DCM Ltd. — Annual Report 2019

May 30, 2019

May 29, 2019

, BSE Limi Floor , hiroze Jeejeebhoy Towers, D Street, umbai-400 001

~al Stock Exchange of India Ltd. Exchange Plaza, Plot no. c/i. ^G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Subject: Outcome of Board Meeting dated May 29, 2019 (Scrip Code: 502820jDCM)

Dear Sir,

This is to inform you that the Board of Directors of the Company at its meeting held today at Sri Ram Center, 4, Safdar Hashmi Marg, Mandi House, New Delhi, have:

• 1. Approved and taken on record the Audited Financial Results (Standalone and Consolidated) of the Company for the 4th quarter and financial year ended March 31, 2019. Accordingly pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith:
• i. Audited Standalone Financial Results for the quarter and year ended on 31 March, 2019;
• ii. Audited Consolidated Financial Results for the quarter and year ended on 31 March, 2019;
• Hi. Declaration for Audit Report with unmodified opinion for Standalone Financial Results for the financial year ended on March 31,2019;
• iv. Statement of Impact of Audit Qualifications (for audit report with modified opinion) for Consolidated Financial Results for the financial year ended on March 31,2019 and;
• v. Auditors' Report on the Audited Financial Results Standalone and Consolidated
• 1. Re-appointed Mr. Bipin Maira (DIN-05127804), Mr. Ravi Vira Gupta (DIN-00017410), Prof. Sudhir Kumar Jain (DIN-06419514) and Dr. Meenakshi Nayar (DIN-06866256) as Independent Director(s) of the Company for a second term of five years with effect from August 4, 2019 subject to approval of members of the Company by Special Resolution. Necessary Information in respect of Mr. Bipin Maira, Mr. Ravi Vira Gupta, Prof. Sudhir Kumar Jainand Dr. Meenakshi Nayar as per SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9,2015 read with Regulation 30 - Para A of Part A of Schedule III of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is enclosed herewith as Annexure -II.
• 1. Decided to raise funds upto an aggregate value not exceeding Rs. 50 crores, subject to receipt of necessary approvals, as applicable, by way of issue of equity shares of the company to its eligible shareholders on a right basis ('Rights issue') in accordance with applicable provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 20019 and other applicable laws.

Registered Office: Vikrant Tower, 4, Rajendra Place, New Delhi-ll0008 Phone: (011) 25719967 Fax: (011) 25765214 CIN: L74899DL1889PLC000004 Website: www.dcm.in E-mail: dcmltd@dcm.in

• 1. Constituted a Special Purpose Committee of Directors to decide matters relating to right issue ('Rights Issue Committee') which includes, inter-alia to decide or alter the treatment to be given to fractional entitlements, to make any applications to the regulatory authorities as may be required, determine the terms and conditions of the Rights issue including total amount of Rights Issue, structure, price, timing of the issue, appointment of lead managers, Registrar and share transfer agents, legal counsel, advisors and other intermediaries.
• 1. Subject to shareholders and other requisite approvals, as applicable, approved the slump sale of Engineering Division of the Company to its wholly owned subsidiary company. Necessary Information in respect of sale or disposal of Unit(s) or Division(s) or subsidiary of the listed entity as per SEBICircular No. CIR/CFD/CMD/4/2015 dated September 9,2015 read with Regulation- 30 - Para A of Part A of Schedule III of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is enclosed herewith as Annexure -III.

This is for your information and records.

Thanking you,

Encl. - As stated above

DCM LIMITED

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Regd. Office: Vikrant Tower, 4 Rajendra Place, New Delhi - 110 008
CIN: L74899DL1889PLC000004 E-mail: investors@dcm.in Phone: 011-25719967

STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

	31 March	31 December
			31 March	31 March	31 March
	Audited	Unaudited	Audited	Audited	Audited
	2019	2018	2018	2019	2018
					97,058
(b) Other income	216	357	202	1,134	896
Total income	28,682	28,781	25,330	1,11,138	97,954
Expenses
(a) Cost of materials consumed	15,499	16,055	14,523	62,247	54,946
					(321)
					1,126
					13.213
					2,613 3,624
Other expenses	7,647	7,452	6,589	29.231	26,308
Total expenses	29,550	28,370	25,230	1,10,858	1,01,509
	(868)	411	100	280	(3, 555)
Current tax	(178)	90		80
					(1)
Total tax expense	(178)	90	1	80	(1)
Profit/(loss) for the period	(690)	321	99	200	(3,554)
Items that will not be reclassified to profit or loss
Re-measurement (losses)/ gains of defined benefit obligations (net of tax)	(46)	10	160	(16)	48
Exchange difference in translating financial statements of		(20)	10	44	(2)
foreign operations (net of tax)
Total comprehensive income for the period	(740)	311	269	228	(3,508)
					1,867
Reserves excluding revaluation reserves				17,592	17,364
Earnings/ (loss) per equity share (EPS) of Rs. 10/- each
EPS for the quarter are not annualised
Basic and diluted (Rs.)	(3.70)	1.72	0.53	1.07	(19.03)
	Revenue (a) Revenue from operations (refer note 8) (b) Changes in inventories of finished goods and work in progress (c) Excise duty on sales (d) Employee benefits expense (e) Finance costs Depreciation and amortization Profit/(loss) before tax Tax expense Tax adjustment relating to prior periods Other comprehensive income Items that will be reclassified to profit or loss Paid up equity share capital (Face value Rs. 10 each)	28,466 911 3,939 732 822 (4) 1,867	28,424 (269) 3,622 650 860 1,867	25,128 (832) 3,437 657 856 1,867	1,10,004 (1, 185) 14.366 2,755 3,444 1,867

I

STATEMENT OF AUDITED STANDALONE ASSETS AND LlABILIUES AS AT MARCil 31, 201')

