DCW Ltd. - AGM Information 2019 | FinancialReports.eu

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DCW LIMITED

�� Dhrangadhra - 363 315, Gujarat �� Nirmal, 3rd Floor, Nariman Point, Mumbai - 400 021 Tel. No. : 22871914, 22871916, 22020743, Fax : 22 2202 8838 Website : www.dcwltd.com CIN No. : L24110GJ1939PLC000748 Email : [email protected]

NOTICE

NOTICE is hereby given that the 80th Annual General Meeting of the Members of DCW LIMITED will be held at �� Dhrangadhra - 363315, Gujarat State, to transact the following business:

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To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2019 together with the Reports of the Board of Directors and the Auditors thereon.

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�� Companies Act, 2013 and being eligible, offers himself for re-appointment.

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“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable �� who was appointed as an Additional Director and designated as an Independent Director of the Company by the Board of �� respect of whom the Company has received a Notice in writing under Section 160 of the Act from a Member proposing ��

RESOLVED FURTHER THAT anyone of the Directors or the Company Secretary of the Company be and is hereby ��

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“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable �� was appointed as an Independent Director of the Company at the Annual General Meeting of the Company held on 13th �� and is eligible for re-appointment as an Independent Director of the Company, and has submitted a Declaration that she �� and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from a Member ��

RESOLVED FURTHER THAT anyone of the Directors or the Company Secretary of the Company be and is hereby ��

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“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and any other applicable �� was appointed as an Independent Director of the Company at the Annual General Meeting of the Company held on 13th �� and is eligible for re-appointment as an Independent Director of the Company, and has submitted a Declaration that he �� and in respect of whom the Company has received a Notice in writing under Section 160 of the Act from a Member ��

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“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, �� Cost Auditors of the Company appointed by the Board of Directors at their meeting held on May 28, 2019, to conduct the ��

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RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take ��

By Order of the Board of Directors

�� Dilip Darji �� Membership No. ACS-22527

��

Dhrangadhra - 363 315, Gujarat Email: [email protected] CIN: L24110GJ1939PLC000748 Website: www.dcwltd.com

Date 13th August, 2019 Place: Mumbai

NOTES:-

�� to Item No. 6 forms part of this Notice. Additional information, pursuant to the applicable provisions of the SEBI �� on General Meetings issued by The Institute of Company Secretaries of India in respect of the Director seeking ��
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND �� COMPANY.
a. Pursuant to the provisions of Section 105 of the Act, read with applicable rules thereon, a person can act as �� the total Share Capital of the Company carrying voting rights. A Member holding more than ten percent of �� at the time of attending the Meeting.
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�� authorised under the said Board Resolution to attend and vote on their behalf at the Meeting.
In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
�� to attend the Meeting.
�� Company during business hours on all working days, up to the date of the Meeting and will also be kept open at the venue of the Meeting till the conclusion of the Meeting.

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Section 20 of the Act, as amended from time to time, permits service of documents on Members by a Company �� Notice of the Meeting and Annual Report for the F.Y. 2018-19 is being sent through electronic mode to those �� Report for the F.Y. 2018-19 are being sent through permitted modes. Notice of the Meeting and Annual Report for ��
The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September ��
�� com.
Members who have not registered their e-mail addresses so far are requested to register the same for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically
�� from the Company in the future.
�� Notice.
��

�� in electronic form are, therefore, requested to submit their details to their DPs with whom they are maintaining their ��

�� securities in physical form and intend to transfer their securities after April 1, 2019, can do so only in dematerialized form. Therefore, Members holding shares in physical form are requested to consider converting their shareholding to dematerialised form to eliminate all risks associated with physical shares for ease of portfolio management as well as for ease of transfer, if required. Shareholders can write to the Company at [email protected] or contact ��
As per the provisions of the Act, the facility for making nomination is available to the Members in respect of the �� physical form. Members holding shares in electronic form may obtain Nomination forms from their respective DPs.
Members holding shares in single name are especially advised to make nomination in respect of their shareholding in the Company and for cancellation and variation of nomination, if they are desirous of doing so.
Members desiring any information as regards the Accounts are requested to write to the Company at an earlier date so as to enable the management to keep the information ready at the AGM.
Members who are holding physical shares in identical order of names in more than one folio are requested to send �� one folio.

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a. Change in their residential status on return to India for permanent settlement.
b. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
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�� Act 2013, all shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund Members who have not yet encashed their dividend warrants for the Financial Year ended on 31st March, 2012 and onwards are advised to make their claims without any further delay and the Company has uploaded the details of unpaid and unclaimed �� Ministry of Corporate Affairs.

