DCW Ltd. — AGM Information 2018

Oct 26, 2018

MINUTE BOOK DCW LIMITED PAGE—.—

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es TH N ^D L 1T ^E A . Y m ER 2 A E ^{R E E P} v ^D 511mm -3§3315.

CHAIRMAN 8; DIRECTORS

Shri Pramod Kumar Jain, Chairman and Managing Director of the Company took the chair pursuant to Article ⁸¹ of the Articles of Association of the Company at 10.00 am. and declared the commencement ofthe meeting as there was ^a quorum

Smt. Suiata Ragnekar, Chairman ofboth Audit Committee and Nomination and Remuneration Committee was present in the meeting. Mr. Krishnamoorhy Krishnan, Chairman of the Stake Holders Relationship Committee was also present in the meeting.

Chairman stated that due to preoccupation, other Directors could not attend the meeting. He further informed that Auditors of the Company were exempted from attending the meeting. Dr. S.K. Jain, Secretarial Auditor of the Company and Scrutinizer for the e-voting and voting by ballot was present in the meeting.

The Register of Directors and Key Managerial Personnel and their share holding, Register for Related Party Transactions and Auditors Report, Secretarial Report and all other Reports and Registers which were required for inspection ofthe members were available in the meeting

MEMBERS PRESENT

⁶¹ Members [including representatives of Corporate Bodies) were present in person including proxies.

NOTICE

Mr. PK. Agarwal suggested that the notice dated 13m August, ²⁰¹⁸ convening the Annual General Meeting be taken as read and the same was unanimously agreed by all the shareholders present. The Chairman thereafter took the notice dated 13m August, ²⁰¹⁸ as read.

CHAIRMAN'S ADDRESS

Chairman stated that there are no qualifications, observations or comments or other remarks on the financial transactions or matters in the Auditors Report ²⁰¹⁸ which for the year ended 31" March, have any adverse effect on the functioning ofthe Company. He further stated that there are no qualifications, observations or comments or other remarks in the report of the Secretarial Auditor.

Chairman thereafter welcomed the members to the 79m Annual General Meeting of the Company. He spoke about the working of the Company during the previous year. Chairman stated that sales for the year were Rs. 121340.71 lacs compared to Rs. 131277.26 lacs in the previous year. The profit for the year (before depreciation) was Rs. 3612.70 lacs against ^a profit of Rs. 9275.08 lacs in the previous year. The loss before tax amounted to Rs. 5167.24 lacs as against profit of Rs. 2482.30 lacs in the previous year. The loss after provision of current tax / taxes for the year is Rs, 5167.24 lacs against ^a profit of Rs. 2457.30 lacs for previous year and loss after deferred tax was Rs. 2187.90 lacs against profit of Rs. 2002.30 lacs for previous year.

Chairman briefed the meeting about the projects implemented during the last year and also projects which are under implementation. He also during the Current spoke about the working of the Company financial year. Chairman further stated that the domestic demand for all

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the products manufactured by the Company is growing which gives opportunity to production capacities and expand it take benefit ofthe expanding market.

were suitably replied by the Chairman. He thereafter meeting. proceeded with the business of the

Administration) Rules. ²⁰¹⁴ every listed company shall provide its members the exercise their right to vote at General facility to accordingly mentioned the Meetings by Electronic means. The Company has details of such Electronic voting in its notice dated 13m August, voting by Electronic means September, 2018 at 5.00 during the period 24"! September, ²⁰¹⁸ at 10.00 am. to 26'" pm. Dr. S.K. Jain. ^a Practicing Company Secretary was appointed by the Company as Scrutinizer of the Electronic Voting.

Electronically He further stated and that also the members who are present in this meeting and who has not voted proxies of the members have to vote on the Resolutions mentioned in the notice convening this meeting by poll. Voting paper in the prescribed form MGT-12 will be distributed by the Scrutinizer Dr. S.K. Jain.

Annual Chairman General thereafter Meeting. briefed the meeting on each of the business to be transacted in the

Chairman then informed that the members have to vote by poll the which were proposed and following Resolutions seconded by members as stated hereinafter.