	._.>". ,	(R 1 .acs) UllCC:S In
Particulars	As at	As at -'"
	31 March	31 March
	Audited	Audited
	times --	2018
ASSETS
Non-cu rrent assets
Property, plant and equipment	17,217	19.622
Capital work-in progress	86	206
Intangible assets Financial assets	3')	58
(i) Investments	3,356
(ii) Loans	1,031	3,347 955
(iii) Other financial assets	141	242
Deferred tax assets (net)	-
Non-current tax assets (net)	631	1,016
Other non-current assets	1,933	1,835
Total non-current assets	- 24,434	27,281
Current assets
Inventories	21.154	2 J, 125
Financial assets
(i) Trade receivables	9,823	11.841
(ii) Cash and cash equivalents	1,363	749
(iii) Bank balances other than (ii) above	247	464
(iv) Loans	48	57
(v) Other financial assets	192	662
Current tax assets (net)	17 1,406	13
Other current assets	213	1,896
Assets held for sale Total current assets	34,463	213 37.020
Tota I assets	58.897	64,301
EQUITY AND LIABILITIES
Equity
Equity share capital	1,867	1,867
Other equity	17,592	17,364
Total equity	19,459	19,231
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings	5,994	9,349
(ii) Other financial liabilities	654	647
Provisions	1,933	1,944
Total non- current liabilities	8,581	11,940
Current liabilities
Financial liabilities
(i) Borrowings	15,237	16,949
(ii) Trade payables
Total outstanding dues of micro enterprises and small enterprises	2,085	1,088
Total outstanding dues of creditors other than micro enterprises and small
enterprises	5,927	9,419
(iii) Other financial liabilities	5,740	4,200 823
Other current liabilities	1,353
Provisions	390	470
Current tax liabilities (net)	125 ,10.857	181 ,13.130
Total current liabilities
Total equity and liabilities	58.897	~ 64,301

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DCM LIMITED

Notes:

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1. Standalone segment wise information for the quarter and year cnded March 31, 2019

(Runees in Lacs)

S. No.	Particulars		Quarter Ended		Year Ended	Intellects in vars)
		31 March	31 December	31 March	31 March	31 March
		Audited	Unaudited	Audited	Audited	Audited
		2019	2018	2018	2019	2018
1	Segment revenue
	a) Textile	17,983	15,750	14,820	66,749	59,675
	b) IT Services	1,112	1,092	1,014	4,379	4,449
	c) Real Estate
	d) Grey Iron Casting	9,371	11,582	9,294	38,876	32,934
	Total	28,466	28,424	25,128	1,10,004	97,058
	Less: Inter segment revenues
	Net revenue from operations	28,466	28,424	25,128	1,10,004	97,058
$\overline{2}$	Segment results (Profit before interest and tax from
	ordinary activities)
	a) Textile	845	1,036	1,114	5,296	2,417
	b) IT Services	31	35	8	148	111
	c) Real Estate					V.
	d) Grey Iron Casting	(606)	(29)	(200)	(1, 841)	(2,932)
	Total	270	1,042	922	3.603	(404)
	Less : I) Finance costs	(732)	(650)	(657)	(2,755)	(2,613)
	: II) Un-allocable expenditure net of
	un-allocable income/(expenditure)	(406)	19	(165)	(568)	(538)
	Profit/(loss) before tax	(868)	411	100	280	(3, 555)
$\overline{\mathbf{3}}$	Segment assets
	a) Textile	35,758	36,876	38,038	35,758	38,038
	b) IT Services	2,092	1,994	2,547	2,092	2,547
	c) Real Estate	25	25	25	25	25
	d) Grey Iron Casting	14,256	14,302	16,898	14,256	16,898
	Total segment assets	52,131	53,197	57,508	52,131	57,508
	Others un-allocated	6,766	6,482	6,793	6,766	6,793
	Total assets	58,897	59,679	64,301	58.897	64,301
$\ddot{\bf 4}$	Segment liabilities
	a) Textile	2,813	2,571	5,670	2,813	5,670
	b) IT Services	495	456	538	495	538
	c) Real Estate	23	23	23	23	23
	d) Grey Iron Casting	9,592	9,940	8,360	9,592	8,360
	Total segment liabilities	12,923	12,990	14,591	12,923	14,591
	Others un-allocated (excluding borrowings)	1,574	1,644	1,565	1,574	1,565
	Total liabilities	14,497	14,634	16,156	14,497	16,156

Notes:

• 1. This Statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under Section 133 of the Companies Act, 2013, and other recognised accounting practices and policies to the extent applicable.
• 1. Effective April 1, 2018, the Company adopted Ind AS 115 "Revenue from Contracts with Customers" using the cumulative catch up basis which is applied to contracts that were not completed as of April 1, 2018. Accordingly, the comparatives have not been retrospectively adjusted. There is no material effect on adoption of Ind AS 115 on the audited standalone financial results for the quarter and year ended March 31, 2019.
• 1. The figures for the quarter ended March 31, 2019 and the corresponding quarter ended in the previous year are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial year. Also, the figures upto the end of the third quarter had only been reviewed and not subjected to audit.
• 1. The Board of Directors of the Company in its meeting held on October 15,2016 approved:
• 5.1. a Scheme of Arrangement ('the Scheme') between DCM Limited and DCM Nouvelle Limited, a wholly owned subsidiary ofDCM Limited, for the demerger of the Textile business of DCM Limited as per the scheme and vesting ofthe same with DCM Nouvelle Limited, on a going concern basis with effect from January 1, 2017, i.e. the appointed date.

The aforesaid Scheme was subject to approval from the concerned regulatory authorities which were not perfunctory and considered to be substantive. Subsequent to the year end, the Company has received the order from the National Company Law Tribunal (NCLT) on May 1, 2019 sanctioning the Scheme with the appointed date of April 1,2019. Since the Scheme of arrangement is approved subsequent to the year end with effect from April 1, 2019, the aforesaid scheme cannot be considered as highly probable on the balance sheet date and hence do not meet the criteria for assets held for sale/ discontinued operations. Accordingly, the impact of the Scheme has not been considered in these standalone financial results. The scheme has become effective on May 13, 2019 on Company filing the NCL T order with Registrar of Companies.

• 5.2. a Composite scheme of Arrangement ('the Composite Scheme') which was further amended/modified in its subsequent meetings held on February 13, 2017 and May 30, 2018 forthe:
• a. Amalgamation of Tiara Investment Limited into Purearth Infrastructure Limited, a jointly controlled entity ('the Amalgamated Company'), with effect from December 31,2016;
• b. Demerger of 'the Real Estate business of DCM Limited, as defined in the Composite Scheme, into DCM Realty and Infrastructure Limited ('the Resulting Company'), on a going concern basis with effect from January 1, 2017; and
• c. Following the amalgamation as referred to in (a) and demerger as referred to in (b) above, amalgamation of the Amalgamated Company, i.e. Purearth Infrastructure Limited with the Resulting Company, i.e. DCM Realty and Infrastructure Limited, with effect from January 1,2017.