Accordingly, the Company has transferred all the unclaimed dividends declared till the year 2010-11 to the said ��

Members are requested to bring their copy of Annual Report to the Meeting.
Process and manner of Voting through Electronic Means.
a. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies �� Company Secretaries of India, the Company is pleased to provide the facility to its Members to cast their votes electronically on resolutions set forth in this Notice. The Company has engaged the services of National �� and the services will be provided by NSDL.
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c. The Resolutions passed by remote e-voting shall be deemed to have been passed as if they have been passed at the AGM. The Notice of the AGM indicating the instructions of remote e-voting process along with printed ��
�� right to vote at the Meeting.
e. The Members who have cast their vote by remote e-voting prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again. Members can opt for only one mode of voting i.e. remote e-voting or voting at the meeting. In case of voting by both the modes, vote cast through remote e-voting will ��
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�� in physical form or in dematerialized form as on the Cut-Off Date, may cast their vote by remote e-voting. The �� 2019.
�� the Notice of AGM and holding shares as on the Cut-Off date i.e., September 23, 2019 may obtain the login ID ��
�� Owners maintained by the Depositories as on the Cut-off Date shall be entitled to avail the facility of voting, either through remote e-voting or voting at the AGM through ballot paper.
�� the remote e-voting process as well as voting at the Meeting in a fair and transparent manner.
The Scrutinizer shall, immediately after the conclusion of voting at the Meeting, count the votes cast at the Meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least 2 witnesses not in the employment of the Company and shall within 48 hours of conclusion of the Meeting submit a consolidated �� by the Chairman in writing, who shall countersign the same.
The Chairman or any other person authorised by him in writing shall declare the result of voting forthwith.
�� other person authorized by the Chairman and the same shall simultaneously be communicated to BSE Limited and ��
In case of any grievances with respect to the facility for voting by electronic means, Members are requested to �� Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013.
E-Voting Instructions

The way to vote electronically on NSDL e-Voting system consists of Two Steps which are mentioned below:

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��
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�� on the screen.

�� on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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iv. Your User ID details are given below :

Your User ID details are given below :
�� ��	Your User ID is:
�� �� account with NSDL.	8 Character DP ID followed by 8 Digit Client ID �� ��
�� �� account with CDSL.	�� �� ��
�� �� Form.	EVEN Number followed by Folio Number registered with the company �� ��

v. Your password details are given below:
�� your vote.
��
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- �� is communicated to you on your email ID. Trace the email sent to you from NSDL from your ��
- �� address.
��
��
�� evoting.nsdl.com.
�� registered address.
�� system of NSDL.
��
��

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STEP 2: Cast your vote electronically on NSDL e-Voting system

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�� click on Active Voting Cycles.
�� holding shares and whose voting cycle is in active status.
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iv. Now you are ready for e-Voting as the Voting page opens.
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�� page.
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General Guidelines for shareholders

�� with a copy marked to [email protected] on or before the closing of e-voting.
ii. It is strongly recommended not to share your password with any other person and take utmost care to keep ��
�� free no.:1800-222-990 or send a request at [email protected]

By Order of the Board of Directors

�� Dilip Darji �� Membership No. ACS-22527

��

Dhrangadhra - 363 315, Gujarat Email: [email protected] CIN: L24110GJ1939PLC000748 Website: www.dcwltd.com Date 13th August, 2019 Place: Mumbai

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��

ITEM NO. 3

�� June 27, 2021.

In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of Independent Directors requires approval of the members.

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The Company has also received declaration from Shri Mahesh Vennelkant that he meets the criteria of independence as ��

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�� and other meetings.

Shri Mahesh Vennelkant is interested in the Resolution set out at Item No. 3 of the Notice with regard to his re-appointment. �� interest, if any, in the Company.

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This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations. The Board commends the Ordinary Resolution as set out at Item No. 3 of the Notice for approval by the members.

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At the 75th Annual General Meeting held on 13th August, 2014, the Members of the Company had appointed Smt. Sujata ��

�� performance evaluation, has recommended the re-appointment of Smt. Sujata Rangnekar as an Independent Director, for ��

The Board, based on the performance evaluation and as per the recommendation of the NRC, considers that, given her �� Director. Accordingly, it is proposed to re-appoint Smt. Sujata Rangnekar as an Independent Director of the Company, not �� of 85th Annual General Meeting to be held in the Calendar year 2024.

