DCM Financial Services Ltd. — Proxy Solicitation & Information Statement 2022

Dec 27, 2022

D C M FINANCIAL SERVICES LTD.

DCM FINANCIAL SERVICES LIMITED

CIN- L65921DL1991PLC043087

Regd. Office: D 7/3, Okhla Industrial Area, Phase-II, New Delhi 110020 Email ID: info@dfslonline.in, Website: www.dfslonline.in, Tel-011-41077750

NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE is hereby given that an Extra Ordinary General Meeting of the members of DCM Financial Services Limited (“ DCM ” or “ the Company ”) will be held on Friday, 20th January, 2023 at 11:30 A.M. at Sarita Sadan, NS 3B, Sarita Vihar, Adj to St. Giri Public School, New Delhi-110076 to transact the following business:-

SPECIAL BUSINESS:

1. Appointment of M/s. V SahaiTripathi& Co., Chartered Accountants, (FRN: 000262N) as Statutory Auditors of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. V SahaiTripathi& Co., Chartered Accountants, (FRN: 000262N),be and are hereby appointed as the Statutory Auditors of the Company for a term of five consecutive years to hold the office from the conclusion of this Extra ordinary General Meeting till the conclusion of 36thAnnual General Meeting of the Company to be held for the financial year ending March 31, 2027, at a remuneration to be decided by Board of Directors in consultation with the Auditors along with their reimbursement of out of pocket expenses incurred by them for the purpose of audit.”

1. Regularization of appointment of Ms. Parul Singh (DIN:09811725) as an Independent Director

To consider, and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THATpursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Ms. Parul Singh (DIN:09811725) who had been appointed as an Additional Director (Category: Non Executive &Independent)of the Company by the Board of Directors at their meeting held on November 29, 2022 be and is hereby appointed as an Independent Director of the Company for a term of five consecutive yearsw.e.f.November 29, 2022 to November 28, 2027 , not liable to retire by rotation.”

By order of the Board of Directors For DCM Financial Services Limited

Date: 19.12.2022 Place: New Delhi

(Nidhi Deveshwar) Chairperson & Whole time Director DIN: 09505480

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NOTES:

• A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the meeting is annexed hereto.

• A MEMBER WHO IS ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE ON POLL ONLY AND A PROXY NEED NOT BE A MEMBER OF THECOMPANY. IN ORDER TO BE EFFECTIVE, PROXY FORMS DULY COMPLETED IN ALL RESPECTSSHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURSBEFORE THE TIME FIXED FOR THE MEETING.

A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not morethan ten percent of the total share capital of the Company carrying voting rights. A member holding morethan ten percent of the total share capital of the Company carrying voting rights may appoint a single personas proxy and such person shall not act as a proxy for any other person(s) or shareholder(s).

• Institutional/Corporate shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (pdf/jpg format) of its board or governing body’s resolution/authorization, etc., authorizing their representative to attend the EGM on its behalf and to vote through remote e-voting. The said resolution/authorization shall be sent to the scrutinizer by email through its registered email address to preeticsjain@gmail.com with a copy marked to Company info@dfslonline.in&helpdesk.evoting@ cdslindia.com

• Brief details of the Director, who is eligible to be regularized at EGM, is annexed hereto as per requirements of Regulation 36(3) of “the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per provisions of the Companies Act, 2013.

• Institutional investors, who are members of the Company, are encouraged to attend and vote at the EGM of the Company.

• SEBI has mandated the submission of Permanent Account Number (PAN) by every person dealing in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or its RTA.

• Pursuant to the provisions under Section 108 of Companies Act, 2013 to be read with Rule 20 of Companies (Management and Administration) Rules, 2014, as amended from time to time along with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members, the facility to exercise their right to vote at the ensuing Extra Ordinary General Meeting by Electronic Means. The business(s) proposed to be transacted as mentioned in the EGM Notice may be transacted through voting by Electronic Means (Remote e-voting) as well. For this, Company is availing the services provided by Central Depository Services (India) Limited (CDSL). The facility for voting through Ballot Paper will also be made available at the meeting venue, for the members who have not cast their votes by remote e-voting.They shall also be able to exercise their voting rights at the EGM by voting through ballot paper.Members who have already cast their vote by remote e-voting process prior to the date of meeting shall be eligible to attend the EGM but shall not be entitled to cast their votes again through ballot process.

• Members may note that the Notice of EGM will also be available on the Company’s website at https:// www.dfslonline.in; website of the stock exchanges i.e., BSE Limited at www.bseindia.com and National Stock Exchange of India Limited atwww. nseindia.com

• With a view to enable the Company to serve the members better, members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.

