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20[th] September, 2022

To,

BSE Limited

The National Stock Exchange of India Limited

The Deputy Manager (Listing - CRD), The Manager (Listing Department), Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street Bandra Kurla Complex, Bandra (E) Mumbai - 400 001 Mumbai - 400 051 Scrip Code: 533151 SYMBOL: DBCORP

Sub.: Proceedings of the 26[th] Annual General Meeting (“AGM”) of D. B. Corp Limited ("the Company") held on 20[th] September, 2022

• Ref.: 1. Regulation 30 read with Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”);

• 2. ISIN: INE950I01011

Dear Sir/Madam,

In reference to our earlier letters dated 28[th] July, 2022 and 24[th] August, 2022, we request you to note that the 26[th] AGM of the Company was duly held today i.e. on Tuesday, 20[th] September, 2022 at 11.30 a.m. (IST) through Video Conferencing (“VC”).

In this regard and pursuant to the aforesaid SEBI Listing Regulations, please find enclosed herewith the brief proceedings of the 26[th] AGM of the Company as Annexure A.

The disclosures pertaining to the voting results of Remote E-voting and E- voting during the 26[th] AGM, pursuant to provisions of Regulation 44(3) of the SEBI Listing Regulations, along with the Consolidated Scrutinizer’s Report are being furnished separately.

This information is being made available on the website of the Company at https://www.dbcorpltd.com/Investors.php.

We request you to kindly take the same on record.

Thanking you.

Yours truly,

For D.B. Corp Limited

ANITA Digitally signed by ANITA GOKHALE GOKHALE Date: 2022.09.20 15:56:08 +05'30' Anita Gokhale Company Secretary Membership No.: F4836

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Annexure A

Brief Proceedings of the 26[th] Annual General Meeting of D. B. Corp Limited

Day, Date, Time and Venue Day and Date : Time : Deemed Venue : Tuesday, 20[th] September, Commenced at: 11.30 a.m. (IST); Registered Office of the Company viz. Plot No. 2022 Concluded at: 12.40 p.m. (IST) 280, Sarkhej-Gandhinagar Highway, Near YMCA Club, Makarba, Ahmedabad – 380051 Mode of participation in the AGM by Shareholders Through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) Proceedings in Brief

The 26[th] Annual General Meeting (“AGM” or “Meeting”) of the Members of D. B. Corp Limited (“the Company”) was held on Tuesday, 20[th] September, 2022, at 11.30 a.m. (IST) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), without physical presence of the Members at a common venue. The Company, while conducting the Meeting, adhered to the Circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”).

The Company Secretary welcomed the Members to the Meeting and briefed them on few procedural aspects relating to participation at the Meeting through VC.

• Chairperson

Mr. Pawan Agarwal, Deputy Managing Director chaired the 26[th] AGM of the Company.  Quorum : Considering the requisite quorum being present, Mr. Pawan Agarwal, Chairman of the 26[th] AGM declared the meeting to be in order.  Present : Directors : Mr. Pawan Agarwal Deputy Managing Director and Chairman of AGM Mr. Girish Agarwal Non-Executive Non-Independent Director Mr. Ashwani Kumar Singhal Independent Director Mr. Santosh Desai Independent Director Ms. Paulomi Dhawan Independent Director

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Key Managerial Personnel :

Mr. P. G. Mishra Group Chief Financial Officer Ms. Anita Gokhale Company Secretary & Compliance Officer

Joint Statutory Auditors :

Mr. Jeetendra Mirchandani Representative of M/s. Price Waterhouse Chartered Accountants LLP Ms. Shilpa Gupta Representative of M/s. Gupta Mittal Co., Chartered Accountants

Secretarial Auditor:

Mr. Omkar Dindorkar M/s. Makarand M. Joshi & Co., Practising Company Secretaries

Scrutinizer :

Mr. Hitesh D. Buch Hitesh Buch & Associates, Practising Company Secretaries

The Chairman welcomed the Members joining over Video Conferencing and requested his colleagues on the Board to introduce themselves. All Directors of the Company except Mr. Sudhir Agarwal, Managing Director and Ms. Anupriya Acharya, Independent Director were present at the Meeting. The Chairperson of the Audit Committee and Stakeholders Relationship Committee were present at the Meeting and Mr. Ashwani Kumar Singhal, Member of Nomination and Remuneration Committee [NRC] represented the Chairperson of NRC. The Chairman informed the Members that the Chief Financial Officer, the Authorised Representatives of the Statutory Auditors and Secretarial Auditor of the Company and the Scrutinizer were attending the Meeting through Video Conference from their respective locations (Bhopal and Mumbai).

As per the attendance records, 48 Members attended the Meeting through VC/OAVM facility. Since this AGM was held pursuant to the MCA Circulars and SEBI Circulars through VC/OAVM, physical attendance of Members was dispensed with. Accordingly, the facility for appointment of Proxies by the Members was not available for the AGM.

Ms. Anita Gokhale, Company Secretary & Compliance Officer also informed the Members that all efforts feasible under the circumstances had been made by the Company to enable the Members to participate in the AGM through Video Conferencing and vote on items as proposed in the Notice of the AGM.