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The Company has also received declaration from Smt. Sujata Rangnekar that she meets the criteria of independence as ��

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�� India. She shall be paid remuneration by way of sitting fees for attending meetings of the Board or Committees thereof �� other meetings.

Smt. Sujata Rangnekar is interested in the Resolution as set out at Item No. 4 of the Notice with regard to her re-appointment. �� interest, if any, in the Company.

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This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations. The Board commends the Special Resolution as set out at Item No. 4 of the Notice for approval by the members.

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At the 75th Annual General Meeting held on 13th August, 2014, the members of the Company had appointed Shri Salil ��

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The Board, based on the performance evaluation and as per the recommendation of the, NRC, considers that, given his �� General Meeting to be held in the Calendar year 2024.

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�� meetings.

�� if any, in the Company.

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This statement may also be regarded as an appropriate disclosure under the Act and the Listing Regulations. The Board commends the Special Resolution as set out at Item No. 5 of the Notice for approval by the members.

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The Board, on the recommendations of the Audit Committee, has approved the re-appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2020, as per following details:

Sr. No	Name of the Cost Auditor	��	��
1	��	��	��
2	��	��	��

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�� ending March 31, 2020 by passing an Ordinary Resolution as set out at Item No. 6 of the Notice.

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By Order of the Board of Directors

�� Dilip Darji �� Membership No. ACS-22527

��

Dhrangadhra - 363 315, Gujarat Email: [email protected] CIN: L24110GJ1939PLC000748 Website: www.dcwltd.com Date 13th August, 2019 Place: Mumbai

Annexure – I

��

��	Shri Mudit Sharadkumar Jain	Shri Mahesh Vennelkanti	Smt. Sujata Rangnekar	��
Date of Birth	03.09.1962	26.04.1947	11.10.1962	16.11.1958
Age	56 Years	72 Years	56 Years	60 Years
DIN	00647298	03633359	06425371	02256540

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��	Shri Mudit Sharadkumar Jain	Shri Mahesh Vennelkanti	Smt. Sujata Rangnekar	��
�� appointment on the Board of the Company	06.08.2012	28.06.2019	31.10.2012	23.10.2013
��	Post Graduate Degree in Management Studies from Jamnalal Bajaj Institute of Management Studies, Mumbai and M.B.A. �� �� ��	�� Technology	B.Com, F.C.A., L.L.B.	B.A LL.B
�� ��	�� �� �� Director of the Company from Promoter Group and is in charge of the Caustic Soda Division and also oversees the Marketing operations of the �� unit of the Company	�� �� leading and shaping Indian and multi- national organizations across situations as a growth leader, turnaround leader and in entrepreneurial �� �� �� served as a CEO and Managing Directors of various Indian and multi-national organizations.	She is a practising Chartered Accountant. She was the President of the Sales �� �� Association of Maharashtra in the year 1999-2000. She was also the President of �� Bar Association for a term 2002-2004. She is a regular column writer and contributor to leading journals on ��	�� �� practicing in Supreme Court and various �� a member of Income �� from March 2005 to September, 2006 and was also a Director of Bank of Rajasthan from December, 2008 to August, 2010. �� Multinationals and Indian Companies on domestic and �� �� matters.
Terms and Conditions of �� Reappointment	In terms of Section �� �� �� Companies Act, 2013, Shri Mudit Sharadkumar Jain who was re-appointed as a Managing Director at the Annual General Meeting held on September 29, 2016, is liable to retire by rotation	As per the resolution at Item No. 3 of the Notice convening this Meeting �� statement thereto. Shri Mahesh Vennelkanti is proposed to be appointed as an Independent Director	As per the resolution at Item No. 4 of the Notice convening this Meeting read with �� thereto. Smt. Sujata Rangnekar proposed to be re-appointed as an Independent Director	As per the resolution at Item No. 5 of the Notice convening this Meeting read with �� thereto. Shri Salil �� be re-appointed as an Independent Director
Remuneration last Drawn �� ��	For remuneration please refer the Corporate Governance Report	Nil	For remuneration please refer the Corporate Governance Report	For remuneration please refer the Corporate Governance Report