• SEBI vide its notification (SEBI/LADNRO/GN/2018/24) dated 8 June, 2018 as amended on 30 November, 2018 and notifications & circulars issued thereafter, has stipulated that w.e.f. 1 April, 2019, the transfer of securities (except transmission or transposition of shares) shall not be processed, unless the securities are held in the dematerialized form. The Company has complied with the necessary requirements as applicable, including sending of letters to shareholders holding shares in physical form and requesting them to dematerialize their physical holdings.

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• Members who still hold share certificates in physical form are advised to dematerialize their shareholding to also avail of numerous benefits of dematerialization, which include easy liquidity, ease of trading and transfer, savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries.

• In case of joint holders, the member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.

• The Company has been maintaining, inter alia, the following statutory registers at its registered office at D-7/3, Okhla Industrial Area-II, New Delhi-110020.

• Register of contracts or arrangements in which directors are interested under section 189 of the Act.

• Register of directors and key managerial personnel and their shareholding under section 170 of the Act.

• In accordance with the MCA Circulars, the said registers will be made accessible for inspection and shall remain open and be accessible to any member during the continuance of the meeting.

• Pursuant to section 72 of the Act, members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 (a copy of which is available on the Company’s website at www.dfslonline.in In respect of shares held in electronic/ demat form, the members may please contact their respective depository participant.

• The route map is annexed to this Notice.

In case a person becomes a member of the Company after dispatch of EGM Notice, and is a member as on the cut-off date for e-voting, i.e., Friday, 13th January, 2023, such person may obtain the user id and password from by email request on evoting@ cdsl.co.in.

• Alternatively, member may send signed copy of the request letter providing the email address, mobile number and self-attested PAN copy along with client master copy (in case of electronic folio)/copy of share certificate (in case of physical folio) via email to info@dfslonline.in for obtaining the Notice of EGM.

• Instructions for remote e-voting for the EGM are as follows:

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

• The Board of Directors of the company has appointed M/s. Jain P & Associates, Company Secretaries, as Scrutinizer for conducting the e-voting process for the Extra Ordinary General Meeting in a fair and transparent manner.

• The voting period begins on and ends on . During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• The shareholders should log on to the e-voting website www.evotingindia.com

• Click on “Shareholders” module.

• Now enter your User ID

• For CDSL: 16 digits beneficiary ID,

• For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

OR

Alternatively, if you are registered for CDSL’s EASI/EASIEST e-services, you can log-in at https://www.cdslindia.com from Login – Myeasiusing your login credentials. Once you successfully log-in to CDSL’s EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

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• If you are a first time user follow the steps given below:

	For Shareholders holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details feld as mentioned in instruction (v).

• After entering these details appropriately, click on “SUBMIT” tab.

• Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• Click on the EVSN for the relevant Company Name on which you choose to vote.

• On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page

• If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to info@dfslonline.in (Company Email id) or helpdesk.evoting@cdslindia.com

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1. For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to info@dfslonline.in (Company Email id) or helpdesk.evoting@ cdslindia.com.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE EGM ARE AS UNDER:-

• The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.

• Only those shareholders, who are present in the EGM and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote during the EGM.

• Shareholders who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www. evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; info@dfslonline.in(designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending EGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk. evoting@cdslindia.com or contact Mr. NitinKunder (022-23058738) or Mr. MehboobLakhani (022-23058543) or Mr. RakeshDalvi (02223058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. RakeshDalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A

Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

• To address issues/grievances of shareholders relating to the ensuing EGM, including e-voting, the following official has been designated:

designated:
Name of Offcial	Ms. Somali Tiwari
Designation	CompanySecretary& Compliance Offcer
Address	D-7/3 Okhla Industrial Area, Phase-2, New Delhi-110020
Contact No.	011-26387750
E-mail	info@dfslonline.in

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES

(MANAGEMENT AND ADMINISTRATION) RULES, 2014

ITEM NO. 1

The Company in its 31st Annual General Meeting held on 30th September, 2022,proposed to re-appoint M/s. Mukesh Aggarwal & Co., Chartered Accountants, (Firm Registration No. 011393N)as an Statutory Auditor of the Companybut the members could not approve the same in the Annual General Meeting and hence the term of the Statutory Auditors came to an end.