1. ADOPTION RESOLUTION OF : ACCOUNTS FOR THE YEAR ENDED 31" MARCH, ²⁰¹⁸ BY ORDINARY

Vora. Mr. A. B. Singh proposed following Ordinary Resolution which was seconded by Mr. M. R.

"RESOLVED THAT the Audited financial statements of DCW Limited for the financial year hereby ended 31>" approved March, and ²⁰¹⁸ and the Reports ofthe Directors and Auditors thereon be and are adopted".

2. RESOLUTION: REAPPOINTMENT 0F SHRI BAKUL IAIN, AS ^A DIRECTOR BY ORDINARY

Mr. Sunil Kumar proposed Harendra I. Trivedi. following Ordinary Resolution which was seconded by Mr.

"RESOLVED THAT Shri. Baku] lain [DIN No.0 0380256) who retires hereby re—appointed as ^a Director by rotation be and is of the Company liable to retire by rotation".

3. APPOINTMENT OF SHRI PRADIP MADHAVII (DIN No. INDEPENDENT DIRECTOR OF 00272161) AS AN THE COMPANY

Mr. Poojara Hitesh proposed following Ordinary Resolution which was seconded by Mr. P. V. Jadeja.

"RESOLVED THAT pursuant to the provisions of Sections 149A, ¹⁵² and other provisions, if any, of the applicable and Companies Act, ²⁰¹³ ['the Act'] read with Schedule iv to the Act the Companies (Appointment and Qualification of Directors) Rules, ²⁰¹⁴ any statutory modification(s) thereof for the including time being in force and applicable provisions

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Annual General Meeting and in respect of whom the Company has received ^a notice in writing from ^a member proposing the candidature of Shri Pradip Madhavji, be and is hereby appointed as an Independent Director of the Company to hold office for ⁵ (five) consecutive years ending 12th November, 2022".

APPOINTMENT OF SHRI KRISHNAMOORTHY KRISHNAN (DIN No. 08129657) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

Mr. Bimal P. Chandarana proposed following Ordinary Resolution which was seconded by Mr. Shamjibhai Laxmanbhal Makwana.

"RESOLVED THAT pursuant to the provisions ofSections 149A, ¹⁵² and other applicable provisions, if any, ofthe Companies Act, ²⁰¹³ ['the Act') read with Schedule IV to the Act and the Companies [Appointment and Qualification of Directors] Rules, ²⁰¹⁴ including any statutory modification(s) thereof for the time being in force and applicable provisions of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, ²⁰¹⁵ as amended from time to time; Shri Krishnamoorthy Krishnan (DIN No. 08129657) who was appointed as an Additional (Independent) Director by the Board of Directors on 22nd May, ²⁰¹⁸ and whose term of office expires at this Annual General Meeting and in respect ofwhom the Company has received ^a notice in writing from ^a member proposing the candidature of Shri Krishnamoorthy Krishnan be and is hereby appointed as an Independent Director of the Company to hold office for ⁵ (five) consecutive years ending let May, 2023". REAPPOINTMENT 0F SHRI. BAKUL IAIN (DIN:003802 56) AS MANAGING DIRECTOR OF THE COMPANY

REAPPOINTMENT 0F SHRI SAATVIK IAIN AS PRESIDENT OF THE COMPANY

Mri Eipin K. Shah proposed tollowing Ordinary Resolution which was seconded by Mr. Pradipbhai Poojara.

"RESOLVED THAT pursuant to the provisions of Section ¹⁸⁸ and all other applicableprovisions of the Companies Act, ²⁰¹³ and the Rules prescribed there under and any statutory modifications thereof for the time being in force, approval ofthe shareholders of the Company be and is hereby accorded to the reappointment of Shri Saatvik Iain, as President of the Company for ^a period of ⁵ years with effect from lst March ²⁰¹⁹ and for payment of salary of Rs. 8,50,000/- per month In the grade Rs. 8,50,000/— - Rs. 50,000/- ⁴ Rs. 11,00,000 to Shri Saatvik lain as President of the Company along with following perquisites:

• (a) Leave travel allowance: Rs. 30,000/< per annum;
• [b] Reimbursement of medical expenses: Rs. 45,000/— per annum;
• [c] House rent allowance: Rs.25,000/- per annum;

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• (LI Free use of Company's car with chauffeur for Company's work and personal use, with all costs in respect thereoffur petrol, maintenance, insurance, etc. being met by the Company;
• [e] Bonus, provident fund, superannuation and gratuity as per the Rules of the Company; and
• [I] Leave/encashment of leave as per the Rules of the Company."

