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DCM Ltd. AGM Information 2018

Oct 17, 2018

61500_rns_2018-10-17_8caad7b8-6114-4f75-a419-649909bcc43b.pdf

AGM Information

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DCM LIMITED: NEW DELHI

MINUTES OF THE 128TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON SEPTEMBER 24,2018

The 128th Annual General Meeting of the Company was held on Monday, September 24, 2018 at 11.30 A.M. at MPCU Shah Auditorium, Shree Delhi Gujarati Samaj Marg, Civil Lines, New Delhi - 110054

PRESENT

.,

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Dr.
Vinay
Bharat
Ram
Chairman
and
Managing
Director
Mr.
Bipin
Maira
Independent
Director
-
Also
as
Chairman
of
Audit
Committee
of
the
Company;
Prof
S
K
Jain
Independent
Director
Also
as
Chairman
of
Share
&
Transfer,
Finance
Facilities
Stakeholder
Relationship
Committee
of
the
Company
Mr.
Ravi
Vira
Gupta
Independent
Director
Also
as
Chairman
of
Nomination
and
Remuneration
Committee
of
the
Company
Dr.
Meenakshi
Nayar
Independent
Director
Mr.
Jitendra
Tuli
Director
Mr.
Amit
Jain
Mj
Representing
-
s
BSR
Co.
&
LLP,
Chartered
Accountants,
Statutory
Auditors
Mrs.
Pragnva
Parimita
Pradhan
Secretarial
Auditor

In Attendance:

Mr.
Ashwani
Singhal
Executive
Vice
President
(Finance
&
Accounts)
Mr.
Yadvinder
Goyal
Company
Secretary

75 members and 2 proxies (proxies holding 16,800 equity shares) as per attendance data received were present, which constituted the requisite quorum as per Section 103 of the Companies Act, 2013 and Article 49 of the Articles of Association of the Company.

In accordance with Article 50 of the Articles of Association of the Company, Dr. Vinay Bharat Ram, Chairman of the Board of Directors took the chair.

Relevant Statutory Registers, documents, the Auditor's Report and secretarial Audit report as prescribed under the Companies Act, 2013 and RuIes made thereunder were available during the meeting for inspection of the members.

CHAIRMAN'S I~ITIALS

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At 11.30 a.m., the Chairman commenced the meeting and extend warm welcome to the members to 128th Annual General Meeting (AGM). The Chairman announced that the requisite quorum being present, the meeting was called to order and proceeded with the agenda.

The Chairman informed that Mr. L Lakshman, Dr. Raghupati Singhania, Mr. Sushil Kapoor, Mr. Dinesh Dhiman and Mr. N P Chawla, directors of the Company (who were pre-occupied and expressed their inability to attend the meeting) could not present at the AGM. The Chairman then introduced the members of Board of Directors, Executive Vice President (Finance & Accounts) and Company Secretary present on the dais. Thereafter, the Chairman made his speech, the text of which is annexed (Annexure - I).

Thereafter, the Chairman commenced the formal agenda of the AGM. The Notice convening the meeting, the Directors' Report along with Annexure thereto and the financial statements for the financial year ended March 31, 2018 were taken as read with the consent of members present.

The Chairman informed the members that the Auditor's Report to the members on the Annual Accounts of the Company for the financial year ended March 31, 2018 did not contain any qualification, observation or comment on financial transactions or matters, which had any adverse effect on the functioning of the Company.

The Chairman informed the members that the Secretarial Audit Report for the financial year ended March 31,2018 did not contain any qualification, observation or comment or other remark.

Mrs. Pragnya Parimita Pradhan, Company Secretary in whole time Practice, whom the Board has appointed Scrutinizer for conducting and scrutinizing the 'Remote e-voting' and 'voting through poll' in a fair & transparent manner, was also present at the meeting.

The Chairman further stated that the Company had provided Remote e-voting facility to the members to cast their votes, through electronic voting platform of National Securities Depositary Limited (NSDL), as per requirement of the Companies Act, 2013 in the manner as prescribed under the Companies (Management and Administration) Rules, 2014 and the Companies (Management and Administration) Amendment Rules, 2015, as amended from time to time.

He further stated that the cut-off date of September 17, 2018 has been fixed to record the entitlement of the shareholders for the said remote e-voting and voting through Poll at AGM. The said 'Remote e - voting' took place between Friday, September 21, 2018 (9.00 a.m. 1ST) and ends on Sunday, September 23, 2018 (5.00 p.m. 1ST)using the NSDL platform.

Pursuant to Remote e-voting facility provided by the Company, certain members have already exercised their votes during Remote e-voting period from Friday, September 21, 2018 (9.00 a.m. 1ST) and ends on Sunday, September 23, 2018 (5.00 p.m. 1ST).

;HAIRMAN'S INITIALS

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The Chairman also stated that the members who have not voted through 'Remote e-voting' and no,:" present in person and through proxies at today's AGM are also entitled to vote in proportion to the shares held by them as on the same cut-off date of September 17, 2018.

He further informed that in line with the requirements of the Companies Act, 2013 and rules made thereunder, a Poll will be conducted for exercise of said physical voting rights by members Iproxies present in the today's AGM on all resolutions of Ordinary and Special business as set out in item numbers 1 to 12 of the Notice. He further informed that Polling papers will be distributed to the members Iproxies present in this AGM and then they will cast their votes in the Polling boxes kept on the table near the stage.

