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DCM Ltd. Regulatory Filings 2022

May 27, 2022

61500_rns_2022-05-27_54fc8100-3877-4387-aa7d-644ecd600f3e.pdf

Regulatory Filings

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May 27, 2022

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400 001

Scrip Code: 502820 Scrip Code: DCM

National Stock Exchange of India Ltd. Exchange Plaza, Plot no. C/1, G Block, Bandra - Kurla Complex, Bandra (E),Mumbai - 400 051

ISIN: INE498AOI018

Sub: Annual Secretarial Compliance Report for the Financial Year 2021-22.

Dear Sirs,

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, read with SEBICircular CIR/CFD/CMD1/27/2019 dated February 8, 2019, please find enclosed the Annual Secretarial Compliance Report of the Company issued by Ms. Pragnya Parimita Pradhan, Proprietor of M/ s Pragnya Pradhan & Associates, Company Secretaries, for the financial year 2021-22.

This is for your information and record.

Thanking You

E-mail id: investorsq' n

Registered Office: Unit Nos. 2050 to 2052, 2nd Floor, Plaza II, Central Square, 20, Manohar Lal Khurana Marg. Sara Hindu Rao, Delhi - 110006. Phone: (011)41539170 CIN: L74899DLl889PLC000004 Website: www.dcrn.in Ernaii id:[email protected]

os PRAGNYA PRADHAN & ASSOCIATES

PRACTICING COMPANY SECRETARIES

rDoAvol' the lien at the e(fl'Ae,yt

Secretarial Compliance Report of DCM UMITED for the year ended -31.03.2022

I,Pragnya Parimita Pradhan, Proprietor of Pragnya Pradhan & Associates, Company Secretaries have ixemined: .

  • (a) all the documents and records made available to us and explanation provided by the DCM Limited ('the listed enti.ty');
  • (b) the filings/ submissions made by the listed entity to the Stock Exchanges;
  • (c) website of tile listed entity;
  • (d) any other documents! filings, as may be relevant, which has been relied upon to make this certification.

for the year ended 31.03.2022 ("Review Period") in respect of compliancewith the provisions of:

  • (a) 111eSecurities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, Circulars, Guidelines issued thereunder; and
  • (b) The Securities Contracts (Regulation) Act, 1956 ("SeRA"), Rules made thereunder and the Regulations, Circulars, Guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and Ute Circulars/Guidelines issued thereunder, have been examined, include»

  • (a)Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time;
  • (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to tile listed entity during the review period);
  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011i
  • (d) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time;
  • (e) Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993;
  • (f) Securities and Exchange Board of India (Buyback of Securities) Regulations, 201\$ (Not Applicable to the listed entity during the review period); ,
  • (g) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not Applicable to the listed entity during the review period};
  • (h) Securities and Exchange Board of India (Issue and Listing of Debt:Securities) Regulations, 20Q8 (Not Applicable 10 theUsted entity during the review period);
  • (i) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 (Nol Applicable to the listed entity during the review period); .

and <;irculm.:s/GuideIu1C:sissued thereunder:

46, LGF. JOR BAGH. New Dethl-l 10003 Mob: 9953457413 Emai(ld: Pragnyap,pradhan@gmaitcom

os PRAGNYA PRADHAN & ASSOCIATES

PRACTICING COMPANY SECRETARIES

:D&liver tile 50'}Ti at the lJt1rReJ1;

and based on the above 0 ramination, I hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and Circulars/ Guidelines issued thereunder, except in respect of matters specified below:

Sr. CompUallC;'-
Requirement		 Deviations ~6b;;nraHon;i
U:;marks
of
No I
(Regulations!
Circulars		 the
Practicing
Compa.ny
Guidelines
including
specific		 Secretary
clause
Nil Nil
  • (b) The listed entity has maintained proper records under the provisions of the above Regulations and Circularsy Guidelines issued thereunder in so far as it appears from my examination of those records.
  • (c) 11,Cfollowing are the details of actions taken against the listed entity/its promoters/ directors.' material subsidiarie either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued hy SEBI through various circulars) under the aforesaid Acts/Regulations and Circulars/Guidelines issued thereunder:
Sr.
No		 r--,-------r----c:--
Action
taken
by		 __--:---0
-
Details
of
violation		 ----r---:-::---:~--::-.-.-
Details
of
action
taken
E.g.
fines,
warning
letter,
debarment,
etc.		 -.-.--::-::----
-'.'''j
Observations!
remarks
of
the
Practicing
Company
Secretary,
if
any.
1. National
Stock
Exch~rge
bfIridia
Limited
(NSE)		 to
the
"Pursuant
J'esigllation
of
Dr;
Vinny
Bharat
Ram,
Non-Executive
Director
and
Chairman
of
the
Company
w.e.f:
February
17,
2021
the
strength
of
the
Board
of
directors
of
the
Company
was
reduced
to
five
(5)
directors
below
the
rrurumum
number
of
six
(6)
directors
prescribed
for
the
2000
listed
top		 NSE
issued
two
penalty
notices
dated
August
20,
2021
and
November
22,
for
Rs.
2,65,500/-
202'1
and
Rs.
3,42,200/-
respectively
for
non
Compliance'
with
the
requirement
of
minimum
number
of
Directors
on
the
Board
of
the
Company
for
quarters
ended
June
30,
2021
and
September
30,
2021respectively.
Further
two
representation
applications
dated
september
03,
2021
and		 -.
After
learning
from
link
I
of
NSE
t.hat:
the
Company
held
1497
position
in
the
list
of
top
2000
companies
issued
by
NSE,
the
Company
in
order
make'
,to
compliance
of
the
Regulation.
of
17(1)(c)
SEBI
(Li.,ting
Obligations
&:
Disclosure
Requirements)
Regulations,
2015,
increased
the
strength
of
its
Board
of
Dire
tors
to
@,
by
six
directors