Further, based on the recommendation of the Audit Committee and , Pursuant to Sub Section (1) of Section 139 and Section 142 of the Companies Act, 2013 read with rule 3 of Companies (Audit and Auditors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder, the Board at its meeting held on 22nd October, 2022 considered and approved the appointment of M/s. V. SahaiTripathi& Co., Chartered Accountants, (FRN: 000262N) as the Statutory Auditors of the company to hold office till the conclusion of this Extra ordinary General Meeting of the Company.

Now, The Board based on the recommendation of the Audit Committeeproposes to appoint M/s. V. SahaiTripathi& Co., Chartered Accountants, (FRN: 000262N) as the Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this EGM upto the conclusion of 36thAnnual General Meeting of the Company,to be held for the financial year ending March 31, 2027.

No other Directors, Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

Terms & Conditions :

The terms and conditions for the appointment of M/s. V. SahaiTripathi& Co., Chartered Accountants, (FRN: 000262N) are proposed keeping in line with the objective of fair and accurate representation of financial position of the Company. The material terms of appointment and remuneration are given below:-

1. Designation : Statutory Auditor.

2. Term : They shall hold office for a term of five consecutive years (from the conclusion of this EGM upto the conclusion of 36th Annual General Meeting of the Company).

3. Audit Fees :Audit fees will be paid to them as mutually agreed between the proposed Auditor and the Board from time totime.

4. Basis of Recommendatio n: The Board based on the recommendation of the Audit Committee proposes to appoint M/s. V. SahaiTripathi& Co., Chartered Accountants, (FRN: 000262N) as the Statutory Auditors of the Company.

ITEM NO. 2

The Company at its 31st Annual General Meeting held on 30th September, 2022 proposed to reappoint Ms. Daman Preet Kaur (DIN:07475919) as an Independent Director of the Company for a second term of five consecutive years commencing from November 30, 2022 up to November 29, 2027 , but the shareholders could not approve the same. Hence, the tenure of Ms. Damanpreet Kaur ended on November 29, 2022.

Further, the Board of directors based on the recommendation of the Nomination and remuneration Committeeappointed Ms. Parul Singh as anAdditional Director (Category: Non-Executive Independent ) of the Company w.e.f. November 29, 2022.

The Board attheir meetingheld on 29th November, 2022, has receivedConsent to act as an Independent Director in Form DIR-2 and intimation in Form DIR-8 from Ms. Parul Singh that, she is not disqualified from being appointed as an Independent Director in terms ofSection 164 of the Act, declaration that she meets with the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 & Regulation 16(1)(b) of SEBI Listing Regulations.

The resolution seeks the approval of members for the appointment of Ms. Parul Singh as an Independent Director of the Company commencing from November 29, 2022 up to November 28, 2027 in terms of Section 149 and other applicable provisions of the Act and Rules made there under. She is not liable to retire by rotation. Based on the recommendations of the Nomination & Remuneration Committee and keeping in view the expertise of Ms. Parul Singh, the Board of Directors hereby proposed before the members to

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regularize the appointment of Ms. Parul Singh as mentioned in the resolution. For your information and record, Ms. Parul Singh has good experience in Company Law, Securities Law & general management. Board considers that her association would be of immense benefit to the Company and it is desirable to avail her services as an Independent Director.

No other Directors, Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD 2 ISSUED BY ICSI, INFORMATION ABOUT THE DIRECTORS PROPOSED

TO BE REAPPOINTED IS FURNISHED BELOW:

TO BE REAPPOINTED IS FURNISHED BELOW:
Name	MS. PARUL SINGH
Director Identifcation Number(DIN)	09811725
Date of Birth	17th April, 1996
Date of Appointment in the Board	29th November, 2022
Qualifcation	Graduate, Qualifed Company
	Secretary (Executive)from ICSI
Nature of Expertise in specifc functional areas	She has an experience in the feld of Finance,Secretarial law, SEBI Law & Corporate Governance
Shareholding in the Company including shareholding as benefcial owner	NIL
List of Directorshipheld in other companies	NIL
Names of Listed Entities in which the person holds membership of Committees of the Board	NIL
Name of listed entities from which the person has resigned in the past threeyears	NIL
Relationshipbetween Directors Inter-se	NIL
Terms and conditions of appointment/re-appointment	Terms of Appointment: 1. Remuneration/Sitting Fees which shall be payable to hershall be mutually decided between theBoard and the Director. 2. She will work with full integrity &commitment towards interest of the Company. 3. She will work in the capacity of IndependentDirector.
In case of Independent Director: The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	The Nomination and Remuneration Committee of theBoard has evaluated the profle of Ms. Parul Singh and concluded that she possess the relevant skill and capabilities to discharge the role of Independent Director.