The Chairman further stated that Mrs. Pragnya Parimita Pradhan, Company Secretary in whole-time practice, appointed as Scrutinizer for 'Remote e- voting' and 'Polling at AGM', shall conduct the poll process and requested her to submit her report on or before September 26, 2018.

The Chairman further stated that on receipt of Scrutinizer's report from Mrs. Pragnya Parimita Pradhan on today's Poll, the same shall be clubbed with the result of Remote e-voting and the combined votes for or against each resolution shall be worked out and the consolidated results for the remote e-voting and Poll shall be declared on or before September 26, 2018, as prescribed. The consolidated result after declaration shall be communicated to BSE Limited, National Stock Exchange of India Limited, National Securities Depository Limited (NSDL), MCS Share Transfer Agent Limited (i.e. Registrar & Share Transfer Agent of the Company) and shall also be displayed on the website of the Company i.e. www.dcm.in

The members present at the meeting raised certain queries Isuggestions pertaining to the Annual Reporf/ Businesses, which were responded in the meeting.

Thereafter, the Chairman handed over the Poll process to the Mrs. Pragnya Parimita Pradhan, scrutinizer appointed for the Poll.

The Chairman stated that the meeting would stand concluded after completion of voting by members and proxies.

Conduct of Poll

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Mrs. Pragnya Parimita Pradhan, scrutinizer appointed for the Poll, conducted the Poll. Before starting of voting on Poll, the Polling papers were distributed to the members and proxies. Empty Poll boxes were shown to the members and thereafter the Poll boxes were locked and sealed in the presence of members and proxies. The members and proxies present casted their votes.

After obtaining confirmation from the shareholders and the scrutinizer that everyone has exercised the vote, the poll was declared complete at around 12.05 p.m. accordingly the meeting was stand concluded at same time. Scrutinizer then took the custody: of polling boxes.

C~~IIRMAN'S ~.ITIALS

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Result of 'Remote e-voting' and 'Poll' conducted on the items of Ordinary and Special Business at the Annual General Meeting of the Company held on September 24, 2018

On the basis of the Scrutinizer's Report dated September 24, 2018 for the Remote e-voting and Poll conducted at AGM, as per result of the voting, all the Ordinary and Special Resolutions as set out in item nos. 1 to 12 in the notice of the 128th Annual General Meeting of the Company have been duly passed by members with requisite majority.

The Results of Remote e-voting and Poll conducted at AGM along with Scrutinizer's Report were uploaded on the website of the Company and were also sent to NSDL, BSE Limited and National Stock Exchange of India Limited.

The Results of Remote e-voting and Poll are as under:

ORDINARYBUSINESS:

Ordinary Resolution at item No-l- Adoption of:

  • a. the audited standalone financial statements of the Company for the financial year ended March 31, 2018, the reports of the Board of Directors and Auditors thereon; and
  • b. the audited consolidated financial statements of the Company for the financial year ended March 31, 2018, together with Report of Auditors thereon .
Mode
of
Voting
by
members
of
the
Company
Number
of
Valid
votes
in
favour
(No.
of
equity
Shares)
Number
of
Valid
votes
against
(No.
of
equity
Shares)
Total % of
valid
votes
in
favour
of
the
resolution
% of
valid
votes
against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in
person
or
by
proxy)
660 a 660 100.0000 0.0000 o
Remote
e-Voting
92,62,165 1,400 92,63,565 99.98489 0.01511 o
Total 92,62,825 1,400 92,64,225 99.98489 0.01511 o

:;HAIRMAN'S INITIAl S

Based on the above, the Ordinarg Resolution No.1 has been passed with the requisite majority

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Ordinary Resolution at item no-2- Appointment of a director in place of Mr. Jitendra Tuli (DIN 00272930), who retires by rotation and being eligible, offers himself for re- appointment

Mode
of
Voting
by
members
of
the
Company
Number
of
Valid
votes
in
favour
(No.
of
equity
Shares)
Number
of
Valid
votes
against
(No.
of
equity
Shares)
Total % of
valid
votes
in
favour
of
the
resolution
% of
valid
votes
against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in
person
or
by
proxy)
660 a 660 100.0000 0.0000 0
Remote
e-Voting
l,04,10,()77 1,400 1,04,12,077 99.98655 0.01345 a
Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 0

SPECIALBUSINESS

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Special Resolution at item no- 3- Approval for continuation of appointment of Mr. Ravi Vira Gupta (DIN 00017410), as a Non-Executive Independent Director of the Company with effect from 1st April, 2019 up to August 3, 2019

0 Mode
of
Voting
by
members
of
the
Company
Number
of
Valid
votes
in
favour
of
(No.
equity
Shares)
Number
of
Valid
votes
against
(No.
of
equity
Shares)
Total % of
valid
votes
in
favour
of
the
resolution
% of
valid
votes
against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in
person
or
by
proxy)
660 0 660 100.0000 0.0000 0
r:
,I
Remote
e-Voting
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 0
~ Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 0

requisite majority

/

CHAIRMAN'S I~ITIALS

SPECIALBUSINESS

Special Resolution at item no,» 4- Approval for continuation of appointment of Mr. Bipin Maira, (DIN 05127804),as a Non-Executive Independent Director of the Company with effect from 1st April, 2019upto August 3, 2019