REAPPOINTMENT OF SHRI ASHISH IAIN AS SR. PRESIDENT OF THE COMPANY

Mr. C. C. Ghelani proposed following Ordinary Resolution which was seconded by Ms. Sanjana Singh.

"RESOLVED THAT pursuant to the provisions of Section ¹⁸⁸ and all other applicable provisions of the Companies Act, 2013 and the Rules prescribed there under and any statutory modifications thereof for the time being in force, approval of the shareholders of the Company be and is hereby accorded to the reappointment of Shri Ashish lain, as Sr. President of the Company for ^a period of5 years with effect from lst April ²⁰¹⁹ and for the payment of salary of Rs. 850,000 per month in

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the grade of Rs. 8,50,000/- — Rs. 50,000/- ^vRs. 11,00,000/— to Shri Ashish lain as St: President of the Company along with following perquisites:

(a) Leave travel allowance: Rs. 30,000/— per annum;

[h] Reimbursement of medical expenses: Rs. 45,000/~ per annum;

(c) House rent allowance: Rs, 25,000/— per annum:

id) Free use of Company's car with chauffeur for Company's work and personal use, with all costs in respect thereof for petrol, maintenance, insurance, etc. being met by the Company;

to) Bonus, provident fund,superannuation and gratuity as per the Rules of the Company; and

if) Leave/encashment ofleave as per the Rules of the Company"

REAPPOINTMENT 0F SMT. PAULOMI IAIN AS PRESIDENT OF THE COMPANY

Mr. Yashwantsin V. Jadeia proposed following Ordinary Resolution which was seconded by Mr. Kapurchand Maheshwari.

"RESOLVED THAT pursuant to the provisions of Section ¹⁸⁸ and all other applicable provisions of the Companies Act. ²⁰¹³ and the Rules prescribed there under and any statutory modifications thereof for the time being in force, approval of the shareholders of the Company be and is hereby accorded to the reappointment of Smt. Paulomi Jain, as Prestdent ofthe Company for ^a period of5 years with effect from lst April ²⁰¹⁹ and for payment ofsalary of Rs. 8,50,000/- per month in the grade of Rs. 8,50,000/- — Rs. 50,000/- ~ Rs. 11,00,000/- to Smt. Paulomi Jain as President of the Company alongwith following perquisites:

(a) Leave travel allowance: Rs. 30,000 per annum;

(b) Reimbursement of medical expenses: Rs 45,000 per annum;

[c] House rent allowance: Rs, 25,000 per annum;

(0] Free use of Company's car with chauffeur for Company's work and personal use, with all costs in respect thereof for petrol, maintenance, insurance, etc. being met by the Company;

(e) Bonus, provident fund, superannuation and gratuity as per the Rules of the Company; and

(t) Leave/encashment ofleave as per the Rules ofthe Company,"

8. REAPPOINTMENT 0F SMT. MALTI BHINDI AS PRESIDENT OF THE COMPANY

Mr. M. H. Raval proposed following Ordinary Resolution which was seconded by Mr. Kishor}, Chauhan,

"RESOLVED THAT pursuant to the provisions of Section ¹⁸⁸ and all other applicable provisions of the Companies Act, ²⁰¹³ and the Rules prescribed there under and any statutory modifications thereof for the time being in force, approval ofthe shareholders of the Company be and is hereby accorded to the reappointment of Smt, Malti Bhindi, as President of the Company for ^a period of ⁵ years with effect from lst April ²⁰¹⁹ and for the payment of salary of Rs. 8,50,000/~ per month in the grade of Rs. 8,50,000/— — Rs. 50,000/' - Rs 11,00,000/-, to Smt. Malti Bhindi as President of the Company alongwith following perquisites:

CHAIRMAN s ⁴ INITIALS A/x/

[it] Leave travel allowance: Rs 30,000/» per annum:

(b) Reimbursement of medical expenses: Rs, 45,000/- per annum;

[c] House rent allowance: Rs. 25,000/— per annum:

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(d) Free use of Company's car with chauffeur for Company's work and personal use, with all costs in respect thereof for petrol, maintenance, insurance, etc being met by the Company;

[a] Bonus, provident fund, superannuation and gratuity as per the Rules of the Company; and

[i] Leave/encashment of leave as per the Rules of the Company."

PAYMENT OF COMMISSION T0 NON-EXECUTIVE DIRECTORS.

Mr. Ashokkumar M. Verma proposed following Ordinary Resolution which was seconded by Mri Jagdish Mt Vyas.

"RESOLVED THAT subject to the provisions of Section ¹⁹⁷ and all other applicable provisions, if any, of the Companies Act, ²⁰¹³ ("the Act") including any amendment thereto for the time being in force and subject to such permissions, sanctions of appropriate authorities, as may be required, consent of the Company be and is hereby accorded to the payment of the commission computed @ 1% of the net profits of the Company calculated in accordance with the provisions of Section ¹⁹⁸ of the Act for each financial year to all Non Executive Directors of the Company taken together for ^a period ofS financial years from the financial year commencing from lst April. ²⁰¹⁸ subject to ^a limit of Rs, 3,00,000/- (Rupees three lakhs only) per Director per annum, in addition to the fees payable to them for attending the meetings of the Board of Directors of the Company or any Committee(s) thereof

RESOLVED FURTHER THAT in the event of ^a Non Executive Director was in the office for part of ^a year. the commission payable shall be pro-rata for the period he was in the office. '

AND RESOLVED FURTHER THAT the Board be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as may be necessary proper or expedient to give effect to the above resolution".

10. OPTION T0 IFCI LTD. TO CONVERT LOAN INTD EQUITY SHARES IN CASE OF DEFAULT.

Mr. A. B. Singh proposed following Special Resolution which was seconded by Mr. j. ^V Trivedi.

RESOLVED THAT pursuant to the provisions of the Section ⁶² (3) and other applicable provisions, if any, of the Companies Act, ²⁰¹³ read with Rules thereto and all other applicable laws [including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to any permissions, sanctions and consents as may be required from any regulatory and other appropriate authorities, the consent of the Company be and is hereby accorded to the Board of Directors of the company (hereinafter referred to as "the Board" which term shall be deemed to include any committee which the Board may constitute for this purpose) to accept and give effect to the option of conversion of the whole or part of the outstanding amount ofthe Corporate loan granted by iFCl Ltd. (the Lender) to the Company in terms of the corporate loan agreement executed on 23rd September, ²⁰¹⁶ with them, (which agreement be and is hereby approved and ratified], into fully paid»up equity shares ofthe Company as per the pricing of shares formula stipulated by Reserve Bank of India from time to time in the event the Company commits ^a default in payment or repayment of principle amounts of the loan or interest thereon or any combination thereof to the Lender.

RESOLVED FURTHER THAT though the SDR guidelines are repealed, for the purpose of pricing of the conversion ofloan to shares, the applicable guidelines of RBI in respect of pricing of the shares shall be followed for such conversion.

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RESOLVED FURTHER THAT though the SDR guidelines are repealed, for the purpose of pricing ofthe conversion ofloan to shares, the applicable guidelines of RBI in respect of pricing ofthe shares shall be followed for such conversion.

AND RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorised on behalf of the Company to take all actions and to do all such acts, deeds. matters and things as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose or as may be required by any statutory, regulatory and other appropriate authorities for the purpose."

11. To approve remuneration of the Cost Auditors for the Financial year ending March 3 1, 2 019.

Mr. Jaypal Poojara proposed following Ordinary Resolution which was seconded by Mr. K. ]. Vora.