New Oelhi-l10003 gnYflP,pr adhap@gma{Lcom

us PRAGNYA PRADHAN & ASSOCIATES

PRACTICING COMPANY SECRETARIES

:Deliver the Jio.ft (If; the oorlilJ.rt

entities
effect
(wi.th		 dated
December
03,
2021		 appointing
tvlr, Shayam
1,
2(20)
from
April		 respectively
were		 Sunder
Sharma
an
<1IS
as
per
Regulation		 by the Company
submitted		 Additional
Director
on
17(1)(c)
of
'EBI		 to NSE
waiver
of the
for		 the
Board
of
Company
(Listing
Obligations		 pellCllty/fil1e
said		 in
the
Boa.rdMeeting
&
Disclosure		 aggregating
to
I~\$.		 held on August
28, 2021.
Requirements) 6,07,700/- imposed
by NSE
Regulations,
2015		 on
the
Company
in
the		 Thereafter
the
(hereinafter
referred		 aforesaid matter. composition
of
the
to as'SEBl
LODR').		 Board
of Directors
of the
vide
Its
NSE
letter
dated		 is as
Company
per
the
As
per
the.
list
of		 April 2St
2022 rejected
both		 requirement
of
SEBI
Top
2000 companies		 the
representation		 (Listing
Obligations
&
issued
by
BSE		 applications
of
tile		 Disclosure
Limited,
DCM		 Company
for
waiver
of		 Requirements)
Limited aforesaid
fine
of
Rs,		 Regulations,
2015,
as
ceased
('Company')		 6,07,700/-. amended
from
time
to
to be the
part
of top		 tin1e.
2000
Companies
as		 Therefore,
the
Company
on
31.03.2021.		 has
made
full
payment
of		 Further,
the
Company
Top
Further
list
of		 penalty
of Rs. 6,07,700/-
to		 has
also
made
full
2000
companies		 05,
2022
NSE on May
and		 payment
of
penalty
of
listed
on
National		 also
made
a
request
to		 Rs, 6,07,700/
- to NSE on
! Stock
Exchange
of		 for
waiver
of
50% of
NSE		 May
OS, 2022
and
also
was not
India
(NSE)		 penaltyamoun t. made
a request
to N"SE
available
on
NSE
Hence after
bsite.		 for
waiver
of
50% of
the
resignation
of		 penaIty~unount.
Dr.
Vinay
Bharat
Ram
tile
reguirement
~~
[having
(6)
Six
the
Directors
on
f Board
was
to be
considered
not
licable
y.
I
_I

34S7413 id;Pragflyap.pradhan@gmaitcom 2;{\ .. )i:>:\ %"

PRAGNYA PRADHAN & ASSOCIATES

PRACTICING COMPANY SECRETARIES

Deliver the best at the earliest

2. BSE
Limited		 position in the list of
top 2000 companies
issued by NSE, the
Company in order to
make compliance of
the
aforesaid
regulation, took
immediate steps and
Mr. Shayam Sunder
Sharma
was
appointed
as an
Additional Director
on the Board
of
Company in
the
Board Meeting held
on August 28, 2021
and strength of the
Board was increased
to $six(6)$ directors.
the
Pursuant
$\mathfrak{g}$
resignation of Dr.		 had
Company
The
received an email dated		 BSE vide its email dated
May 26, 2022 informed
(BSE) Vinay Bharat Ram,
Non-Executive
and
Director
of the
Chairman
w.e.f.
Company
February 17,
2021
the strength of the		 September 07, 2021 from
BSE in respect of SOP-
Reminder-August 2021 for
freezing of promoter demat
account (action under SEBI
circular
no.
SEBI/HO/CFD/CMD/CI		 that
the
Company's
request for waiver of the
fine has been approved.
prachan d 4s.