Mode
of
Voting
by
members
of
the
Company
Number
of
Valid
votes
in
favour
(No.
of
equity
Shares)
Number
of
Valid
votes
against
(No.
of
equity
Shares)
Total % of
valid
votes
in
favour
of
the
resolution
% of
valid
votes
against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in
person
or
by
proxy)
660 0 660 100.0000 0.0000 0
Remote
e-Voting
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 0
Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 a

SPECIALBUSINESS

Special Resolution at item no.- 5- Approval for continuation of appointment of Mr. Jitenclra Tuli (DIN 00272930),as a Director of the Company, liable to retire by rotation, for his remaining term of office with effect from 1st April, 2019 upto the period he retires by rotation or ceases to be director of the company

of
Mode
Voting
by
members
of
the
Company
Number
of
Valid
votes
in
favour
(No.
of
equity
Shares)
Number
of
Valid
votes
against
(No.
of
equity
Shares)
Total % of
valid
votes
in
favour
of
the
resolution
% of
valid
votes
against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in
person
or
by
proxy)
660 0 660 100.0000 0.0000 a
Remote
e-Voting
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 a
Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 0
Based on the above, the Special Resolution
requisite majority
No. 5 has been passed with
the

HAIRMAN'S INITIAL\$

Shipr:ao

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SPECIAL BUSINESS

Special Resolution at item no.- 6- Approval for continuation of appointment of Dr. Vinay Bharat Ram (DIN 00052826), as a Director of the Company, liable to retire by rotation, for his remaining term of office with effect from 1st April, 2019 upto the period he retires by rotation or ceases to be director of the company

Mode
of
Voting
by
members
the
Company
Number
of
Valid
of votes
in
favour
(No.
of
equity
Shares)
Number
of Valid
votes
against
(No.
of
equity
Shares)
Total % of valid
votes
in
favour
the
resolution
% of valid
votes
of against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in person
or
by proxy)
660 0 660 100.0000 0.0000 0
Remote
e-Voting
1,04,10,655 1,400 1,04,12,055 99.98655 0.01345 0
Total 1,04,11,315 1,400 1,04,12,715 99.98655 0.01345 0

SPECIAL BUSINESS

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Special Resolution at item no.- 7- Approval of appointment of Dr. Vinay Bharat Ram as Managing Director of the Company, for a period of three years w.e.f. January 30, 2019


Mode
of
Voting
by
members
the
Company
Number
Valid
of
of votes
in
favour
(No.
of
equity
Shares)
Number
of Valid
votes
against
(No.
of
equity
Shares)
Total % of valid
votes
in
favour
the
resolution
% of valid
votes
of against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling paper
(in person
or
by proxy)
660 0 660 100.0000 0.0000 0
Remote
e-Voting
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 0
Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 0

CHAIRMAN'S IN~TIALS

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SPECIAL BUSINESS

Ordinary Resolution at item no.- 8- Approval of appointment of Mr. Dinesh Dhiman (DIN 08021624), as a Director of the Company, liable to retire by rotation

Mode
of
Voting
by
members
of
the
Company
Number
Valid
of
votes
in
favour
(No.
of
equity
Shares)
Number
of Valid
votes
against
(No.
of
equity
Shares)
Total % of valid
votes
in
favour
the
resolution
% of valid
votes
of against
the'
resolution
Invalid
Votes
(No.
Shares)
of
Voting
through
Polling
paper
(in
person
or
by proxy)
660 0 660 100.0000 0.0000 0
Remote
e-Voting
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 0
Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 0

SPECIAL BUSINESS

HAIRI~N'S

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Ordinary Resolution at item no.- 9- Approval of appointment of Mr. Dinesh Dhiman (DIN 08021624) as Whole-Time Director designated as Executive Director (Engineering Operation) of the Company, for a period of three years w.e.f. December 13, 2017

Voting
through
660
(in
or
0 660 100.0000 0.0000 0
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 0
1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 0
Polling
by proxy)
Remote
e-Voting
Based on the above,
requisite majority
the Ordinanj Resolution
No.9
has been passed

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SPECIAL BUSINESS

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Ordinary Resolution at item no.- 10- Approval of appointment of Mr. Sushi! Kapoor (DIN 02481289) as a Director of the Company, liable to retire by rotation

Shares)
660
(in
or
by proxy)
0 660 100.0000 0.0000 0
1,400 1,04,12,077 99.98655 0.01345 0
1,400 1,04,12,737 99.98655 0.01345 0
1,04,10,677
1,04,11,337
Based on the above, the Ordinarij
Resolution No. 10 has been passed with
the
requisite majority
Special
Kapoor
Director
w.e.f. January
Resolution
(DIN
02481289)
(Engineering
15, 2018
at item
no.-
as
Business)
11- Approval
Whole-Time
of the
for
Director
Company,
for
appointment
designated
as
a period
of Mr.
Sushi!
Executive
of
one
year
Mode
Voting
by
members
of
the
Company
of Number
of
Valid
votes
in
favour
(No.
of
equity
Shares)
Number
of Valid
votes
against
(No.
of
equity
Shares)
Total % of valid
votes
in
favour
the
resolution
% of valid
votes
of against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in
person
or
by proxy)
660 0 660 100.0000 0.0000 0
Remote
e-Voting
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 0
Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 0