The aforesaid Scheme was subject to approval from the concerned regulatory authorities which were not perfunctory and considered to be substantive. However, keeping in view of the ongoing observations of the Stock Exchanges/SEBI on the aforesaid Composite Scheme in the current form and the resultant delays in obtaining "no objection" from Stock Exchanges/SEBI, the Board of Directors of the Company in its Meeting held on February 11, 2019 have decided to withdraw the Scheme and the necessary intimations have been sent to Stock Exchanges/SEBI informing them about the decision of the Board to withdraw this Composite Scheme.

• 1. In accordance with the Scheme of Amalgamation of Crescita Enterprises Private Limited ('the Transferor company') with the Company, as sanctioned by the National Company Law Tribunal vide its order dated January 08, 2019 which became effective on January 30, 2019 on filing of the certified copy of the order with the Registrar of Companies, the assets and Iiabilities of the transferor company were transferred to and vested in the Company with effect from the appointed date of March 31,2017. Consequently 48.35% shares of the Company which were held by the Transferor Company have been cancelled and the Company has issued and allotted same number of equity shares to the shareholders of the Transferor Company in proportion to the shares held by them in the Transferor Company at record date. The impact of this scheme on the audited standalone financial results is not material.
• 1. Subsequent to March 31, 2019 the National Company Law Tribunal ("NCLT"), vide its order dated May 1,2019 has approved the demerger of the Textile Division with an appointed date of April 1, 2019. Consequently, the assets and liabilities of the Textile Division of the Company will be transferred with effect from the aforesaid appointed date. After demerger of the Textile Division with effect from April 1,2019, the net worth of the Company will be substantially reduced and the current liabilities will exceed current assets by Rs. 6,939 Lacs as at the beginning of April 1,2019. In addition, there are losses in an existing business of the Company.

However, the management believes that the Company will be able to continue its operations on a going concern basis, by infusing liquidity in the system by exploring various alternate sources, and also focusing on the business strategy and future operating plans of the existing businesses, which would help sustain the business operations and its growth.

Accordingly, the financial results have been prepared on a going concern basis.

1. According to the requirements of Schedule III of the Companies Act, 2013, sales for the year ended March 31, 2018, presented in these financial results include excise duty upto June 30, 2017. Consequent to applicability ofGST with effect from July 1,2017, subsequent sales are shown net of GST. The sales net of excise duty/ GST for the relevant periods are given below:

Particulars
Revenue from operations

1. The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on May 29,2019. The audit report of the Statutory Auditors is being filed with the BSE Ltd and National Stock Exchange ofIndia Ltd. For more details on the standalone results, visit Company's website www.dcm.in and Financial Results under Corp orates section of www.nseindia.com and www.bseindia.com.

For and on behalf of the Board Dr. Vinay Bharut Rarn

/.\ \ !

,j Chairman and Managing Director DIN: 00052826

Place: New Delhi Date: May 29, 2019

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DCM LIMITED
Regd. Office: Vikrant Tower, 4 Rajendra Place, New Delhi - 110 008
CIN: L74899DL1889PLC000004 E-mail: investors@dcm.in Phone: 011-25719967

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

S. No.	Particulars		Quarter Ended		Year Ended	(Rupees in Lacs)
		31 March	31 December	31 March	31 March	31 March
		Audited	Unaudited	Audited	Audited	Audited
		2019	2018	2018	2019	2018
1	Revenue
(a) (b)	Revenue from operations (refer note 8) Other income	28,466 218	28,424 358	25,128 207	1,10,004	97,059
	Total income	28,684	28,782	25,335	1,140 1,11,144	904 97,963
$\overline{\mathbf{c}}$	Expenses
(a)	Cost of materials consumed	15,499	16,055	14,523	62,247	54,946
(b)	Changes in inventories of finished goods and work in progress	911	(269)	(832)	(1, 185)	(321)
(c)	Excise duty on sales			Q.	÷.	1,126
(d) (c)	Employee benefits expense Finance costs	3,939 732	3,624 650	3,440 657	14.369	13,216
$($ f $)$	Depreciation and amortization	822	860	856	2,755 3,444	2.613 3,624
(g)	Other expenses	7,649	7,452	6,590	29,234	26,311
	Total expenses	29,552	28,372	25,234	1,10,864	1,01,515
3	Profit/ (loss) before tax and share of profit/ (loss) of equity accounted investee	(868)	410	101	280	(3, 552)
4	Share of loss of equity accounted investee	(21)	(111)	(202)	(227)	(472)
5	Profit/ (loss) before tax	(889)	299	(101)	53	(4,024)
6	Tax expense
	Current tax	(178)	90		80
	Tax adjustment relating to prior periods		×,	$\overline{2}$
	Total tax expense	(178)	90	$\overline{2}$	80
$\overline{7}$	Profit/(loss) for the period	(711)	209	(103)	(27)	(4, 024)
8 (a)	Other comprehensive income Items that will not be reclassified to profit or loss
	Re-measurement (losses)/ gains of defined benefit obligations (net of ${ax}$	(46)	10	160	(16)	48
(b)	Items that will be reclassified to profit or loss Exchange difference in translating financial statements of foreign operations (net of tax)	(4)	(20)	10	44	(2)
$\overline{9}$	Total comprehensive income for the period	(761)	199	67	$\mathbf{1}$	(3,978)
10	Paid up equity share capital (Face value Rs. 10/- each)	1,867	1,867	1.867	1.867	1.867
11	Reserves excluding revaluation reserves				15,796	15,794
12	Earnings/ (loss) per equity share (EPS) of Rs. 10/- each
	EPS for the quarter are not annualised Basic and diluted (Rs.)	(3.81)	1.12	(0.55)	(0.15)	(21.54)

