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DCM Ltd. Audit Report / Information 2023

May 30, 2023

61500_rns_2023-05-30_306bd47e-de1e-40b3-839c-4b27b842c13a.pdf

Audit Report / Information

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May 30, 2023

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

National Stock Exchange of India Ltd. Exchange Plaza, Plot no. Cl1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051

Scrip Code: 502820 Scrip Code: DCM

ISIN: INE498AOI018

Sub: Annual Secretarial Compliance Report for the Financial Year 2022-23.

Dear Sirs,

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed the Annual Secretarial Compliance Report of the Company issued by Ms. Pragnya Parimita Pradhan, Proprietor of MI s Pragnya Pradhan & Associates, Company Secretaries, for the financial year 2022-23.

This is for your information and record.

Thanking You

Encl. - As stated above

Registered Office: Unit Nos. 2050 to 2052, 2nd Floor, Plaza II, Central Square, 20 Manohar Lal Khurana Marg, Bara Hindu Rao, Delhi - 110006.' Phone: (011) 41539170 CIN: L748990L I889PLC000004 Website: www.dcm.in Email id: [email protected]

PRACTICING COMPANY SECRETARIES

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Secretarial Compliance Report of DCM LIMITED for the year ended 31.03.2023

1, Pragnya Parimita Pradhan, Proprietor of Pragnya Pradhan & Associates, Company Secretaries have examined:

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

for the year ended 31.03.2023 ("Review Period") in respect of compliance with the provisions of:

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

The specific Regulations, whose provisions and the 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; (,SEBILODR')
  • (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not Applicable to the listed entity during the review period);
  • (c) Securities and Exchange Board of India (Substantial Acquisition of, Shares and Takeovers) Regula tions, 2011;
  • (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, 2018 (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) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the listed entity during the review period);

and Circulars/Guidelines issued thereunder;

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

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines

PRACTICING COMPANY SECRETARIES

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issued thereunder, except in respect of matters specified below: -

Observations /
Remarks
e Action Deta Fine of -ment
Requireme ns Taken ils Amountt the Response
nt Circul by of Practicing Rem
ar Company arks
guidelines
including
clause)
Warning, etc.
NIL
Sr.
No. Complianc
(Regulatio
ns/
circulars/
specific		 Regul
No.		 ation Deviatio Type of Action
Advisory/Clarification /
Show
Cause
Fine/
Notice/		 Viola
tion		 Secretary Manage
The listed entity has taken the following actions to comply with the observations made in previous reports:
(b)
Sr.
N 0		 Complia
nce
Require
ment
(Regulat
ions/
circulars
Guideli
nes
includin
g
specific
clause)		 Regul
ation
Circul
ar
No.		 Deviations Action
Taken by		 Type
of
Action		 Details
of
Violation		 Fine
Amount		 Observations /
Remarks
of the
Practicing
Company
Secretary		 Manageme
nt
Response		 Remarks
Advisor
y/Clarif
ication
Fine/Sh
low

PRACTICING COMPANY SECRETARIES

Deliver the lied at the earliest:

~ause
Notice/
iwarning,
etc.
1. Regulation Regulati Pursuant to National lFine Pursuant
to		 \ After learning The
~7(1)(c) of on the Stock the 6,07,700/ - link
from
of		 Company
r:;EBI 7(1)(c) resignation ~xchange resignation (Six Lakhs NSE
that
the		 had
no
(Listing of Dr. Vinay of India of Dr. Vinay Seven Company intention
of
Obligation Bharat
Ram,		 iLimited Bharat
Ram,		 Thousand held
1497		 Non-
~& Non- (NSE) Non- and Seven position
in		 Compliance
Disclosure Executive Executive Hundred the list of top as it was
not
Requireme Director
and		 and
Director		 Only) 2000 its
aware
of
nts) Chairman
of		 Chairman
of		 companies name
being
Regulation the the issued
by		 the
in
top
s,2015 Company Company NSE,
the		 2000
list
of
w.e.f, w.e.f. in
Company		 Companies
February
17,		 February
17,		 order to make on
NSE.
the
2021		 the
2021		 compliance
of		 Since,
it
was
strength
of		 strength
of		 the not
able
to
the Board
of		 the Board
of		 Regulation access/know
Directors
of		 Directors
of		 17(1)(c)
of		 the
top
2000
the the SEBI
LODR		 list
of
Company Company increased
the		 companies
on
was
reduced		 was
reduced		 strength
of its		 NSE
in
the
to
five
(5)		 five
to
(5)		 Board
of		 Public
directors directors Directors
to		 Domain,
so it
below
the		 below
the		 six
(6)		 relied
on
the
minimum minimum directors
by		 list
top
2000
number
of
six		 number
of
six
(6)		 appointing
Mr.
Shayam		 of companies,
on
BSE
(6)
directors		 directors Sunder Limited
in
prescribed prescribed Sharma
as an		 its
which
for
the
top		 for
the
top		 Additional name was not
2000
listed		 2000
listed		 on
Director		 there
in
top
entities entities fhe
Board
of		 2000
(with
effect		 (with
effect		 Company
in		 Companies.
from April 1, from April 1, the
Board		 soon
As
as
2020) as per 2020) as per Meeting
held		 Company
Regulation Regulation on August
28,		 came
to
of
17(1)(c)		 17(1)(c)
of		 2021. know,
vide
SEBI (Listing SEBI (Listing NSE's
Obligations Obligations Thereafter
the		 letter / email
& Disclosure & Disclosure composition dated
August
Requirement Requirement of
the
Board		 18,
2021
s) s) Directors
of		 wherein
link
Regulations, Regulations, of
the		 top
of
2000