CHAIRMAN'S INITIALS

Shi'jfa-

/

Ordinary
payable
SPECIALBUSINESS
Resolution
to Cost Auditors
for Financial at item no.- 12- Approval of ratification
Year 2018-19
of remuneration
Mode
Voting
by
members
of
the
Company
of Number
of
Valid
votes
in
favour
(No.
of
equity
Shares)
Number
of Valid
votes
against
(No.
of
equity
Shares)
Total % of valid
votes
in
favour
the
resolution
% of valid
votes
of against
the
resolution
Invalid
Votes
(No.
of
Shares)
Voting
through
Polling
paper
(in
person
or
by proxy)
660 o 660 100.0000 0.0000 a
Remote
e-Voting
1,04,10,677 1,400 1,04,12,077 99.98655 0.01345 a
Total 1,04,11,337 1,400 1,04,12,737 99.98655 0.01345 a

The resolutions passed by the shareholders are recorded hereunder as part of the proceedings of 128th Annual General Meeting held on September 24, 2018:

ORDINARY BUSINESS

ITEM NO. - 1. ORDINARY RESOLUTION FOR ADOPTION OF (A) THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018, THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON; AND (B) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018 TOGETHER WITH REPORT OF AUDITORS THEREON

"RESOLVED THAT

  • a. the audited standalone financial statements of the Company for the financial year ended March 31, 2018, the reports of the Board of Directors and Auditors thereon; and
  • b. the audited consolidated financial statements of the Company for the financial year ended March 31, 2018 together with Report of Auditors thereon, be and are hereby received, approved and adopted."

.•..•

HAIRMAN'S INITIA •..S

~I

ITEM NO. - 2. ORDINARY RESOLUTION FOR APPOINTMENT OF A DIRECTOR IN PLACE OF MR. JITENDRA TULI (DIN: 00272930), WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE- APPOINTMENT

"RESOLVED THAT Mr. Jitendra Tuli, (holding DIN 00272930), who retires by rotation and being eligible, having offered himself for reappointment be and is hereby appointed as a director of the Company."

SPECIAL BUSINESS

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ITEM NO. - 3. SPECIAL RESOLUTION FOR APPROVAL FOR CONTINUATION OF APPOINTMENT OF MR. RAVI VIRA GUPTA (DIN 00017410), AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY WITH EFFECT FROM 1ST APRIL, 2019 UPTO AUGUST 3, 2019

IIRESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and Regulation 17 (lA) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the applicable provisions of the Companies Act, 2013 and relevant Rules made there under, including any statutory modification(s) or re-enactment thereof, for the time being in force, approval of the Company be and is hereby accorded to continue the appointment of Mr. Ravi Vira Gupta, (DIN 00017410), aged around 80 Years, as a Non-Executive Independent Director of the Company, (whose present term of office as per the Companies Act, 2013 is for 5 (five) consecutive years with effect from August 4,2014 upto August 3,2019, and whose continuation in office with effect from 1st April, 2019 requires approval of shareholders by way of special resolution), for his remaining term of office with effect from 1st April, 2019 upto August 3, 2019.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

ITEM NO. -4. SPECIAL RESOLUTION FOR APPRO VAL FOR CONTINUATION OF APPOINTMENT OF MR. BIPIN MAIRA, (DIN 05127804), AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY WITH EFFECT FROM 1ST APRIL, 2019 UPTO AUGUST 3,2019

IIRESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and Regulation -17 (lA) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the applicable provisions of the Companies Act, 2013 and relevant Rules made there under, including any statutory modification(s) or re-enactment thereof, for the time being in force, approval of the Company be and is hereby accorded to continue the appointment of Mr. Bipin Maira, (DIN 05127804), aged around 78 Years, as a Non-Executive Independent Director

CHAIRMAN'S INITIALS

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of the Company, (whose present term of office as per the Companies Act, 2013 is for 5 (five) consecutive years with effect from August 4, 2014 upto August 3,2019, and whose continuation in office with effect from 1 st April, 2019 requires approval of shareholders by way of special resolution), for his remaining term of office with effect from 1st April, 2019 upto August 3, 2019.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and. things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

ITEM NO. -5. SPECIAL RESOLUTION FOR APPROVAL FOR CONTINUATION OF APPOINTMENT OF MR. JITENDRA TULI (DIN 00272930), AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, FOR HIS REMAINING TERM OF OFFICE WITH EFFECT FROM 1ST APRIL, 2019 UPTO THE PERIOD HE RETIRES BY ROTATION OR CEASES TO BE DIRECTOR OF THE COMPANY

"RESOLVED THAT subject to approval of shareholders of the Company to the resolution no. ,2 for appointment of Mr. Jitendra Tuli, (DIN 00272930), as a director of the Company liable to retires by rotation, of this notice of the 128th Annual General Meeting of the Company and pursuant to recommendation of the Nomination and Remuneration Committee and Regulation 17 (IA) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and the applicable provisions of the Companies Act, 2013 and relevant Rules made there under, including any statutory modification(s) or re-enactment thereof, for the time being in force, approval of the Company be and is hereby accorded to continue the appointment of Mr. Jitendra Tuli (DIN 00272930), aged around 78 Years, as a Non-Executive Director of the Company, (whose office of director is liable to retire by rotation and whose continuation in office with effect from 1st April, 2019, requires approval of shareholders by way of special resolution), to hold office for his remaining term of office with effect from 1st April, 2019 upto the period till he retires by rotation or ceases to be director of the company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