Further the Company Secretary elucidated the shareholders w.r.t. e-voting. It was informed to the shareholders that in pursuance of the provisions of the Companies Act, 2013 read with rules made thereunder and the relevant circulars issued by the MCA and SEBI, the Company had provided e-voting facility to all those shareholders who were registered members of the Company as on the cut-off date i.e. 13[th] September, 2022.

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	Further details were stated as under: Remote E-voting Period: Thursday, 15thSeptember, 2022 from 9.00 a.m. (IST) to Monday, 19thSeptember, 2022 till 5.00 p.m. (IST). E-voting at the 26th AGM: All the shareholders who did not cast their votes through remote e-voting were eligible to cast the vote at the 26th AGM through e-voting facility available at the meeting for duration of 15 minutes. The Company Secretary informed that the Statutory Registers under the Companies Act, 2013 and other documents as referred to in the AGM Notice were available for inspection by Members through the e-AGM platform of KFintech. It was further informed that there were no qualifications in the Statutory Auditors' Report on the Financial Statements and three observations listed in the Secretarial Audit Report do not have any material adverse effect on the functioning of the Company. The Notice, Report of Board of Directors and the Auditors’ Report and Secretarial Audit Report were taken as read with members’ consent. The following items of business as laid down in the Notice convening the 26thAGM, were transacted at the Meeting: Sr. no. Business Type of Resolution 1. To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Report of the Auditors thereon. Ordinary 2. To declare final dividend of Rs. 3/- per Equity Share of the face value of Rs. 10/- each for the Financial Year ended March 31, 2022. Ordinary 3. To appoint a Director in place of Mr. Pawan Agarwal (DIN: 00465092), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment. Ordinary	Further details were stated as under: Remote E-voting Period: Thursday, 15thSeptember, 2022 from 9.00 a.m. (IST) to Monday, 19thSeptember, 2022 till 5.00 p.m. (IST). E-voting at the 26th AGM: All the shareholders who did not cast their votes through remote e-voting were eligible to cast the vote at the 26th AGM through e-voting facility available at the meeting for duration of 15 minutes. The Company Secretary informed that the Statutory Registers under the Companies Act, 2013 and other documents as referred to in the AGM Notice were available for inspection by Members through the e-AGM platform of KFintech. It was further informed that there were no qualifications in the Statutory Auditors' Report on the Financial Statements and three observations listed in the Secretarial Audit Report do not have any material adverse effect on the functioning of the Company. The Notice, Report of Board of Directors and the Auditors’ Report and Secretarial Audit Report were taken as read with members’ consent. The following items of business as laid down in the Notice convening the 26thAGM, were transacted at the Meeting: Sr. no. Business Type of Resolution 1. To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Report of the Auditors thereon. Ordinary 2. To declare final dividend of Rs. 3/- per Equity Share of the face value of Rs. 10/- each for the Financial Year ended March 31, 2022. Ordinary 3. To appoint a Director in place of Mr. Pawan Agarwal (DIN: 00465092), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment. Ordinary	Further details were stated as under: Remote E-voting Period: Thursday, 15thSeptember, 2022 from 9.00 a.m. (IST) to Monday, 19thSeptember, 2022 till 5.00 p.m. (IST). E-voting at the 26th AGM: All the shareholders who did not cast their votes through remote e-voting were eligible to cast the vote at the 26th AGM through e-voting facility available at the meeting for duration of 15 minutes. The Company Secretary informed that the Statutory Registers under the Companies Act, 2013 and other documents as referred to in the AGM Notice were available for inspection by Members through the e-AGM platform of KFintech. It was further informed that there were no qualifications in the Statutory Auditors' Report on the Financial Statements and three observations listed in the Secretarial Audit Report do not have any material adverse effect on the functioning of the Company. The Notice, Report of Board of Directors and the Auditors’ Report and Secretarial Audit Report were taken as read with members’ consent. The following items of business as laid down in the Notice convening the 26thAGM, were transacted at the Meeting: Sr. no. Business Type of Resolution 1. To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Report of the Auditors thereon. Ordinary 2. To declare final dividend of Rs. 3/- per Equity Share of the face value of Rs. 10/- each for the Financial Year ended March 31, 2022. Ordinary 3. To appoint a Director in place of Mr. Pawan Agarwal (DIN: 00465092), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment. Ordinary
	Sr. no.	Business	Type of Resolution
	1.	To receive, consider and adopt: a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2022 together with the Report of the Auditors thereon.	Ordinary
	2.	To declare final dividend of Rs. 3/- per Equity Share of the face value of Rs. 10/- each for the Financial Year ended March 31, 2022.	Ordinary
	3.	To appoint a Director in place of Mr. Pawan Agarwal (DIN: 00465092), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment.	Ordinary

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	4.	Re-appointment of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants and M/s. Gupta Mittal & Co., Chartered Accountants as the Joint Statutory Auditors of the Company	Ordinary
	5.	Ratification of the remuneration payable to the Cost Auditor.	Ordinary
	6.	Re-appointment of Mr. Pawan Agarwal (DIN: 00465092) as the Deputy Managing Director of the Company.	Special
	7.	Appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director of the Company.	Special

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