STATEMENT OF AUDITED CONSOLIDATED ASSETS AND LIABILITIES AS AT MARCH 31, 2019

		(Rupees in Illes) ""-,, -~
Partieulars	As at	As at ~,~cc
	31 March	31 March
	Audited -----	Audited
	2019	2018 - -
ASSETS
Non-current assets
Property, plant and equipment	17,221	19,626
Capital work-in progress	86	206
Intangible assets	3')	58
Financial assets
(i) Investments	1,203	1,420
(ii) Loans	1,031	955
(iii) Other financial assets	141	242
Deferred tax assets (net)	-
Non-current tax assets (net)	631	1.0! (,
Other non-current assets	1,933	1.835
Tntal uon-current assets	22,285	25,358
Current assets
Inventories	21,154	21,125
Financial assets
(i) Trade receivables	9.823	11.841
(ii) Cash and cash equivalents	1,409	773
(iii) Bank balances other than (ii) above	254	495
(iv) Loans	4!l	57
(v) Other financial assets	192	662
Current tax assets (net)	17	14
Other current assets	1,709	2,198
Assets held for sale	213	213
Total current assets	34.819	37,37!l
Total assets	57.104	62,736
EQUITY AND LIABILITIES
Equity
Equity share capital	1,867	1,867
Other equity	15,796	15.794
Total equity	17,663	17,661
Liabilities
Non-current liabilities
Financlal liabilities
(i) Borrowings	5,994	9,350
(ii) Other financial liabilities	65l	647
Provisions	1,933	1,944
Total non- current liabilities	s.ss:	11,941
Current liabilities
Financial liabilities
(i) Borrowings	15,237	J6,949
(ii) Trade payables
Total outstanding dues of micro enterprises and small enterprises	2,085	1,088
Total outstanding dues of creditors other than micro enterprises and small
enterprises	5,926	9,418
(iii) Other financial liabilities	5,744	4,204
Other current liabilities	1,353	823
Provisions	390	470
	125	182
Current tax liabilities (net)	.m,!l(iO	--- 33,134
Total current liabilities
:rotal equity and liabilities !	57,104	62,736

DCM LIMITED

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Notes:
1. Consolidated segment wise information for the quarter and year ended March 31, 2019

S. No.	Particulars		Quarter Ended		Year Ended	(Rupees in Lacs)
		31 March	31 December	31 March	31 March	31 March
		Audited	Unaudited	Audited	Audited	Audited
		2019	2018	2018	2019	2018
1	Segment revenue
	a) Textile	17,983	15,750	14,820	66,749	59,675
	b) IT Services	1,112	1,092	1,014	4,379	4,449
	c) Real Estate
	d) Grey Iron Casting	9,371	11,582	9,294	38,876	32,934
	e) Others
	Total	28,466	28,424	25,128	1,10,004	97,059
	Less : Inter segment revenues
	Net revenue from operations	28,466	28,424	25,128	1,10,004	97,059
$\overline{\mathbf{z}}$	Segment results (Profit/(loss) before tax and interest
	from ordinary activities)
	a) Textile	845	1,036	1,114	5,296	2,417
	b) IT Services	31	35	8	148	111
	c) Real Estate
	d) Grey Iron Casting e) Others	(606) (9)	(29)	(200) (26)	(1, 841) (30)	(2,932)
			(7)			(27)
	Total	261	1,035	896	3,573	(431)
	Less : I) Finance costs	(732)	(650)	(657)	(2,755)	(2,613)
	: II) Un-allocable expenditure net of
	un-allocable income/(expenditure)	(397)	25	(138)	(538)	(508)
	Share of loss of equity accounted investee	(21)	(111)	(202)	(227)	(472)
	Profit/(loss) before tax	(889)	299	(101)	53	(4,024)
3	Segment assets
	a) Textile	35,758	36,876	38,038	35,758	38,038
	b) IT Services	2,092	1,994	2,547	2,092	2,547
	c) Real Estate d) Grey Iron Casting	25 14,256	25 14,302	25 16,899	25 14,256	25 16.899
	e) Others	363	363	363	363	363
	Total segment assets Others un-allocated	52,494 4,610	53,560 4,348	57,872 4,864	52,494 4,610	57,872 4,864
	Total assets	57,104	57,908	62,736	57,104	62,736
$\ddot{\bf 4}$	Segment liabilities
	a) Textile	2,813	2,571	5,670	2,813 495	5,670 538
	b) IT Services c) Real Estate	495 23	456 23	538 23	23	23
	d) Grey Iron Casting	9,592	9,940	8,360	9,592	8,360
	e) Others	6	5	6	6	6
	Total segment liabilities	12,929	12,995	14,597	12,929 1,572	14,597
	Others un-allocated (excluding borrowings) Total liabilities	1,572 14,501	1,643 14,638	1.564 16,161	14.501	1,564 16,161

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Notes:

• 1. This Statement has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), prescribed under Section 133 of the Companies Act, 2013, and other recognised accounting practices and policies to the extent applicable.
• 1. Effective April 1. 2018, the Company adopted Ind AS 115 "Revenue from Contracts with Customers" using the cumulative catch up basis which is applied to contracts that were not completed as of April 1, 2018. Accordingly, the comparatives have not been retrospectively adjusted. There is no material effect on adoption of Ind AS 115 on the audited consolidated financial results for the quarter and year ended March 31, 20 I9.
• 1. The figures for the quarter ended March 31, 2019 and the corresponding quarter ended in the previous year are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial year. Also, the figures upto the end of the third quarter had only been reviewed and not subjected to audit.
• 1. The Board of Directors of the Company in its meeting held on October 15, 2016 approved:
• 5.1 a Scheme of Arrangement ('the Scheme') between DCM Limited and DCM Nouvelle Limited, a wholly owned subsidiary ofDCM Limited, for the demerger of the Textile business ofDCM Limited as per the scheme and vesting of the same with DCM Nouvelle Limited, on a going concern basis with effect from January 1, 2017, i.e. the appointed date.

The aforesaid Scheme was subject to approval from the concerned regulatory authorities which were not perfunctory and considered to be substantive. Subsequent to the year end, the Company has received the order from the National Company Law Tribunal (NCLT) on May 1, 2019 sanctioning the Scheme with the appointed date of April 1,2019. Since the Scheme of arrangement is approved subsequent to the year end with effect from April 1, 2019, the aforesaid scheme cannot be considered as highly probable on the balance sheet date and hence do not meet the criteria for assets held for sale/ discontinued operations. Accordingly, the impact of the Scheme has not been considered in these consolidated financial results. The scheme has become effective on May 13, 2019 on Company filing the NCL T order with Registrar of Companies.

• 5.2 a Composite scheme of Arrangement ('the Composite Scheme') which was further amended/modified in its subsequent meetings held on February 13, 2017 and May 30, 2018 forthe:
• a. Amalgamation of Tiara Investment Limited into Purearth Infrastructure Limited, a jointly controlled entity ('the Amalgamated Company'), with effect from December 31,2016;
• b. Demerger of the Real Estate business of DCM Limited, as defined in the Composite Scheme, into DCM Realty and Infrastructure Limited ('the Resulting Company'), on a going concern basis with effect from January 1,2017; and
• c. Following the amalgamation as referred to in (a) and demerger as referred to in (b) above, amalgamation of the Amalgamated Company, i.e. Purearth Infrastructure Limited with the Resulting Company, i.e. DCM Realty and Infrastructure Limited, with effect from January 1,2017.