"RESOLVED THAT pursuant to the provisions of Section ¹⁴⁸ and all other applicable provisions, if any, of the Companies Act, ²⁰¹³ read with the Companies (Audit and Auditors] Rules, ²⁰¹⁴ (including any statutory modification(s) or re-enactment thereof, for the time being in force), approval of the members of the Company be and is hereby accorded for payment of remuneration as set out in the Explanatory Statement annexed hereto to M/s. Nanabhoy & Co. and M/s. N. D. Birla & Co. the Cost Auditors of the Company appointed by the Board of Directors at melr meeting held on May 29, 2018, to conduct the audit of the cost records of the Company for the financial year ending on 315t March, 2019;

"RESOLVED FURTHER THAT the Board of Directors ofthe Company be and are hereby authorised to do all acts and take all such necessary steps as may be necessary, proper or expedient to give effect to the above resolution."

Chairman then informed the shareholders that the entire proceedings of polling will be under the direction and supervision ofthe Scrutinizer Dr. S, ^K Jain and he has no further role in the proceedings. Thereafter he declared that the meeting is over and thanked the shareholders for attending the meeting.

The Scrutinizer Drt S.K. Jain thereafter addressed the shareholders and explained the procedure of voting through poll. Dr. S.K. lain appointed Mr. Harsh Kesharia to assist him in conducting the voting through poll. Drt S. K. Jain and Mr, Harsh Kesharia thereafter distributed the Ballot papers to the shareholders and proxy holders present in the meeting He thereafter opened the ballot box and shown the empty ballot box to all the shareholders and then locked the box.

The shareholders and proxy holders thereafter did the voting by poll and deposited the ballot papers in the ballot box. By 1.30 pm. the polling was over. Dr. S.K. Jain thereafter sealed the ballot box in the presence of Directors, shareholders and authorised person of M/s, Bigshare Services Pvt.Ltd. (Registrar and Share Transfer Agent] of the Company

Dr. S. K. Jain submitted his report dated 28'" September, ²⁰¹⁸ in respect of e~voting by the shareholders ofthe Company.

Dr. S.K. Jain submitted Scrutinizers report dated 28K" September, ²⁰¹⁸ on the voting by poll done by the shareholders at the 790' Annual General Meeting of the Company held 01127m September, 2018.

Dr. S.K. Jain also submitted ^a combined Scrutinizers Report i.e. ofthe e-vo'o'ng and voting by poll on 28"" September, 2019. The brief of the combined results as per this Report were as follows:

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	Category	the agenda/resolution?		Resolution required:	Resolution No. 2	Total			Institutions	Public-Non			Institutions	Public-		Group	Promoter	Promoter pue		Category	in the agenda/resolution?	Resolution required:
	Mode of Voting		Whether promoter/ promoter group are interested in		To appoint a Director in place of Shri Bakul Jain, (DIN: 00380256) who retires by rotation and being eligible, offershimself for reappointment.		Total	applicable Postal Ballot (not	Poll	E-Voting	Total	applicable) Postal Ballot (not	Poll	E-Voting	Total	applicable Postal Ballot (not	Poll	E-Voting		Mode of Voting	Whether promoter/ promoter group are interested	To consider and adopt the Audited Financial Statements for the year ended 31st March, 2018 and the Reports of theDirectors and the Auditors thereon
	No. of shares held Ξ					220987407	96775691			169275691	22467793			22467793	101743923			101743923	Ξ	No. of shares held
$\overline{c}$	No. of votes polled		$_{\rm SN}$	ORDINARY RESOLUTION		100863682	86684	$\circ$	21112	E5572	37654	$\circ$	$\circ$	37654	100739344	$\circ$	100739344	$\circ$	$\overline{c}$	No. of votes polled	ON	ORDINARY RESOLUTION
ng shares $(3) = [(2)]$ $1]^{*}100$	% of Votes outstandi Polled on					45.6423	9680'0	$\circ$	0.0218	0.0678	0.1676	$\circ$	$\circ$	0.1676	9210'66	$\circ$	9210'66	$\circ$	$(3) = [(2) / (1)]$ spares $1001*$	outstanding % of Votes Polled on
$\mathbf{F}$	No. of Votes- Inover E					100863297	86298	$\circ$	21112	E5187	37654	$\circ$	$\circ$	37654	100739344	$\circ$	100739344	$\circ$	$\begin{array}{c} \mathbf{1} \end{array}$	No. of Votes In favour Ŧ
$\Xi$	against $Votes -$ No. of					385	385	$\circ$	$\circ$	385	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\overline{G}$	against Votes- No. of
$(6)=$ $(4)/$ $(2)$ ] $*$	votes polled % of Votes in no unova					9666'66	955556	$\circ$	001	621129	100.0000	$\circ$	$\circ$	100.0000	100.0000	$\circ$	100.0000	$\circ$	$[6] = [(4)(2)]$ * 1000	$\%$ of Votes in votes polled no unova
$(7)=$ $(55)/(2)$ *	votes polled % of Votes against on					0.0004	0.4444	$\circ$	$\circ$	12850	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$(7) = [(5) / (2)]$ 001*	votes polled against on % of Votes