PRACTICING COMPANY SECRETARIES

:J5eliver the lietft at the earliest:

2015 2015 Company
is		 list
of
(hereinafter (hereinafter as
per
the		 companies
on
referred
to		 referred
to		 requirement NSE
was
as
'SEBI		 as
'SEBI		 of
SEBI		 provided,
LODR'). LODR'). LODR. that
As
per
the		 Company's
list
of
Top		 Further, the name
is
in
2000 Company has top
2000
list
companies also made of companies
issued
by		 full payment on
NSE,
BSELimited,
of penalty of immediately
DCM Rs. 6,07,700/- a meeting
of
Limited to NSE on Board
of
('Company') May 05,2022 Directors was
ceased
to be		 and also called
by
the
the
part
of		 made a Company
at
top
2000		 request to shorter
notice
Companies NSE for and
an
as
on		 waiver of additional
31.03.2021. 50% of (non
Further
list		 penalty executive)
amount.
of Top
2000		 Director
was
companies appointed
on
listed
on		 August
28,
NSE was not 2021.
available
on
NSE
website.
Hence
after
the
resignation
of Dr. Vinay
Bharat
Ram
the
requirement
of having (6)
Six Directors
on the Board
was
considered
not
to
be
applicable
on
the
Company.
Later
on the'
Company

PRACTICING COMPANY SECRETARIES

:Deliver the liest at the earliest

had received
a letter from
NSE
wherein
a
link
was
provided
containing
the
list
of
top
2000
companies
as
per
NSE
record.
As
per
the
list
of Top
2000
Companies
issued/ prov
ided
by
NSE,
DCM
Limited held
1497
position.
After
learning
from link of
NSE that the
Company
held
1497
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

PRACTICING COMPANY SECRETARIES

Deliver the lietFtat the earliest:

appointed
as
an
Additional
Director
on
the Board
of		 \
Company
in
the
Board
Meeting
held
on
28,
August
2021
and
strength
of
the
Board
was
increased'
to
six
(6)
directors.
~ bEBI lRegulati Pursuant to BSE lFine Pursuant to 12,65,500/- its
BSE
vide		 The
(Listing Ion the iLimited the (Two Lakhs email
dated		 Company
Obligation 117(1)(c) resignation (BSE) resignation ~ixty Five May 26, 2022 had
received
~& of Dr. Vinay of Dr. Vinay [Thousand informed
that		 an
email
Disclosure Bharat
Ram,		 Bharat Ram, !and Five the dated
Requireme Non- Non- lHundred Company's September
07,
nts) Executive Executive pnly) request
for		 2021
from
Regulation Director
and		 Director
and		 waiver
of, the		 BSE
in
~,2015 Chairman
of		 Chairman
of		 fine has
been		 respect
of
the the approved. SOP
Company Company Reminder
w.e.f. w.e.f, August
2021
February
17,		 February
17,		 for
freezing
the
2021		 the
2021		 of
promoter
strength
of		 strength
of		 demat
the Board
of		 the Board
of		 account
Directors
of		 directors
of		 (action
under
the the SEBI
circular
Company Company no.
was
reduced		 was
reduced		 SEBI/HO/CF
five
to
(5)		 to
five
(5)		 D/CMD/CIR
directors directors /P/2020/12
below
the		 the
below		 dated January
minimum minimum 22,
2020)
for
number
of		 number
of		 non
six
(6)		 six
(6)		 compliance
of
directors directors Regulation
prescribed prescribed 17(1) of SEBI
for
the
top		 the
for
top		 LODR
and