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��	Shri Mudit Sharadkumar Jain	Shri Mahesh Vennelkanti	Smt. Sujata Rangnekar	��
Remuneration Proposed to be paid	As per the resolution at Item No. 2 of the Notice convening this Meeting �� statement thereto and the resolution at Item No. 5 passed by the shareholders at the Annual General Meeting held on September 29, 2016 �� conditions	As per the resolution at Item No. 3 of the Notice convening this Meeting read with �� �� terms and conditions	As per the resolution at Item No. 4 of the Notice convening this Meeting read with �� �� terms and conditions	As per the resolution at Item No. 5 of the Notice convening this Meeting read with �� �� terms and conditions
Number of Board Meeting attended during the year 2018-19	7	Nil	5	1
Directorship held in other Listed �� on March 31, ��	Nil	Nil	Nil	Nil
Directorship in other Companies �� foreign companies and Section 8 �� on March 31, ��	��CW Pigments Limited �� �� And Udyog Private Limited �� �� Private Limited �� Properties Private Limited	Nil	Nil	Nil
�� Membership of Committees of the Board of Directors of other listed companies as on March 31, 2019	Nil	Nil	Nil	Nil

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��	Shri Mudit Sharadkumar Jain	Shri Mahesh Vennelkanti	Smt. Sujata Rangnekar	��
�� Membership of Committees of the Board of Directors of other companies as on March 31, 2019	Nil	Nil	Nil	Nil
Shareholding of Director in the �� ��	13,01,498 Equity Shares	Nil	Nil	Nil
Relationship with �� �� Personnel ��	Related to P r a m o d k u m a r Shriyansprasad Jain, Shri Bakul Premchand Jain and Shri Vivek Shashichand Jain, Managing Directors	Not related to any �� of the Company	Not related to any �� of the Company	Not related to any �� of the Company

�� Report and Resolutions proposed in the Notice.

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DCW LIMITED

�� Dhrangadhra – 363 315, Gujarat

�� 22871914, 22871916, 22020743, �� 22 2202 8838 �� [email protected] | �� www.dcwltd.com

�� L24110GJ1939PLC000748

MGT-11

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Registered address :

E-mail :

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No. of shares :

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Name:

Address :

E-mail: Signature

��

Name:

Address :

E-mail: Signature

��[th] ANNUAL GENERAL MEETING �� situated at Dhrangadhra – 363 315, Gujarat and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.	Resolution	For	Against
��
1.	To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2019 together with the Reports of the Board of Directors and the Auditors thereon
2	�� �� eligible, offers himself for re-appointment
��
3	�� Director
4	�� Director of the Company
5	�� of the Company
6	�� ending March 31, 2020
Signed this day of 2019. �� Revenue Stamp of Re. 1

��

�� Company, not less than 48 hours before the commencement of the Meeting.
��
�� stated.

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DCW LIMITED

�� Dhrangadhra - 363 315, Gujarat

�� Nirmal, 3rd Floor, Nariman Point, Mumbai - 400 021 �� 22871914, 22871916, 22020743, �� 22 2202 8838, �� www.dcwltd.com �� L24110GJ1939PLC000748 �� [email protected]

ATTENDANCE SLIP

To be handed over at the entrance of the Meeting Hall

80[TH] ANNUAL GENERAL MEETING

Name(s) of Shareholder(s) (including joint holders if any) Registered Address of the Sole/ First Named Shareholders Folio No. / Client ID / DP ID No. of Shares Name of the attending member / Proxy (in BLOCK LETTERS)

I hereby record my presence at the 80[TH] ANNUAL GENERAL MEETING of the Company being held at 10.00 a.m. on Monday, September 30, 2019 at Dhrangadhra – 363 315, Gujarat.

Member’s/Proxy’s Signature (To be signed at the time of handing over the Slip)

ELECTRONIC VOTING PARTICULARS

��	User ID	Password / PIN
111826

�� Please read the complete instructions given under the INSTRUCTIONS FOR E-VOTING to the Notice of the 80[th] ��  The voting time commences on Friday, September 27, 2019 at 9 a.m. and ends on Sunday, September 29, 2019 at 5.00 p.m. The voting module shall be disabled by NSDL for voting thereafter.

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ROUTE MAP
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Dhrangadhra Bus Stop to DCW Limited, Dhrangadhra Driving Distance 2.9 km, 10 min

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AI assistant

DCW Ltd. AGM Information 2019

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DCW LIMITED

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General Guidelines for shareholders

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ITEM NO. 3

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Annexure – I

DCW LIMITED

MGT-11

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DCW LIMITED

ATTENDANCE SLIP

80[TH] ANNUAL GENERAL MEETING

ELECTRONIC VOTING PARTICULARS

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DCW Ltd. — AGM Information 2019

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ATTENDANCE SLIP

80[TH] ANNUAL GENERAL MEETING

ELECTRONIC VOTING PARTICULARS

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DCW Ltd. AGM Information 2019

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