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Institutions	Public-Non			Institutions	Public-		dno.ry	Promoter	Promoter pue		Category		Resolution required:	SPECIAL BUSINESS	Total			Institutions	Public-Non			Institutions	Public-		dnoup	Promoter	Promoter
Poll	E-Voting	Total	applicable) Postal Ballot (not	10d	E-Voting	Total	applicable) Postal Ballot (not	Poll	E-Voting		Mode of Voting	the agenda/resolution? Whether promoter/ promoter group are interested in		Appointment of Shri PradipMadhavji (Din No.: 00272161) as an Independent Director of the Company. Resolution No. 3		Total	applicable Postal Ballot (not	Poll	E-Voting	Total	applicable] Postal Ballot (not	100	E-Voting	Total	applicable) Postal Ballot (not	Poll	and E-Voting
	169575691	22467793			22467793	101743923			101743923	Ξ	No. of shares held				220987407	16952596			169575691	22467793			22467793	101743923			101743923
21112	65572	37654	$\circ$	$\circ$	37654	100739344	$\circ$	100739344	$\circ$	$\overline{c}$	No. of votes pelled	SO	ORDINARY RESOLUTION		100863682	86684	$\circ$	21112	65572	37654	$\circ$	$\circ$	37654	100739344	$\circ$	100739344	$\circ$
0.0218	0.0678	0.1676	$\circ$	$\circ$	0.1676	99.0126	$\circ$	9210'66	$\circ$	ng shares $(3) = [(2)]$ $11*100$	% of Votes outstand Polled on				45.6423	9680'0	$\circ$	81200	8860'0	0.1676	$\circ$	$\circ$	0.1676	9210'66	$\circ$	9210'66	$\circ$
21112	64987	37654	$\circ$	$\circ$	37654	100739344	$\circ$	100739344	$\circ$	$\begin{array}{c} \text{ } \ \text{ } \ \text{ } \end{array}$	No. of Votes In favour				100857097	66008	$\circ$	21112	78997	37654	$\circ$	$\circ$	37654	100739344	$\circ$	100739344	Ó
$\circ$	585	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	ම	against Votes- No. of				6585	5859	$\circ$	$\circ$	5859	$\circ$	$\circ$	$\circ$	$\circ$ $\circ$		0	$\circ$
100.0000	6201'66	100.0000	$\circ$	0	100.0000	100.0000	$\circ$	100.0000	$\circ$	$*[(2)/(t)] = (9)$ 100	% of Votes in votes polled no un on				99.935	92.4034	$\circ$	100.0000	89.9576	0000001	$\circ$	$\circ$	1000000	100.0000	$\circ$	000000	$\circ$
0	17680	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$(7) = [(5) / (2)]$ * 100	votes polled against on % of Votes				0.0065	7.5966	$\circ$	$\circ$	10.0424	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$