PRACTICING COMPANY SECRETARIES

Deliver the liest at the earliest:

2000
listed		 2000
listed		 non-payment
entities entities of
penalty
of
(with
effect		 (with
effect		 Rs.2,65,500/-
from April 1, from April 1, In response
to
2020) as per 2020) as per aforesaid
Regulation Regulation email
of BSE,
17(1)(c)
of		 17(1)(c)
of		 the Company
SEBI (Listing SEBI LODR. had
Obligations As
per
the		 submitted
its
& Disclosure list
of
Top		 representatio
Requirement 2000 n
to
BSE
s) companies stating
that:
Regulations, issued
by		 •
the
2015 BSE Limited, Company
(hereinafter DCM did
not
referred
to		 Limited find / receive
as
'SEBI		 ('Company')
LODR'). ceased
to be		 any
the
part
of		 communicat
top
2000		 ion
in
the
Companies past
from
as
on		 BSE
ir
31.03.2021.
Further
list		 respect
0
of Top
2000		 non
companies compliance
listed
on		 of
NSE was not Regulation
available
on		 17(1) of SEB
NSE LODR
and
website. payment
0
Hence
after		 penalty
0
the Rs.
resignation
of Dr. Vinay 2,65,500/ -
Bharat
Ram
the		 •
Pursuant
to
requirement the
of having
(6)		 provisions
Six Directors Regulation
on the Board 17(1)(c)
0
was SEBI LODR,
considered the Board 0
not
to
be		 Directors
0
applicable the top 100e
on
the		 listed

PRACTICING COMPANY SECRETARIES

:Deliver the best at the earliest:

Company. entities
Later
on
the		 (with
effec
Company from
April
had
received		 1, 2019) and
a letter
from		 1
NSE that
the
top
wherein
a		 2000
listed
link
was		 entities
provided (with
effec
containing April
from
the listof
top		 1,
2020)
2000 shall
companies comprise
0
as
per
NSE
record.
As		 not less than
per the list of six directors.
Top
2000		 • As
per
the
Companies list
of
top
issuedfprovi 2000
ded
by NSE,
DCM		 companies
Limited
held		 issued
by
1497 BSE
and
position. available
on
After the
public
learning
from
link
of		 domain
of
NSE that the BSE,
DCM
Company Limited
held
1497		 (Company)
position
in		 ceased
to be
the list of top the
part
of
2000 top
2000
companies companies
issued
by		 as
on
NSE,
the		 31.03.2021.
Company
in
order
to		 Pursuant
to
make
compliance		 • above,
the
of
the
aforesaid provisions
regulation, of
took Regulation
immediate 17(1) (c) that
steps
and		 "the
Board

PRACTICING COMPANY SECRETARIES

:Deliver the liest at the earliest

Mr.
Shayam		 of Directors
Sunder of
the
top
Sharma
was		 1000
listed
appointed
as
an		 entities
Additional ! (with
effect
Director
on		 (rom
April
the Board of 1, 2019) and
Company
in		 that
the top
the
Board		 2000
listed
Meeting entities
held
on
August
28,		 (with
effect
and
2021		 (rom
April
1,
strength
of		 2020)
shall
the
Board		 comvrise
of
was not
less
increased
to
six
(6)		 than
six
directors. directors"
is
not
applicable
on
the
Company
I
on the basis
of list of top
2000
companies
issued
by
BSE
Limited.
The
Company
had
also
requested
the
BSE
to
withdraw
said
SOP
Reminder
August
2021
and
not
to
take
any
further
action
under
SEBI

..

us PRAGNYA PRADHAN & ASSOCIATES

PRACTICING COMPANY SECRETARIES

:Deliver the liest at the earliest

circular
no.
SEBI /
HO
/
/
CFD/CMD
CIR
/
P
/
\ 2020/12 dated
22,
January
2020
as
regulation
17(1)
is
not
applicable
on
the Company
on
the
basis
of list
of top
2000
.• companies
issued
by
BSE
Limited
as
on
31.3.2021.