ITEM NO. -6. SPECIAL RESOLUTION FOR APPROVAL FOR CONTINUATION OF APPOINTMENT OF DR. VINAY BHARAT RAM (DIN 00052826), AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION, FOR HIS REMAINING TERM OF OFFICE WITH EFFECT FROM 1ST APRIL, 2019 UPTO THE PERIOD HE RETIRES BY ROTATION OR CEASES TO BE DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and Regulation 17 (IA) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

HAl RMAN'S INITI~LS

Requirements) Regulations, 2015, as amended from time to time, and the applicable provisions of the Companies Act, 2013 and relevant Rules made there under, including any statutory modification(s) or re-enactment thereof, for the time being in force, approval of the Company be and is hereby accorded to continue the appointment of Dr. Vinay Bharat Ram (DIN 00052826), aged around 82 Years, in his capacity as a Director of the Company, liable to retire by rotation, (whose continuation in office with effect from 1st April, 2019, requires approval of shareholders by way of special resolution), to hold office for his remaining term of office with effect from 1st April, 2019 upto the period till he retires by rotation or ceases to be director of the company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

ITEM NO. -7. SPECIAL RESOLUTION FOR APPROVAL OF APPOINTMENT OF DR. VINAY BHARAT RAM AS MANAGING DIRECTOR OF THE COMPANY, FOR A PERIOD OF THREE YEARS W.E.F. JANUARY 30, 2019

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"RESOL VED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and subject to the provisions of Sections 196, 197, 198, 203 and Schedule - V of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and other applicable provisions, if any, of the Companies Act, 2013 and Article of Association of the Company, approval of the members of the Company be and is hereby accorded to the appointment of Dr. Vinay Bharat Ram (DIN 00052826) as Managing Director of the Company w.e.f. January 30, 2019 for a period of 3 years on the remuneration and terms and condition as given below:

Particulars Amount
in
Rs.
(Per
Month)
Amount
in
Rs.
(Per
Annum)
A.SALARY
Basic 4,00,000 48,00,000
Special
Allowance
1,50,000 18,00,000
Sub-Total
(A)
5,50,000 66,00,000
&
B.
PERQUISITES
ALLOWANCES
Rent
Free
6,45,000 77,40,000
Furnished
Accommodation
(plus
applicable
tax)
(plus
applicable
tax)
Medical
Allowance/Reimbursement
5,000 60,000
Water,
Electricity
and
Gas
75,000 9,00,000
Sub-
Total
(B)
7,25,000 87,00,000
Grand
Total
(A)+(B)
12,75,000 1,53,00,000

CHAIRMAN'S INyrlALS

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In addition to the above, he shall also be entitled to following facilities necessary for the purposes of business, which will not be considered as perquisites:

i. Company maintained car(s) with driver(s);

ii. Telephone(s) facility.

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However, for the personal use of car, the amount equivalent to the perquisite value of the car(s) as per Income Tax Act shall be recovered from him.

OTHER TERMS AND CONDITIONS:

  • a. The Board in its discretion may pay to him lower .remuneration than the maximum remuneration stipulated hereinabove and revise it from time to time within the limits stipulated herein.
  • b. Subject to overall superintendence, direction and control of the Board of Directors, Dr. Vinay Bharat Ram is entrusted with substantial powers of management of the Company. He shall look after the working and shall manage the affairs of the Company, as may from time to time be assigned to him by the Board of Directors of the Company.
  • c. For the discharge of duties, Dr. Vinay Bharat Ram shall report to and derive his authorities and functional responsibilities from the Board of Directors.
  • d. Either party may terminate the appointment by giving to the other, three calendar months' notice in writing.
  • e. In the event of termination of appointment by the Company, he shall be entitled to receive compensation in accordance with the provisions of the Companies Act, 2013.
  • f. Remuneration for a part of the year shall be computed on a pro-rata basis.
  • h. He shall not be entitled to any sitting fees for attending the meeting of Board of Directors or Committee(s) thereof.
  • i. He shall be entitled to Gratuity as per policy/rules of the Company, however pursuant to provisions of Paragraph 1 of Section IV of Part- II of Schedule V of the Companies Act, 2013, the same shall not be included in the computation of ceiling on remuneration.
  • j. Subject to limits as prescribed in Company's Policies, he shall be entitled to re-imbursement of expenses including on entertainment and traveling incurred in the course of business of the Company, which will not be treated as an item of remuneration for the purpose of Section 197 of the Companies Act, 2013.

RESOLVED FURTHER THAT pursuant to provisions of Section 197 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and Rules issued there under, including any statutory modification(s) or re-enactment thereof, for the time being in force, the remuneration as set out above, be paid as minimum remuneration to Dr. Vinay Bharat Ram, subject to such approvals as may be necessary, notwithstanding that in any relevant financial year(s) of the Company during his tenure as Managing Director, the Company has no profit or its profits are inadequate under Section 198 of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors (constituted or to be constituted) or Director(s) or officer(s) or any other person(s) to give effect to the aforesaid resolution."