The aforesaid Scheme was subject to approval from the concerned regulatory authorities which were not perfunctory and considered to be substantive. However, keeping in view of the ongoing observations ofthe Stock Exchanges/SEBI on the aforesaid Composite Scheme in the current form and the resultant delays in obtaining "no objection" from Stock Exchanges/SEBI, the Board of Directors of the Company in its Meeting held on February 11,2019 have decided to withdraw the Scheme and the necessary intimations have been sent to Stock Exchanges/SEBI informing them about the decision of the Board to withdraw this Composite Scheme.

• 6 Tn accordance with the Scheme of Amalgamation of Crescita Enterprises Private Limited ('the Transferor company') with the Company, as sanctioned by the National Company Law Tribunal vide its order dated January 08, 2019 which became effective on January 30, 2019 on tiling of the certified copy of the order with the Registrar of Companies, the assets and liabilities ofthe transferor company were transferred to and vested in the Company with effect from the appointed date of March 31, 2017. Consequently 48.35% shares of the Company which were held by the Transferor Company have been cancelJed and the Company has issued and allotted same number of equity shares to the shareholders of the Transferor Company in proportion to the shares held by them in the Transferor Company at record date. The impact of this scheme on the audited consolidated financial results is not material.
• 7 Subsequent to March 31, 2019, the National Company Law Tribunal (''NCLT''), vide its order dated May 1,2019 has approved the demerger of the Textile Division with an appointed date of April I, 2019. Consequently, the assets and liabilities of the Textile Division of the Company will be transferred with effect from the aforesaid appointed date. After demerger of the Textile Division with effect from April 1,2019, the net worth of the Company will be substantially reduced and the current liabilities will exceed current assets by Rs. 6,939 lacs as at the beginning of April J, 2019. In addition, there are losses in an existing business of the Company.

However, the management believes that the Company will be able to continue its operations on a going concern basis, by infusing liquidity in the system by exploring various alternate sources, and also focusing on the business strategy and future operating plans of the existing businesses, which would help sustain the business operations and its growth.

Accordingly, these financial results have been prepared on a going concern basis.

8 According to the requirements of Schedule III of the Companies Act, 2013, sales for the year ended March 31, 2018, presented in these consolidated financial results include excise duty upto June 30, 2017. Consequent to applicability ofOST with effect from July 1,2017, subsequent sales are shown net ofGST. The sales net of excise duty/ GST for the relevant periods are given below:

	Quarter Ended			--- Yea r Ended
	31 March	31 December	31 March -	31 Murch .~~ -	31 March
Particulars	Audited	Unaudited	Audited	Audited .~~--	Audited
	2019	2018	2018	2019	2018
Revenue from operations	28,466	28,424	25,128	110,004 ---	95,933

9 The audited consolidated financial results for the quarter and year ended March 31, 2019, for the quarter ended December 31, 2018, for the quarter and year ended March 3 I, 2018, have been prepared by the Company in accordance with the requirements of Ind AS I10 "Consolidated Financial Statements" and lnd AS III "Joint Arrangements ", as specified under Section 133 of the Companies Act, 20l3, read with the Companies (Indian Accounting Standards) Rules, 2015 and on the basis of the separate audited financial results of the Company, its subsidiaries, its trust and unaudited financial results of jointly controlled entity and subsidiaries of the jointly controlled entity.

The audited financial results of 8 subsidiaries namely DCM Realty Investment & Consulting Limited, DCM Data Systems Limited, DCM Finance & Leasing Limited, DCM Textiles Limited, DCM Tools & Dies Limited, DCM Nouvelle Limited, DCM Realty and Infrastructure Limited and trust namely DCM Engineering Products Educational society have been audited by their respective auditors and the same have been relied upon by the statutory auditors of the Company.

10 The share of Company's jointly controlled entity, Purearth Infrastructure Limited (PIL), accounted for using the equity method in the consolidated annual financial results for the quarter and year ended March 31, 2019 have been included solely based on the consolidated financial results prepared by the PIL's management. However, the management believes that there would not be any significant adjustments to these unaudited financial results once the audit is concluded.

		Quarter ended			,." -"'. ~inla~ "'-"-"-~~- Year ended . _ . ._____ .J
	31 March	31 December	; 31 March I I	I 31 March	31 March
Particulars	Audited	Unaudited	Audited	... __ ••••••••• v ••••••••• ~ Audited :	~ Audited
	2019	2018	2018	-- : ' ~.~.~--	_ j
Revenue from onerations	28466	28.424	25,128	2°::0 ,0041	2°::,0581
Profit/doss) before tax	(868)	411	100	i 2801 ··-.Y·'''·,·· !	(3,555) -----1
Net orofit/(loss)	(690)	321	99	----~ 200 '	__n.t~54.11
Total comprehensive income	(740)	311	269	228 j -, _----	J~)08)I
Profit before interest, depreciation and tax (PBIOT)	686	1.921	1,613	I 6,479 ! --- -------.---.--!~~'--	--.-.- I 2,6821
. Cash profit/ (loss)	132	1 181	955	3,6441	70 i

II The audited standalone financial results are available on the Company's website www.dcm.in. The particulars in respect of standalone results are as under:

12 The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on May 29,2019. The audit report of the Statutory Auditors is being filed with the BSE Ltd and National Stock Exchange of India Ltd. For more details on the results, visit Company's website www.dcm.in and Financial Results under Corp orates section of www.nseindia.com and www.bseindia.com,

For and on b~)talf of the Board

/1 j 'A ' 7 " '.-- ) .

) Dr. Vinay Db/tmt Ham I Chairman and Managing Director DIN: 00052826

Place: New Delhi Date: May 29,2019

May 29, 2019

The Manager Department of Corporate Services BSELtd. 25th Floor, P.}Towers Dalal Street, Mumbai-400001

The Manager Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra, Mumbai-400051

Code: 502820/ DCM

Ref: Declaration to the effect that there is unmodified opinion with respect to the standalone Financial Results of the Company.