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D C M

FINANCIAL

SERVICES LTD.

DCM FINANCIAL SERVICES LIMITED

CIN- L65921DL1991PLC043087

Regd. Office: D 7/3, Okhla Industrial Area, Phase-II, New Delhi 110020 Email ID: info@dfslonline.in, Website: www.dfslonline.in, Tel-011-41077750

PROXY FORM

Form No. MGT-11

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

	(Management and Administration) Rules, 2014]
CIN	L65921DL1991PLC043087
Name of Company	DCM Financial Services Limited
Registered Offce	D-7/3 Okhla Industrial Area,Phase-2 New Delhi-110020
Name of the Member(s)
Registered address
E-mail I. d.
Folio no./Client Id*
DP ID

I/We, being the member(s) of DCM Financial Services Limited holding _____ shares hereby appoint:

I/We, b	eing the member(s)	ofDCM Financial Services Limitedholding __	___ shares hereby appoint:
1	Name	…………………................................................………..
	Address	……………………................................................………..
	E-Mail I.D.	……………………................................................………..
	Signature	……………………................................................………..	or failing him
2	Name	……………………................................................………..
	Address	……………………................................................………..
	E-Mail I.D.	……………………................................................………..
	Signature	……………………................................................………..	or failing him
3	Name	……………………................................................………..
	Address	……………………................................................………..
	E-Mail I.D.	……………………................................................………..
	Signature	……………………................................................………..	or failing him

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Extra-Ordinary General Meeting of the Company, to be held on Friday, 20th January, 2023 at 11:30 AM atSarita Sadan, NS 3B, Sarita Vihar, Adj to St. Giri Public School, New Delhi-110076, and at any adjournment thereof in respect of such resolutions as are indicated below:

S. No.	Resolution	For		Against
1.	Appointment of M/s. V Sahai Tripathi & Co., Chartered Accountants, (FRN: 000262N) as StatutoryAuditors of the Company
2.	Regularization of appointment of Ms. Parul Singh(DIN: 09811725)as an Independent Director
Signed this____ day of _____ 2022 Signature of Shareholder Signature of Proxy holder(s)
			Affx Revenue Stamp of Rs. 1/-

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Notes:

• 1) This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the meeting.

• 2) For the resolutions, statement setting out material facts, notes and instructions please refer to the notice of Extra-Ordinary General Meeting.

• 3) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

• 4) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

• 5) Please complete all details including details of member(s) and proxy(ies) in the above box before submission.

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D C M

FINANCIAL

SERVICES LTD.

DCM FINANCIAL SERVICES LIMITED

CIN- L65921DL1991PLC043087

Regd. Office: D 7/3, Okhla Industrial Area, Phase-II, New Delhi 110020 Email ID: info@dfslonline.in, Website: www.dfslonline.in, Tel-011-41077750

Form No. MGT-12

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

BALLOT PAPER

Extra-Ordinary General Meeting of the members of DCM Financial Services Limited to be held on Friday, 20th January, 2023 at 11:30 AM at Sarita Sadan, NS 3B, Sarita Vihar, Adj to St. Giri Public School, New Delhi-110076

Name of First Named Shareholder …………………………………………….. (In Block Letters) Postal Address …………………………………………….. …………………………………………….. Folio No./DP ID & Client ID …………………………………………….. No. of Shares held …………………………………………….. Class of Shares ……………………………………………..

I hereby exercise my vote in respect of Ordinary/ Special Resolution enumerated below by recording my assent or dissent to the said resolution in the following manner:

S. No.	Resolution	Resolution	For	Against
1.	Appointment ofM/s. V Sahai Tripathi & Co.,Chartered Accountants, (FRN: 000262N) as Statutory Auditors of the Company
2.	Regularization of appointment ofMs. Parul Singh(DIN: 09811725)as an Independent Director
Date: Place:		Signature of Shareholder

* Please tick in the appropriate column

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D C M

FINANCIAL

SERVICES LTD.

DCM FINANCIAL SERVICES LIMITED

CIN- L65921DL1991PLC043087

Regd. Office: D 7/3, Okhla Industrial Area, Phase-II, New Delhi 110020 Email ID: info@dfslonline.in, Website: www.dfslonline.in, Tel-011-41077750

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

Extra-Ordinary General Meeting, onFriday, 20th January, 2023 at 11:30 AM at Sarita Sadan, NS 3B, Sarita Vihar, Adj to St. Giri Public School, New Delhi-110076.