(c) As per NSE Circulars no. NSE/CML/ 2023/21 dated March 16, 2023 & NSE/CML/ 2023/30 dated April 10, 2023 and BSE Circulars 20230316-14 dated March 16, 2023 & 20230410-41 and dated 10 Apr 2023, we confirm the following;

Sr. Particulars Compliance Observations/
Remarks
by PCS*
No. Status
(YesfNofNA)
1. Secretarial
Standards:
The compliances
of the listed
entity
are in accordance
with the applicable
Secretarial
Standards
(SS) issued
by
the Institute
ofCompany
Secretaries
India (ICSI).		 Yes
2 Adoption
and timely updation
of the Policies:
• All applicable
policies
under
SEBI Regulations
are
adopted
with the approval
of board
of directors
of
the listed entities.
policies
conformity
the
are
in
with
SEBI
• All
Regulations
and
has
reviewed
timely
been
&
the
updated
as
per
regulations/
circulars/
guidelines
issued by SEBI		 Yes

PRACTICING COMPANY SECRETARIES

:J5eliver the liest at the earliest

3 Maintenance and disclosures on Website:
• The
Listed
entity
is
maintaining
a
functional
website.
• Timely
dissemination
of
the
documents/
information
under
a
separate
section
on
the
website.
• Web-links
provided
in
annual
corporate
governance
reports
under
Regulation
are
27(2)
accurate
and
specific
which
re-
directs
to
the
relevant document(s)/
section of the website.		 Yes
4 Disqualification of Director:
None
of
the
Director
of
the
Company
are
disqualified
under
Section 164 of Companies
Act,
2013		 Yes
5 To examine details related to Subsidiaries of listed
entities:
(a) Identification of material subsidiary companies
(b) Requirements with respect to disclosure of
material as well as other subsidiaries		 Yes
6 Preservation of Documents:
The
listed
entity
is
preserving
and
maintaining
records
as prescribed
under
SEBI Regulations
and
disposal
of records
as per Policy of Preservation
of
Documents
and
Archival
policy
prescribed
under
SEBILODR Regulations, 2015.		 Yes
7 Performance Evaluation:
The
listed
entity
has
conducted
performance
evaluation
of the Board, Independent
Directors
and
the Committees
at the start of every financial year as
prescribed in SEBIRegulations.		 Yes As
per
SEBI
LODR
and
the
Companies
Act,
the
Board
2013
Evaluation
is required
to
be done
once in a year.
Formal
process
of
Performance
Evaluation
was carried
out in the Month
of February,
2023
for FY 2022-23.
8 Related Party Transactions:
(a) The listed entity has obtained
prior approval
of
Audit
Committee
for
all
Related
party
transactions
(b) In case no prior
approval
obtained,
the listed		 Yes

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:Deliver the lieoFtat the earliest:

entity shall provide
detailed
reasons along with
confirmation
whether
the
transactions
were
subsequently
approved
/
ratified/
rejected
by
the Audit committee.
9 Disclosure of events or information:
the
The
listed
entity
has
provided
all
required
disclosure(s)
under
Regulation
30
along
with		 Yes
Schedule
III of SEBI LODR Regulations,
2015 within
the time limits prescribed thereunder.
10 Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5)
&
3(6)
SEBI
(Prohibition
of
Insider
Trading)		 Yes
Regulations, 2015.
11 Actions taken by SEBIor Stock Exchange(s), if any:
Actions
the
No
taken
against
listed
entity /
its
promoters/
directors/
subsidiaries
either by SEBI or		 Yes
by Stock Exchanges
(including
under
the Standard
Operating
Procedures
issued bySEBI through various
circulars)
under
SEBI Regulations
and
circulars/
guidelines issued thereunder.
12 Additional
Non-compliances,
if any:
Yes
No any additional
non-compliance
observed
for all
SEBIregulation/
circular/guidance
note etc.

d. The Listed entity has complied with the clauses 6(A) and 6(B) as mentioned' in SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019 with regards to the Resignation of Statutory Auditors - There has been no resignation of Statutory Auditors during the Financial Year 2022-23.

For Pragnya Pradhan & Associates

Place: New Delhi Date: 29-05-2023

PRAGNYA :: DigI!iJllyslgn«lbyJ>RAGHYA PARIMITA Ib::~2~;l~:;~7~i)9:05 PRADHAN ,j +05'30' Pragnya Parimita Pradhan (Company Secretary) ACS No. - 32778 CP No. - 12030 UDIN : A032778E000411376 Peer Review No: 1564/2021

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