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Total												Category
	applicable			Total					applicable)									applicable) Postal Ballot (not
220987407			169512691	22467793								No. of shares held $\Xi$
		21112	ES572		$\circ$	$\circ$	37654	100739344			$\circ$	No. of votes polled $\overline{c}$	ON			100863682		$\circ$
		81200			$\circ$	$\circ$	0.1676	9210126	$\circ$	9210'66	$\circ$	% of Votes $(3) = [(2)]$ ng shares outstandi Polled on $111*100$				45.6423		$\circ$
	$\circ$	21112			$\circ$	$\circ$		100739344	$\circ$	100739344	$\circ$	No. of Votes-in Tavour Ξ				100863097		$\circ$
	$\circ$	$\circ$			$\circ$				$\circ$			against Votes- No.of $\mathbb{G}$						$\circ$
99.3251	$\circ$				$\circ$				0			votes polled in favour on % of Votes						$\circ$
Reappointment of Shri Saatvik Jain as President of the Company Resolution No. 5	100863682 45.6423 100863097 585 +666'66	Total 16951296 86684 9680'0 66098	Postal Ballot (not $\circ$ $\circ$ 0000001	Institutions Poll 0.0678 64987 585 6201.69	Public-Non E-Voting 37654 0.1676 37654 $\circ$ 100.0000	applicable)	Postal Ballot (not $\circ$ $\circ$	Institutions Poll 37654 0000'001	Public- E-Voting 101743923 22467793 $\circ$ $\circ$ 0000001	Total	Group Postal Ballot (not $\circ$ 100,0000	Promoter Poll 100739344 $\circ$ $\circ$ 0	DCW LIMITED Promoter pue E-Voting 101743923 $2/(t+1)(5)$	the agenda/resolution? Mode of Voting	Whether promoter/ promoter group are interested in ORDINARY RESOLUTION	Resolution required: Appointment of Shri Krishnamoorthy Krishnan (DIN No.: 08129657) as an Independent Director of the Resolution No. 4 Company.	PAGE +666'66	Total Total 220987407 169212691 86684 9680'0 66098 585 99,3251

$100(2)$
$(7) = (15)(2)$

$\mathbf{1}$

$\begin{array}{|c|c|c|}\n\hline 0.6749 \
\hline \end{array}$

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$\begin{array}{r|l}\n 0.8921 \
0\n \end{array}$

$\circ$ $\circ$ $\circ$ $\circ$ $\circ$ $\circ$ Ò $\Rightarrow$

$\overline{9}$

$\%$ of Votes against on $$\rm{againt}~\rm{on}$$

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$\circ$

$\frac{0.6749}{0.0006}$

Category		Promoter and	Promoter	dnoun		Public-	Institutions			Public-Non	Institutions			Total
Mode of Voting		E-Voting	Poll	Postal Ballot (not	applicable) Total	E-Voting	Poll	Postal Ballot (not	applicable)	E-Voting Total	Poll	Postal Ballot (not	applicable) Total
No. of shares held	$\Xi$	101743923			101743923	22467793			22467793	169212691			96775691	220987407
No. of votes polled	$\overline{c}$	$\circ$	38832969	$\circ$	38832969	37654	$\circ$	$\circ$	37654	65562	21112	$\circ$	86674	38957297
outstanding % of Votes Polled on	$[3] = [2]/(1)$ spares	$\circ$	38.1674	$\circ$	38.1674	0.1676	$\circ$	$\circ$	0.1676	0.0677	8120'0	$\circ$	9680'0	17.6287
No. of Votes -in favour	$\begin{array}{c} \pm \end{array}$	$\circ$	38832969	$\circ$	38832969	37654	$\circ$	$\circ$	37654	LL685	21112	$\circ$	68008	38950712
No. of Votes - against	$\overline{G}$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	5585	$\circ$	$\circ$	5856	6585
% of Votes in votes polled uo movel	$\begin{array}{c} (6) = [(4)/(2)]^* \ (6) = (10)(2) \end{array}$	$\circ$	100.0000	$\circ$	100.0000	100	$\circ$	$\circ$	100	1956'68	100,0000	$\circ$	92'1026	1886'66
votes polled against on % of Votes	$(T) = [(5)/(2)]$ * 100	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	10.0439	$\circ$	$\circ$	7.5974	0.0169