Name of the Member (In Block Letters)	.................................................................................................................................
Address	................................................................................................................................. .................................................................................................................................
Folio No./DP ID & Client ID	.................................................................................................................................
No. of Shares held	.................................................................................................................................
Name of Proxy (To be flled in, if the proxy attends instead of the member)	.................................................................................................................................

I, hereby certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the Extra-Ordinary General Meeting of the Company onFriday, 20th January, 2023 at 11:30 AM at Sarita Sadan, NS 3B, Sarita Vihar, Adj to St. Giri Public School, New Delhi-110076

Member/Proxy’s Signature

Note:

• 1) Shareholders attending the meeting in person or by proxy are requested to complete the attendance slip and handover at the entrance of the premise.

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D C M FINANCIAL SERVICES LTD.

DCM FINANCIAL SERVICES LIMITED

CIN- L65921DL1991PLC043087

Regd. Office: D 7/3, Okhla Industrial Area, Phase-II, New Delhi 110020 Email ID: info@dfslonline.in, Website: www.dfslonline.in, Tel-011-41077750

ROUTE MAP

Venue : Sarita Sadan, NS 3B, Sarita Vihar, Adj to St. Giri Public School, New Delhi-110076 Nearest Place :St. Giri Public School

==> picture [528 x 257] intentionally omitted <==

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D C M FINANCIAL SERVICES LTD.

(CIN L65921DL1991PLC043087 ) Regd. Office: D 7/3, Okhla Industrial Area-II, New Delhi-110020

Tel- 011-41077750 l E-mail ID: info@dfslonline.in l Website: www.dfslonline.in

Date: 20th Dec,2022

DCM FINANCIAL SERVICES LIMITED

Folio No:

Dear Shareholder(s)

Sub: Common and simplified norms for processing investor’s service request by RTA and norms for furnishing PAN KYC details and Nomination

Please take note that Securities & Exchange Board of India (SEBI) vide its circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021 read with clarification circular No.SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 has notified common and simplified norms effective from January 1, 2022, for processing investors service request by Registrar and Transfer Agent (RTA) and mandatory furnishing of Permanent Account Number (PAN), KYC details and Nomination by holders of physical securities.

In this connection, following forms have been notified by SEBI-

1. Form ISR-1 (Request for registering PAN, KYC details or changes/updation thereof)

2. Form ISR-2 (Confirmation of Signature of securities holder by the Banker)

3. Form ISR-3 (Declaration for opt-out)

Furthermore, Form(s) SH-13 and SH-14 are already available for registration and change in nomination, respectively. Formats of all such forms can be downloaded from Company website htps://www.dfslonline.in/investors.html/

The shareholder(s) may kindly note that it has now been made mandatory for those holding shares in physical / certificate form to furnish PAN, KYC (including contact details, bank account details and specimen signatures) and nomination details.

As per SEBI directions, unless the shareholders furnish the above details by March 31, 2023, their folios will be frozen by the RTA. Also note that the RTA shall not process any service requests or complaints received from the holder(s) / claimant(s), till PAN, KYC and Nomination documents / details are received.

Therefore, in order to avoid freezing of his / her folios, the shareholders are requested to comply with the following procedure:

First link PAN with Aadhar to ensure the validity of your PAN and thereafter update this valid PAN with RTA by submitting the Form ISR-1.

• Update your KYC details (in Form ISR-I) and Nomination details (in Form SH-13) with RTA.

• Declaration to Opt-out: In case any of the shareholder(s), do not wish to nominate any person(s) in the event of his / her death, he / she shall file Declaration to Opt-out’, in Form ISR-3 with RTA.

• Submit SH-14 to change / cancel the nomination - In case of cancellation of nomination by the holder(s) through Form SH- 14 be provided to RTA.

• In case you wish to change your signatures in the Folio, then send the banker confirmation by filing form ISR-2 with RTA.

Please provide your Email Id and Phone No. to the RTA for records as well as for receiving communications by Electronic means. If you have already updated all the information stated above with Company / RTA, kindly ignore this correspondence.

Please find below the contact details of the RTA to enable you to submit your PAN/ KYC / Nomination / Bank details:

M/s. MCS Share Transfer Agents Limited

Unit: DCM FINANCIAL SERVICES LIMITED

F-65, 1st Floor, Okhla Industrial Area, Phase 1, New Delhi – 110020 Email Id: admin@mcsregistrars.com Phone No. 011-4140 6149/ 6150 / 6151 / 6152

In case of any query, you may contact us at info@dfslonline.in

For DCM FINANCIAL SERVICES LIMITED

(Nidhi Deveshwar) Whole Time Director