D.B.Corp Limited — AGM Information 2023

Sep 12, 2023

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12[th] September, 2023

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 27[th] Annual General Meeting (“AGM”) of D. B. Corp Limited ("the Company") held on 12[th] September, 2023

Ref.: Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Dear Sir/Madam,

In compliance with Regulation 30 of the SEBI Listing Regulations, please find enclosed brief proceedings of the 27[th] Annual General Meeting of the Company held on Tuesday, 12[th] September, 2023 at 11.30 a.m. (IST) through Video Conferencing/ Other Audio Visual Means (as Annexure A).

The disclosures pertaining to the voting results of Remote E-voting and E- voting during the 27[th] AGM, pursuant to provisions of Regulation 44(3) of the SEBI Listing Regulations, along with the Consolidated Scrutinizer’s Report will be submitted 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: 2023.09.12 17:47:09 +05'30' Anita Gokhale Company Secretary Membership No.: F4836

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Annexure A

Brief Proceedings of the 27[th] Annual General Meeting of D. B. Corp Limited

Day, Date, Time and Venue Day and Date : Time : Deemed Venue : Tuesday, 12[th] September, 2023 Commenced at: 11.30 a.m. (IST); Registered Office of the Company viz. Plot No. Concluded at: 12.28 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 27[th] Annual General Meeting (“AGM” or “Meeting”) of the Members of D. B. Corp Limited (“the Company”) was held on Tuesday, 12[th] September, 2023 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

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Mr. Pawan Agarwal, Deputy Managing Director chaired the 27 [th] AGM of the Company.
 Quorum :
Considering the requisite quorum being present, Mr. Pawan Agarwal, Chairman of the 27 [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
Ms. Anupriya Acharya Independent Director
Ms. Paulomi Dhawan Independent Director
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Key Managerial Personnel :

Mr. Lalit Kumar Jain Chief Financial Officer Ms. Anita Gokhale Company Secretary & Compliance Officer

Scrutinizer :

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

The Chairman welcomed the Members joining over Video Conferencing and introduced all directors present at the AGM to the Members. All Directors of the Company except Mr. Sudhir Agarwal, Managing Director and Mr. Santosh Desai, Independent Director were present at the Meeting. Mr. Ashwani Kumar Singhal, Chairperson of the Audit Committee, Ms. Anupriya Acharya, Chairperson of the Nomination and Remuneration Committee and Mr. Girish Agarwal, Chairperson of the Stakeholders Relationship Committee were present at the Meeting. The Chairman informed the Members that the Chief Financial Officer Mr. Lalit Jain, and the Scrutinizer Mr. Hitesh Buch were attending the Meeting through Video Conferencing from their respective locations viz. Bhopal and Ahmedabad.

As per the attendance records, 55 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. 5[th] September, 2023.

Further details were stated as under:

Remote E-voting Period :

Thursday, 7[th] September, 2023 from 9.00 a.m. (IST) to Monday, 11[th] September, 2023 till 5.00 p.m. (IST).

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	E-voting at the 27th AGM: All the shareholders who did not cast their votes through remote e-voting were eligible to cast the vote at the 27th AGM through e-voting facility made available during the course of the meeting and until 15 more minutes after the conclusion of the agenda. 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. Further it was confirmed by the Chairman of the AGM that the one observation listed in the Secretarial Audit Report did 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 27thAGM 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, 2023 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, 2023 together with the Report of the Auditors thereon. Ordinary 2. To appoint a Director in place of Mr. Girish Agarwal (DIN: 00051375), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment. Ordinary 3. Ratification of the remuneration payable to the Cost Auditor. Ordinary 4. Re-appointment of Mr. Santosh Desai (DIN: 01237902) as an Independent Director of the Company for a second consecutive term of five years. Special 5. Re-appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director of the Company for a second consecutive term of five years. Special	E-voting at the 27th AGM: All the shareholders who did not cast their votes through remote e-voting were eligible to cast the vote at the 27th AGM through e-voting facility made available during the course of the meeting and until 15 more minutes after the conclusion of the agenda. 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. Further it was confirmed by the Chairman of the AGM that the one observation listed in the Secretarial Audit Report did 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 27thAGM 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, 2023 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, 2023 together with the Report of the Auditors thereon. Ordinary 2. To appoint a Director in place of Mr. Girish Agarwal (DIN: 00051375), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment. Ordinary 3. Ratification of the remuneration payable to the Cost Auditor. Ordinary 4. Re-appointment of Mr. Santosh Desai (DIN: 01237902) as an Independent Director of the Company for a second consecutive term of five years. Special 5. Re-appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director of the Company for a second consecutive term of five years. Special	E-voting at the 27th AGM: All the shareholders who did not cast their votes through remote e-voting were eligible to cast the vote at the 27th AGM through e-voting facility made available during the course of the meeting and until 15 more minutes after the conclusion of the agenda. 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. Further it was confirmed by the Chairman of the AGM that the one observation listed in the Secretarial Audit Report did 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 27thAGM 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, 2023 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, 2023 together with the Report of the Auditors thereon. Ordinary 2. To appoint a Director in place of Mr. Girish Agarwal (DIN: 00051375), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment. Ordinary 3. Ratification of the remuneration payable to the Cost Auditor. Ordinary 4. Re-appointment of Mr. Santosh Desai (DIN: 01237902) as an Independent Director of the Company for a second consecutive term of five years. Special 5. Re-appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director of the Company for a second consecutive term of five years. Special
	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, 2023 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, 2023 together with the Report of the Auditors thereon.	Ordinary
	2.	To appoint a Director in place of Mr. Girish Agarwal (DIN: 00051375), who retires in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment.	Ordinary
	3.	Ratification of the remuneration payable to the Cost Auditor.	Ordinary
	4.	Re-appointment of Mr. Santosh Desai (DIN: 01237902) as an Independent Director of the Company for a second consecutive term of five years.	Special
	5.	Re-appointment of Ms. Paulomi Dhawan (DIN: 01574580) as an Independent Director of the Company for a second consecutive term of five years.	Special

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Thereafter, the Chairman delivered his speech briefing the Members present on the performance of the Company during FY 2022-23, and future prospects as regards various business segments.

The Chairman then ordered activation of e-voting window for the Members attending the AGM who had not cast their votes by remote e-voting.

Members were provided a facility to ask questions or express their views through the VC platform on the business to be transacted at the AGM. Mr. Pawan Agarwal proceeded with the Question and Answer session and invited the Speaker Members to speak/express their views/raise queries on the Financial Statements and proposed Resolutions which were later on responded to by Mr. Girish Agarwal.

The Board of Directors had appointed Mr. Hitesh Buch, Practicing Company Secretary as the Scrutinizer for the Remote E-voting and E-voting during the AGM. The Chairman authorised Ms. Anita Gokhale, Company Secretary & Compliance Officer to receive the Scrutinizer’s Register, Report on e-voting and also to counter-sign the Scrutinizer’s Report and declare the results of voting.

The Chairman thanked the Members for their presence and support extended to the Company.

All the resolutions as set out in the Notice of the AGM were duly approved by the members with requisite majority.

The 27[th] AGM commenced at 11.30 a.m. (IST) and concluded at 12.28 p.m. (IST) including the extra time of 15 minutes given for e-voting after the conclusion of all the agenda of the AGM.

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