Dear Sir/Madam,

This is to state that pursuant to the provisions of SEBICircular no. CIR/ CFD/ CNID/ 56/2016 dated May 27, 2016 there is no modified opinion in the Audit report with respect to Audited Standalone Financial Results of the of the Company for the year ended March 31, 2019.

Thanking you,

DCMLimited

Place: New Delhi

e-mail id: investors@dcm.in

Registered Office : Vikrant Tower, 4, Rajendra Place, New Delhi-l 10008 Phone: (011) 25719967 Fax: (011) 25765214 . ClN: L74899DL1889PLC000004 Website: www.dcm.in E-mail: dcmltd@dcm.m

DCM Limited

Regd. Office: Vikrant Tower, 4 Rajendra Place, New Delhi - 110 008 CIN: L74899DL1889PLC000004 E-mail: investors@dcm.in Phone: 011-25719967

$\epsilon$

TERRITORY

Ka ller S		Statement on Impact of Audit Qualifications for the Einancial Year ended March 31, 2019
		Financial results - Consolidated hato etc., committed 4. 11. Inc
I.	SI. No.	Particulars	Audited Figures (as reported before adjusting for qualifications)	Adjusted Figures (audited figures after adjusting for qualifications)
	I.	Turnover / Total income (Rs. In lacs)	NΑ	MA
	2.	Total Expenditure (Rs. In lacs)	NA	NA
	3.	Net Profit/(Loss) (Rs. In lacs)	NΑ	FM
	4.	Earnings Per Share (Rs. In lacs)	NA	$\Lambda A$
	5.	Total Assets (Rs. In lacs)	NA	NΑ
	6.	Total Liabilities (Rs. In lacs)	NA	NA
	7.	Net Worth (Rs. In lacs)	NA	NA
	8.	Any other financial item(s) (as felt appropriate by the management)	NA	NA
П.		Audit Oualification:
		Attention is invited to note 10 which states that the financial results for the year ended 31 March 2019 of the Company's jointly controlled entity, viz, Purearth Infrastructure Limited (PIL), are included in these consolidated annual financial results, based solely on the financial results of PH als provided by the management, and are subject to audit. These consolidated annual financial results include the Group's share of net loss (and other comprehensive income) of Rs. 227 Lacs for the year ended 31 March 2019, in respect of the aforesaid jointly controlled entity. Our opinion, in so far as it relates to the amounts and disclosures included in respect of this jointly controlled entity, is based solely on the unaudited financial results provided to us.
	$\mathbf b$ .	Type of Audit Qualification: Modified Opinion
	c.	Frequency of qualification: This qualification is appearing first time.
	For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: d. Not applicable
	e.	For Audit Qualification(s) where the impact is not quantified by the auditor: Not applicable
	(i)	Management's estimation on the impact of audit qualification: Not applicable