ITEM NO. -8. ORDINARY RESOLUTION FOR APPROVAL OF APPOINTMENT OF MR. DINESH DHIMAN (DIN 08021624), AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION

"RESOLVED THAT Mr. Dinesh Dhiman (DIN 08021624), who was appointed by the Board of Directors as an Additional Director of the Company on the recommendations of Nomination & Remuneration Committee, with effect from December 13, 2017 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as a Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

ITEM NO. -9. ORDINARY RESOLUTION FOR APPROV AL OF APPOINTMENT OF MR. DINESH DHIMAN (DIN 08021624) AS WHOLE-TIME DIRECTOR DESIGNATED AS EXECUTIVE DIRECTOR (ENGINEERING OPERATION) OF THE COMPANY, FOR A PERIOD OF THREE YEARS W.E.F. DECEMBER 13, 2017

"RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and subject to the provisions of Sections 196, 197, 198, 203 and Schedule - V of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and other applicable provisions, if any, of the Companies Act, 2013 and Article of Association of the Company, approval of the members of the Company be and is hereby accorded to the appointment of Mr. Dinesh Dhirnan (DIN 08021624), as Whole-Time Director of the Company designated as Executive Director (Engineering Operation) with effect from December 13,2017 for a period of three years from December 13, 2017 upto December 12,2020 on the remuneration and terms and conditions as given below:

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SINo. Particulars Amount
in
Rs.
(Per Month)
Amount
in
Rs.
(Per Annum)
I SALARY
AND
ALLOWANCES
Basic Salary 90,000 10,80,000
House
Rent Allowance
54,000 6,48,000
LTA 4,167 50,004
Medical
Allowance
7,500 90,000
Special Allowance 1,38,500 16,62,000
Sub-Total
(I)
2,94,167 35,30,004
II OTHERS
Company
Contribution
to
Provident
Fund
as
per
policy 1rules
of
the
Company.
10,800 1,29,600
as per policy 1rules
Gratuity
of the Company
4,326 51,912
Sub-Total
(II)
15,126 1,81,512
III Total
(I)+(II)
3,09,293 37,11,516

In addition to the above, he shall also be entitled to following facilities necessary for the purposes of business, which will not be considered as perquisites:

i. Company maintained car with driver;

ii. Telephone facility.

However, for the personal use of car, the amount equivalent to the perquisite value of the car as per Income Tax Act shall be recovered from him.

The annual increase in total remuneration (as stated at point no. III of table given above) of Mr. Dinesh Dhiman, Whole-Time Director of the Company designated as Executive Director (Engineering Operation) shall be as may be decided by the Board of Directors of the Company, from time to time, however the same shall not exceed Rs. 50,000/ - per month or Rs. 6,00,0001 per annum, at each occasion of the annual increment.

Other Terms and Conditions:

:HAIRMAN'S INITIALS

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  • a. The Board may in its discretion pay to him lower remuneration than the maximum remuneration stipulated hereinabove and revise it from time to time within the limits stipulated herein or if it exceeds, then with the necessary approvals, if any, at the appropriate point of time.
  • b. For the discharge of duties, Mr. Dinesh Dhiman shall report to and derive his authorities and functional responsibilities from Mr. Sushi! Kapoor, Executive Director (Engineering Business) or as may be decided by the Board of Directors, from time to time.

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  • d. Either party may terminate the appointment by giving to the other, 3 calendar months' notice in writing.
  • e. In the event of termination of appointment by the Company, he shall not be entitled to receive compensation in accordance with the provisions of the Companies Act, 2013.
  • f. Encashment of leave at the end of tenure will not be included in the computation of the ceiling on perquisites.
  • g. Remuneration for a part of the year shall be computed on a pro-rata basis.
  • h. Perquisites shall be evaluated at actual cost or if the cost is not ascertainable the same shall be valued as per Income Tax Rules.
  • i. He shall not be entitled to any sitting fees for attending the meeting(s) of Board of Directors or Committee(s) thereof of the Company.
  • j. For the purposes of retirement benefits like Gratuity, Provident Fund etc., the service of Mr. Dinesh Dhiman, Whole-Time Director designated as Executive Director (Engineering Operation) will be considered as continuation of service from the date of his joining with the Company.

RESOLVED FURTHER THAT pursuant to provisions of Section 197 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and Rules issued there under, including any statutory modification(s) or re-enactment thereof, for the time being in force, the remuneration as set out above, be paid as minimum remuneration to Mr. Dinesh Dhiman, Whole-Time Director, designated as Executive Director (Engineering Operation) of the Company, subject to such approvals as may be necessary, notwithstanding that in any relevant financial year(s) of the Company during his tenure as Whole-Time Director, the Company has no profit or its profits are inadequate under Section 198 of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors (constituted or to be constituted) or Director(s) or officer(s) or any other person(s) to give effect to the aforesaid resolution."

ITEM NO. -10. ORDINARY RESOLUTION FOR APPROVAL OF APPOINTMENT OF MR. SUSHIL KAPOOR (DIN 02481289) AS A DIRECTOR OF THE COMPANY, LIABLE TO RETIRE BY ROTATION

"RESOLVED THAT Mr. Sushi! Kapoor (DIN 02481289), who was appointed by the Board of Directors as an Additional Director of the Company on the CHAIRMAN'S INI}lALS

recommendations of Nomination & Remuneration Committee, with effect from January 15, 2018 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as a Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution,"

ITEM NO. -11. SPECIAL RESOLUTION FOR APPOINTMENT OF MR. SUSHIL KAPOOR (DIN 02481289) AS WHOLE-TIME DIRECTOR DESIGNATED AS EXECUTIVE DIRECTOR (ENGINEERING BUSINESS) OF THE COMPANY, FOR A PERIOD OF ONE YEAR W.E.F. JANUARY 15, 2018

IIRESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors and subject to the provisions of Sections 196, 197, 198, 203 and Schedule - V of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, and other applicable provisions, if any, of the Companies Act, 2013 and Article of Association of the Company, approval of the members of the Company be and is hereby accorded to the appointment of Mr. Sushi! Kapoor (DIN: 02481289), as Whole-Time Director of the Company designated as Executive Director (Engineering Business) w.e.f. January 15, 2018 for a period of one year from January 15, 2018 upto January 14, 2019 on the remuneration and terms and conditions as given below:

S1.No. Particulars Amount
in
Rs,
(Per
Month)
Amount
in
Rs.
(Per
Annum)
1 Salary 7,75,000 93,00,000
2 Cat
Allowance
60,000 7,20,000
Total 8,35,000 1,00,20,000

He shall also be entitled to following:

  • Performance Bonus linked to the achievement of targets, as may be defined by the Board of Directors of the Company and/ or its committee(s), subject to maximum limit of Rs. 50 lacs per annum.
  • Telephone expenses

He shall not be entitled to any retirement benefits like Gratuity, Provident Fund, Superannuation and Leave Encashment etc.

Other Terms and Conditions:

a. The Board may in its discretion pay to him lower remuneration than the maximum remuneration stipulated hereinabove and revise it from time to time within the limits stipulated herein or if it exceeds, then with the necessary approvals, if any, at the appropriate point of time.

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  • b. For the discharge of duties, Mr. Sushil Kapoor shall report to and derive his authorities and functional responsibilities from the Chairman and Managing Director and! or Board of Directors of the Company.
  • c. Subject to overall superintendence, direction and control of the Board of Directors, Mr. Sushil Kapoor shall look after the working of and shall manage the day to day affairs of the 'DCM Engineering Product', a Unit of DCM Limited (referred as 'Engineering Division') situated at Village Asron, Tehsi! Balachur, District Shaheed Bhagat SinghNagar, Punjab.
  • d. Either party may terminate the appointment by giving to the other, 3 calendar months' notice in writing.
  • e. In the event of termination of appointment by the Company, he shall not be entitled to receive compensation in accordance with the provisions of the Companies Act, 2013.
  • f. Remuneration for a part of the year shall be computed on a pro-rata basis.
  • g. He shall not be entitled to any sitting fees for attending the meeting(s) of Board of Directors or Committee(s) thereof of the Company.

RESOLVED FURTHER THAT pursuant to provisions of Section 197 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and Rules issued there under, including any statutory modification(s) or re-enactment thereof, for the time being in force, the remuneration as set out above, be paid as minimum remuneration to Mr. Sushi! Kapoor, Whole-Time Director, designated as Executive Director (Engineering Business) of the Company, subject to such approvals as may be necessary, notwithstanding that in any relevant financial year(s) of the Company during his tenure as Whole-Time Director, the Company has no profit or its profits are inadequate under Section 198 of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors (constituted or to be constituted) or Director(s) or officer(s) or any other person(s) to give effect to the aforesaid resolution."

ITEM NO. -12. ORDINARY RESOLUTION FOR APPROVAL OF RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITORS FOR FINANCIAL YEAR 2018-19

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"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment thereof, for the time being in force), the remuneration payable to Cost Auditors appointed by the Board of Directors of the Company, as stated below be and is hereby ratified and confirmed:

INITIALS

CHAIRMAN'S

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  • i. Rs. 50,000/- (Rupees fifty thousand only) plus GST & out-of pocket expenses, if any, to M/ s K G Goyal & Associates, Cost Accountants (Firm Registration Number 000024), as Cost Auditors, for financial year 2018-19, for audit of cost accounting records of 'Cotton Textiles' manufactured by the Company;
  • ii. Rs. 1,25,000/ (Rupees one lac and twenty five thousand only) plus GST & out-of-pocket expenses, if any, to M/ s V Kumar & Associates, Cost Accountants (Firm Registration Number 100137), as Cost Auditors, for financial year 2018-19, for audit of the Cost Accounts pertaining to Cast Iron Unit of the Company namely 'DCM Engineering Products' located at Shaheed Bhagat Singh Nagar, Punjab; and
  • iii. Rs. 60,000/- (Rupees sixty thousand only) plus GST & out-of-pocket expenses, if any, to M/ s V Kumar & Associates, Cost Accountants (Firm Registration Number 100137), as Lead Cost Auditor, for financial year 2018-19, for consolidation of the Cost Audit Reports etc. of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution. "

All the above resolutions, which were put to vote, were passed with requisite majority.

Date: /6 /10 J ~ 18 Place: New Delhi

ANNEXURE-I

CHAIRMAN'S STATEMENT AT 128TH AGM - 24TH SEPTEMBER, 2018

Dear Shareholders,

On behalf of the Board of Directors and on my own behalf, I extend a very warm welcome to each one of you to the 128th Annual General Meeting of your Company. I thank you for your presence here today and for your continued support.

I would like to brief you the economic scenario and on your Company's performance during the year 2017-18.

THE MACRO SCENE

The global economy picked up on the cyclical recovery that started in late 2016 and experienced broad based growth in 2017-18. In particular, economic

HAIRMAN'S INITIALS

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CHAIRMAN'S INITIALS

activity gained momentum in the US and Europe. Global manufacturing activity continued to grow. on account of favourable financing conditions, accommodative policies, rising investor confidence and increase in commodity prices.

India's economy picked up some pace in FY 2017-18 and the gross domestic product growth was better than FY 2016-17. In terms of economic performance in the year under consideration, India stood tall amongst its global peers and continues to maintain prospects of significant growth. With an improving business ecosystem, stable macroeconomic indicators and a liberal FDI regime, foreign capital inflow has provided impetus to the domestic economy.