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37654	101743923 22467793 22467793			applicable) Postal Ballot (not Total E-Voting Total applicable) Poll Postal Ballot (not Poll E-Voting 101743923 Ξ $\overline{c}$	No. of shares held	Institutions Promoter Promoter the agenda/resolution? Whether promoter/ promoter group are interested in Category and Mode of Voting SHA
$\circ$	40024161 37654 $\circ$	$\circ$	40024161 $\circ$		No. of votes polled
$\circ$	39.3381 0.1676 $\circ$	$\circ$	39.3381 $\circ$	$(3) = [(2) / (1)]$ spares $1*100$	outstanding % of Votes Polled on	ORDINARY RESOLUTION
	40024161 37654		40024161	Ð	No. of Votes -полед ш-
$\circ$ $\circ$	$\circ$	0	$\circ$ $\circ \circ \circ$	$\mathbf{G}$	No. of Votes $=$ against
$\circ$ 100.0000 $\circ$	100.0000	100.0000 $\circ$	$\circ$	$(6)=[(4)(2)]$ * votes polled 100	% of Votes in no ur on
$\circ$ $\circ$ $\circ$		$\circ$		$(7)=[(5)/(2)]$ * votes polled 100 $\circ$ $\circ$		against on % of Votes

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the agenda/resolution?	Resolution required:	Resolution No. 9	Total			Institutions	Public-Non			Institutions	Public-		dno.rg	Promoter	Promoter pue			the agenda/resolution? Category		Resolution required:	Resolution No. 8	Total			Institutions
Whether promoter/ promoter group are interested in		Payment of Commission to Non-Executive Directors.		Total	applicable) Postal Ballot (not	Poll	E-Voting	Total	applicable) Postal Ballot (not	Poll	E-Voting	Total	applicable] Postal Ballot (not	Poll	E-Voting			Mode of Voting	Whether promoter/ promoter group are interested in		Reappointment of Smt. MaltiBhindi as President of the Company.		Total	applicable) Postal Ballot (not	Poll
			220987407	16957756			169212691	22467793		22467793		101743923		101743923			held $\Xi$	No. of shares				220987407	169212691
SO	ORDINARY RESOLUTION		37584818	86384	$\circ$	21112	65272	37654	$\circ$	$\circ$	37654	37460780	$\circ$	37460780	$\circ$		polled $\binom{2}{3}$	No. of votes	YES	ORDINARY RESOLUTION		40147799	\$5984	$\circ$	21112
			17.0077	0.0893	$\circ$	81200	4750.0	0.1676	$\circ$	$\circ$	0.1676	36.8187	$\circ$	36.8187	$\circ$	$[3)=(2)(1)$	outstanding Polled on spares	% of Votes				18.1674	0.0888	$\circ$	0.0218
			37578233	66161	$\circ$	21112	58687	37654	$\ddot{\phantom{1}}$	$\circ$	37654	37460780	$\circ$	37460780	$\circ$		-in favour $\left( \begin{matrix} 4 \ 1 \end{matrix} \right)$	No. of Votes				40141214	79399	$\circ$	21112
			5859	6585	$\circ$	$\circ$	S859	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$		$-$ against $\mathbb{G}$	No. of Votes				5859	6585	$\circ$	$\circ$
			5286'66	92.3771	$\circ$	100.0000	89.9114	100	$\circ$	$\circ$	0000001	100.0000	$\circ$	100.0000	$\circ$	$\frac{10}{100}$ = [(4)/(4)]	votes polled no unova	$\%$ of Votes in				89.9983	92.3416	$\circ$	100.0000
			0.0175	7.6229	$\circ$	$\circ$	10.0886	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$(7) = [(5)/(2)]^*$ 100	votes polled against on	% of Votes				0.017	7.6584	$\circ$	$\circ$

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