	(ii) Ifmanagement is unable to estimate the impact, reasons for the same: The share of Company's jointly controlled entity, Purearth Infrastructure Limited (PIL), accounted for using equity method in the consolidated annual financial results for the quarter and year ended 31 March 2019 have been included solely based on the financial results prepared by the PIL's management. However the.management believes that there would not be any significant adjustments to these unaudited financial results. The audit of the financial results of the jointly controlled entity is under progress and it is expected that audit will be finalized before the statutory requirements.
	(iii) Auditors' Comments on (i) or (ii) above; Our opinion, in so far as it relates to the amounts and disclosures included in respect ofthe jointly controlled entity, in the consolidated annual financial results is based solely on the unaudited financial results provided to us.
III	Signatories;
	'7 J Dr. Vinay B aratAtam hairman and Managing Director DlN : 00052826
	~~~~!-.;=::==------------------.-- --.-- --
	01248W/W-I00022
	I-;!=~:':':";~~----------------'----'-'-'------II

', .. /

8 S R & Co. LLP

Chartered Accountants

Building No 10, 8th Floor, Tower-B DLF Cyber City, Phase - il Gurugram - 122 002, India

Telephone ~ 91124 /19 1000 Fax: + 91 1242358613

The Board of Directors ofDCM Limited

We have audited the accompanying Statement of Standalone Annual Financial Results ('the Statement') ofDCM Limited for the year ended 31 March 2019, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Attention is drawn to the fact that figures for the last quarter ended 31 March 2019 and the corresponding quarter ended in the previous year, as reported in this Statement, are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter of the relevant financial year. Also, the figures up to the end of the third quarter had only been reviewed and not subjected to audit.

This Statement has been prepared on the basis of the Standalone Annual Financial Information and reviewed quarterly financial results, which are the responsibility of the Company's Management. Our responsibility is to express an opinion on the Statement based on our audit of the Standalone Annual Financial Information, which has been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and in compl iance with Regulation 33 of the Listing Regulations,

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed in the financial results. An audit also includes assessing the accounting principles used and significant estimates made by Management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion and to the best of our information and according to the explanations given to us, the Statement:

• (i) is presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• (ii) give a true and fair view of the net profit and other comprehensive income and other financial information for the year ended 31 March 2019.

B S A & Co, (a partnership firm with Registration No. BA612231 converted into B S R & Co LLP (a Limited liability Partnership with LLP Registration No AAB-8181) with effect from October 14, 2013

Registered Office: 5tt, Floor, toona Excelvs Apollo Mills Compound N M .josbi Marg. Mahfll,1kshrr:1 Murnbai 40001!

Material Uncertaioty on Going Concern

Attention is invited to note 7 in the financial results, indicating that pursuant to approval of demerger of the Textile Division with effect from 1 April 2019 by the National Company Law Tribunal, vide its order dated 1 May 2019, the Company's net worth will be substantially reduced and the current liabilities will exceed current assets by Rs. 6,939 lakhs as at the beginning of 1 April 2019. Above financial position, post dernerger, and the losses in another business of the Company, may indicate an uncertainty as to the Company's ability to continue as a going concern, which would be dependent upon realization of the Company's future plans as indicated in the note.

Our opinion is not modified in respect of this matter.

er: I01248W / W-JO0022

Place: New Delhi Date: 29 May 2019

Chartered Accountants

Building No.1 O. 8th Floor. Tower-B DLF Cvber City. Phase - II Gurugram - 122 002. India

Ielephorie + 91 124 719 1000 Fax: +911242358613

The Board of Directors ofDCM Limited

• 1. We have audited the consolidated annual financial results of OCM Limited (ithe Company') for the year ended 31 March 2019, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Attention is drawn to the fact that the figures for the last quarter ended 31 March 20 19 and the corresponding quarter ended in the previous year, as reported in these consolidated annual financial results, are the balancing figures between consolidated audited figures in respect of the full financial year and the published year to date consolidated figures upto the end of the third quarter of the relevant financial year. Also, the figures up to the end of the third quarter had only been reviewed and not subjected to audit.
• 1. These consolidated annual financial results have been prepared from consolidated annual financial information and reviewed quarterly consolidated financial results, which are the responsibility of the Company's Management. Our responsibility is to express an opinion on these consolidated annual financial results based on our audit of such consolidated annual financial information, which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.
• 1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated annual financial results are free of material rnisstaternenus). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by Management. We believe that our audit provides a reasonable basis for our opinion.
• 1. We did not audit the financial statements of 8 subsidiaries included in the statement of consolidated annual financial results, whose annual financial statements reflect total assets of Rs. 363 lacs (before consolidation adjustments) as at 31 March 2019 and the total revenue of Rs. 29 lacs (before consolidation adjustments) for the year ended 31 March 2019. These annual financial statements and other financial information have been audited by other auditors. whose reports have been furnished to us, and our opinion on the consolidated annual financial results, to the extent they have been derived from such annual financial statements is based solely on the reports of such other auditors. Our opinion is not modified in respect of this matter.

B S A & Co. la partnership firm with Aegistration No BA612231 convened into B SA&: ce. LLP ta limited liability Partnership with lLP Registration No MB·81Bl) with effect from Octooer 14. 2013

Ragl,tered Office: 5th Floor, Loehr; Excefus Apollo Mitis Co-ncoond N M .Joshi M;J(g. r,/icil;liak.::;hI111 Murnbai - 400 01 I

• 1. Attention is invited to note 10 which states that the financial results for the year ended 31 March 2019 of the Company's jointly controlled entity, viz, Purearth Infrastructure Limited (PIL), are included in these consolidated annual financial results, based solely on the financial results ofPIL as provided by the management, and are subject to audit. These consolidated annual financial results include the Group's share of net loss (and other comprehensive income) ofRs. 227 Lacs for the year ended 31 March 2019, in respect of the aforesaid jointly controlled entity. Our opinion, in so far as it relates to the amounts and disclosures included in respect of this jointly controlled entity, is based solely on the unaudited financial results provided to us.
• 1. In our opinion and to the best of our information and according to the explanations given to us and based on consideration of reports of other auditors on separate financial statements of the subsidiaries, these consolidated annual financial results:
• (i) include the annual financial results of the following entities;

Subsidiaries of DCM Limited

• DCM Textiles Limited
• DCM Data Systems Limited
• DCM Finance & Leasing Limited
• DCM Realty Investment & Consulting Limited
• DCM Tools & Dies Limited
• DCM Nouvelle Limited
• DCM Realty and Infrastructure Limited
• DCM Engineering Products Education Society

Jointly controlled entity and its subsidiaries

• Purearth Infrastructure Limited, jointly controlled entity
• Kalptru Realty Private Limited, subsidiary of jointly controlled entity
• Kamayani Facility Management Private Limited, subsidiary of jointly controlled entity
• Vighanharta Estates Private Limited, subsidiary of jointly controlled entity
• (ii) except for the possible effect of the matter described in para 5 above, have been presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• (iii) except for the possible effect of the matter described in para 5 above, give a true and fair view of the net consolidated loss and other comprehensive income and other financial information for the year ended 31 March 2019.

/

7. Material Uncertaioty on Going Concern

Attention is invited to note 7 in the consolidated financial results, indicating that pursuant to approval of demerger of the Textile Division with effect from 1 April 2019 by the National Company Law Tribunal, vide its order dated 1 May 2019, the Company's net worth will be substantially reduced and the current liabilities will exceed current assets by Rs. 6,939 lacs as at the beginning of 1 April 2019. Above financial position, post demerger, and the losses in another business of the Company, may indicate an uncertainty as to the Company's ability to continue as a going concern, which would be dependent upon realization of the Company's future plans, as indicated in the note.