Iny Sec

PRAGNYA PRADHAN & ASSOCIATES
PRACTICING COMPANY SECRETARIES

Deliver the best at the earliest

Board of directors of R/P/2020/12
dated
the Company was January 22, 2020) for non-
reduced to five (5). compliance of Regulation
directors below the 17(1) of SEBI (Listing
minimum number Obligations and Disclosure
of six (6) directors Requirement) Regulations,
prescribed for the 2015 and non-payment of
$top = 2000 -$
listed		 penalty of Rs. 2,65,500/»
entities (with effect
from April 1, 2020). In response to aforesaid
as per Regulation email of BSE, the Company
$17(1)(c)$ of
SEBI		 had submitted
its
(Listing Obligations representation to
11.1
Disclosure
&		 stating that:
Requirements)
Regulations, 2015 • the Company did not
(hereinafter referred find/receive and
any
communication in the
to as 'SEBI LODR'). past from BSE in respect
As per the list of of non-compliance of
Top 2000 companies
issued		 Regulation 17(1) of SEBI
BSE
by
DCM
Limited,		 (Listing Obligations and
Disclosure Requirement).
Limited Regulations,
2015
('Company') ceased (LODR regulation) and
to be the part of top payment of penalty of
2000 Companies as Rs. 2,65,500/~
31.03.2021.
on.
Further list of Top the
• Pursuant
$\pm 10$
-companies
2000		 provisions Regulation
listed on National $17(1)(c)$ of SEBI (Listing
Stock Exchange of Obligations
Ň.
India (NSE) was not Disclosure
available on NSE Requirements)
website. Hence after Regulations, 2015,
as.
the resignation of amended from time to
Bharat
Dr. Vinay		 the Board of
time,
the
Ram		 Directors of the top 1000
$\alpha$ entities
(with
listed -
requirement
Six		 effect from April 1, 2019).
having
(6)
the
Directors
$_{\rm on}$		 and that the top 2000
(with
entities
listed		 Clathan d
was
Board

46, LGF, JOR BAGH, New Delhi-110003 Mob: 9953457413 Email id: Pragnyap [email protected]

PRAGNYA PRADHAN & ASSOCIATES

PRACTICING COMPANY SECRETARIES

Defiver the best at the earliest

considered not to be effect from April 1, 2020) applicable on the shall comprise of not Company. less than six directors. Later. on the • As per the list of top Company had 2000 companies issued received a letter by BSE and available on from NSE wherein a the public domain of link was provided BSE, DCM Limited containing the list of (Company) ceased to be top 2000 companies the part of top 2000 as per NSE record. companies as $\alpha$ n As per the list of 31.03.2021. Top 2000 Companies · Pursuant to above, the issued/provided by provisions of Regulation NSE, DCM Limited $17(1)$ (c) that "the Board held 1497 position. of Directors of the top 1000 listed entities (with effect from April After learning from link of NSE that the 1, 2019) and that the top 2000 listed entities Company held 1497 (with effect from April position in the list of 1, 2020) shall comprise top 2000 companies of not less than six issued by NSE, the directors" is not Company in order to applicable on the make compliance of Company on the basis of aforesaid the list of top 2000 regulation, took companies issued by immediate steps and BSE Limited. Mr. Shayam Sunder Sharma was The Company had also appointed as an requested the BSE to Additional Director SOPwithdraw said on the Board of Reminder-August 2021 and Company in the not to take any further Board Meeting held action under SEBI circular on August 28, 2021 no. SEBI/HO/CFD/CMD and strength of the /CIR / P / 2020/12 dated Board was increased January $22,$ 2020 as to six (6) directors. regulation 17(1) is not

  1. LGF, JOR BAGH, New Delhi-110003 Mob: 9953457413 Email id: [email protected]

PRAGNYA PRADHAN & ASSOCIATES

PRACTICING COMPANY SECRETARIES

Defiver the best at the earliest

the
applicable
on
Company on the basis of
list of top 2000 companies
issued by BSE Limited as
on $31.3.2021$ .
---------------------------------------------------------------------------------------------------------------------------------- --

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.
No.		 Observations of the
Practicing Company
Secretary in the previous
reports		 Observations
made in the
Secretarial
Compliance
Report for the
year ended
31.03.2021		 Actions taken
by the listed
entity, if any		 Comments of the
Practicing Company
Secretary on the
actions taken by the
listed entity
Nil Nil Nil Nil

For Pragnya Pradhan & Associates

Vrag Porinita Br Á

Pragnya Parimita Pradhan (Company Secretary) ACS No. - 32778 CP No. - 12030 UDIN No.-A032778D000392434 Peer Review No.-1564/2021

46, LGF, JOR BAGH, New Delhi-110003 Mob: 9953457413 Email id: [email protected]

Place: New Delhi Date: 26-05-2022

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