Currently, India is witnessing remarkable transformation. Mega tax reforms, financial inclusion, universal health insurance, mass digitalisation, infrastructure development and the growth of manufacturing and service sectors are some of the change enablers. More so, the country currently enjoys prudent fiscal conditions, stable inflation and growing trade to support sustainable GDP growth. Not surprisingly, the country is in the spotlight globally.

However, there are near-term challenges. Trade protectionism, rising international crude oil prices, rupee depreciating to a record low, geopolitical risks and the uncertainty about tightening monetary policies in advanced economies are worrisome and can have a spillover negative effect on our economy.

Infrastructure projects such as Bharatmala Pariyojana, airports, metros, affordable housing, smart cities will strengthen economic growth in the medium-term.

FINANCIAL HIGHLIGHTS

During the year 2017-18, your Company has recorded a Loss of Rs. 35.54 crores against a Loss of Rs. 2.51 crores during last year.

Let m.e now take you through the performance of different businesses of your Company during financial year 2017-18:

TEXTILE BUSINESS

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The Textile Division of the Company is located at Hisar in Haryana with a capacity of 1,14,096 Spindles. The Profit Before Tax (PBT) decreased to Rs. 15.51 crores in financial Year 2017-18 as compared to Rs. 31.21 crores in the previous financial year 2016-17. During the year/ the profitability of the Textile Division was lower primarily due to decrease in margin in the first half of the year on account of reduction in yarn prices, lower market demand, rupee appreciation etc. However, in the 2nd half with the availability of the new crop in India, cotton prices felt thereby improving margins.

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ENGINEERING BUSINESS

The Engineering Division is supplying castings across all segments in the automotive market: cars, multi-utility vehicles, tractors, light commercial vehicles, heavy commercial vehicles and earth-moving equipment.

During the year, the Division achieved total dispatch of 40,957 MT (previous year 44,970 MT). The Engineering Division continued to make losses because of lower volume due to production constraints primarily on account of IR issues, decline in margin because of higher rejection, increased input cost and under-recovery of the fixed overheads. The interaction with the workmen by officials of the Division at different levels has been enhanced to strengthen cordial relations and to improve their morale.

The Division is continuously focusing to achieve improved quality standards, skill set improvement and enhancement of manpower and machine efficiencies. This should lead to better productivity and cost effectiveness across all areas of operations.

IT BUSINESS

The IT Division of the Company is an established service provider for managed IT Services globally. The Division has over a decade's experience in IT Infrastructure services specializing in networking, analytics, cloud, and digital technologies.

During the year under review, the sales and other income of the Division was Rs. 44.98 crores (previous year Rs. 60.11 crores) and Profit before Tax (PBT) was Rs 1.63 crores (Previous year Rs. 5.98 crores).

The performance of the Division was adversely affected due to IT budget cut backs of primary customers and slow offtake in the US market. The business operations have now been aligned to cater to the newer opportunities in cloud, automation, and digital services in the overseas market, and special thrust on Smart Cities in India. This should help the Division to grow faster in future.

Given this financial background, the Board of Directors of your Company does not recommend any dividend for FY 2017-18.

DIRECTORS

HAI~,~'S INIT""'rS Mr. Chandra Mohan, Non-Executive Independent Director of the Company has resigned from the directorship of the Company with effect from August 7, 2018. Your Board placed on record its appreciation for the contributions made by him during his tenure as Non-Executive Independent Director of the Company.

During the year under review, Mr. Dinesh Dhiman was appointed as Executive Director (Engineering Operation) of the Company for a period of 3 years with effect from December 13, 2017 and Mr. Sushil Kapoor was appointed as Executive Director (Engineering Business) of the Company for a period of 1 year with effect from January 15, 2018. Necessary resolution(s) for seeking approval of members for their respective appointments have been included in Notice of this Annual General Meeting of the Company.

Mr. Jitendra Tuli retires by rotation and being eligible offers himself for reappointment. Accordingly. necessary resolution seeking approval of members for appointment of Mr. Jitendra Tuli as director of the Company, liable to retire by rotation, has been included in the Notice of this Annual General Meeting of the Company.

Further, necessary resolution seeking approval of members for my appointment as Managing Director of the Company for a period of 3 years with effect from January 30, 2019 has been included in the Notice of this Annual General Meeting of the Company.

Pursuant to Regulation 17(lA) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, necessary resolution(s) for continuation of remaining term of appointments of Mr. Ravi Vira Gupta, Mr. Bipin Maira, Mr. Jitendra Tuli and myself, w.e.f. April I, 2019, have been included in the Notice of forthcoming 128th Annual General Meeting of the Company, as we have attained the age of more than 75 years.

ACKNOWLEDGEMENTS

On behalf of your Company's Board, I record our thanks to all our banks, financial institutions, stakeholders, business associates and the Central and State Governments for their co-operation and support.

I would like to place on record the sincerity, hard work, commitment and dedication of our employees. Let me express our deepest gratitude to each of you, our shareholders. I look forward to your ongoing support.

Thank you!

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Speech by Dr. Vinay Bharat Ram, Chairman & Managing Director, at the 128th Annual General Meeting of DCM Limited held on Monday, the 24th day of September, 2018, at New Delhi.

CHAIRMAN'S INITIALS