Our opinion is not modified in respect of this matter.

Place: New Delhi Date: 29 May 2019

Annexure - II

Information as per SEBICircular No. CIRjCFDjCMDj4j2015 dated September 9, 2015 read with Regulation 30 - Para A of Part A of Schedule III of SEBI(Listing Obligations & Disclosure Requirements) Regulations, 2015

Sr. No.	Particulars	Details
1	Reason for change viz. appointment, resignation, removal death or otherwise	At the Annual General Meeting of the Company held on August 4, 2014, Mr. Bipin Maira (DIN-05127804),Mr. Ravi Vira Gupta (DIN-00017410),Prof. Sudhir Kumar Jain (DIN 06419514)and Dr. Meenakshi Nayar (DIN-06866256)were appointed as Non-Executive Independent Directors of the Company for a term of 5 years. Their present term will come to end on August 3,2019.
		Re-appointment of Independent Directors Mr. Bipin Maira, Mr. Ravi Vira Gupta, Prof. Sudhir Kumar Jain and Dr. Meenakshi Nayar, have been re-appointed as Independent Directors of the Company for a second term of 5 years w.e.f. August 4,2019.
2	Date of appointment cessation (as j applicable) and	The Board of Directors on the recommendations of the Nomination and Remuneration Committee of the Company have re-appointed Mr. Bipin Maira, Mr. Ravi Vira Gupta, Prof. Sudhir Kumar Jain and Dr. Meenakshi Nayar, as Independent Director of the Company for a second term of 5 years w.e.f. August 4, 2019, subject to approval of shareholders of the Company by Special Resolution.
	term of appointment	Five (5) years with effect from August 4, 2019 upto August 3,2024.
3	Brief profile	Mr. Bipin Maira (DIN-05127804) Mr. Bipin Maira has around 54 years of industry & experience; He started his career with Delhi Cloth General Mills Co. Ltd. as Senior Management Trainee in & 1962 grew to the position of General Manager of DCM before leaving in 1982. He has served for seven years with the renowned Kewalram Chanrai Group as Chief Executive for their Nigerian manufacturing operations, including one of the largest textile complexes in Africa. He was associated for thirteen years as director Partner with Resource & Management Associates overseeing the International

assignments in Management Consultation & H R. Currently since 2007, as Group H R Advisor, to the Singapore-based Kewalram Chanrai Group.

Mr. Ravi Vira Gupta (DIN-00017410)

Mr. Ravi Vira Gupta joined the Indian Administrative Service in 1962.He had worked in various states and held challenging assignment at the field. He was associated with various aspects of cooperatives as well as agriculture. He was Registrar of Cooperatives as well as Managing Director of National Cooperative Development Corporation. In Madhya Pradesh, he was the Managing Director of the MP Federation of Dairy Cooperatives for over three years. Between 1991 and 1998,he was closely associated with the economic reforms at the level of Additional Secretary / Secretary in the Government of India in the Ministries of Fertilizer, Food as well as Finance. He was also Deputy Governor of the Reserve Bank of India for about three years. He was associated with many committees over the years including at Reserve Bank Committee on agricultural credit.

Prof. Sudhir Kumar lain (DIN-06419514)

Prof. Sudhir Kumar Jain obtained Ph.D. degree from I.I.T. Kanpur in 1979. He specializes in the areas of Managerial Economics, Entrepreneurship Management and Intellectual Property Rights. He is Professor, ABV School of Management & Entrepreneurship, Jawaharlal Nehru University and Former Head of the Department of Management Studies, I.I.T. Delhi. Other important positions he has held include: Executive Director (DG), National Institute for Entrepreneurship & Small Business Development (NIESBUD),GoI, and Vice Chancellor, Shri Mata Vaishno Devi University, Katra G&K)during 2013-16.

Dr. Meenakshi Nayar (DIN-06866256)

Dr. Meenakshi Nayar is the Founder Chairperson of ETASHA Society, a not-for-profit organization that skills low-income communities for employment & income generation, for which she has received several recognitions including the following:

		• Recognised on "World CSR Day" in February 2017 among "50 Most Impactful Social Innovators (Global Listing) • Recognised by Niti Aayog UNDP among 12 Women & Transforming India in Sept. 2016 • Recognised by the PVR Group in March, 2016 among & five 'Women for Purpose' for contribution & & commitment towards creating real lasting change empowerment. • Included in extraordinary women from rural and 40 urban India.by Vodaphone In a book showcasing stories of 'Women of Pure Strength' in February 2015. She is also the Founder- Partner of EduServe Consultants, which works with Adolescents in schools in the areas of Career Guidance, Life Skills Development and Sexuality Education. Prior to this, Dr. Nayar had worked for more than two decades in Human Resource Management and Development in the corporate sector, and for years in 4 Training Consultancy for Public sector organisations. &
4	Disclosure of relationship between Directors (in case of appointment of director)	Mr. Bipin Maira, Mr. Ravi Vira Gupta, Prof. Sudhir Kumar Jain and Dr. Meenakshi Nayar are not related to other directors on the Board of Directors of the Company.

Annexure - III

Necessary Information in respect of sale or disposal of Unit(s) or Division(s) or subsidiary of the listed entity as per SEBICircular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 read with Regulation 30 - Para A of Part A of Schedule III of SEBI (ListingObligations & Disclosure Requirements) Regulations, 2015

Sr. No.	Particulars		Details
1	the amount and percentage of the turnover or revenue or income and				Rs. in crores
	net worth contributed by such unit or division of the listed entity during	Sr. No.	Particulars	Net Worth*	Turnover"
	the last financial year	1	DCM Limited (including Textile Business demerged with effect from appointed date of01.04.2019)	194.60	1100.04
		2	Engineering Business	(4.97)	388.76
		3	Percentage		35.34%
		2019on	*lastfinancial year: April standalone basis.	I, 2018to	March 31,
2	Date on which the agreement for sale has been entered into.	The transfer subsidiary which applicable. stock	Company shall agreement document(s) with namely DCM would be shareholders and other The Company exchanges accordingly.	enter into and/ or its wholly Tools and entered post requisite will	business any other owned Dies Ltd., receipt of approvals, as intimate the
3	The expected date of completion of sale/ disposal.	Date depend other	of completion upon receipt requisite approvals,	of slump of shareholders as applicable.	sale would and
4	Consideration received from such sale/ disposal.	transferred the the constituted	Engineering Business for a lump terms and conditions Special Committee for this	of the sum to be of Board purpose.	Company to be consideration on determined by of Directors

5	Brief details of buyers and whether any of the buyers belong to the promoter/promoter group / group companies. If yes, details thereof.	It is proposed to transfer the Engineering Business to DCM Tools and Dies Ltd, a wholly owned subsidiary of the Company.
6	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"	It is proposed to transfer the Engineering Business to DCM Tools and Dies Ltd, a wholly owned subsidiary of the Company. Thus exempt from purview of regulations governing related party transactions.
7	Additionally, in case of a slump sale, indicative disclosures provided for amalgamation/ merger, shall be disclosed by the Iisted entity with respect to such slump sale.	PIs.refer points 8 to 13 below
8	Name of the entity(ies) forming part of the slump sale, details in brief such as, size, turnover etc.	Standalone figures as on March 31,2019 1. DCM Limited (including Textile Business demerged w.e.f. 1.4.2019) Total Assets: Rs. 588.97Crores Net Worth: Rs. 194.60Crores Turnover: Rs. 1100.04Crores 2. DCM Tools and Dies Ltd., wholly owned subsidiary of the Company incorporated with the object of Engineering Business inter-alia manufacture and supplies of to grey iron castings and this company does not conduct any business operations at present.
9	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length";	Please refer points 6 above
10	Area of business of the entity(ies)	DCMLimited Engineering Business: Manufacture and supplies of grey iron castings for automotive markets. Textile Business: Manufacturing and/ or dealing in cotton yarns, threads and various other cotton textile. This business has been demerged w.e.f. 1.4.2019.

		IT Business: Services m IT infrastructure management. Real estate development. Acquirer DCM Tools and Dies Ltd., wholly owned subsidiary of the Company incorporated with the object of Engineering Business inter-alia to manufacture and supplies of grey iron castings and this company does not conduct any business operations at present.
11	Rationale for Slump sale	To unlock value for business of manufacturing and supply of grey iron castings, as it is uniquely positioned to be run as a dedicated entity targeted towards supplies to original equipment manufacturers (OEM)in automotive markets. To explore opportunities to attract "capital plus technology" type of strategic partnership for said business of manufacturing and supply of grey iron castings.
12	in case of cash consideration - amount or otherwise share exchange ratio.	Not Applicable
13	brief details of change in shareholding pattern (if any)of listed entity	No change in shareholding pattern of the Company.