DCW Ltd. — AGM Information 2020

Dec 30, 2020

December 30, 2020

DCW
LIMITED
To,National Stock Exchange of IndiaLtd.Exchange Plaza Bldg.5th Floor, Plot No.C-1'G' Block, Near Wockhardt,Bandra Kurla ComplexMumbai 400 051.Fax:26598237/38DCWScrip Code:	BSE Limited,1st floor, New Trading RingRotunda Building,_Phiroze Jeejeebhoy Towers,Dalal Street,Mumbai- 400 001.Fax : 22723121/3719/ 2037/2039Scrip Code :500117
Sub: Proceedings of 81stAnnual General Meeting ("AGM") of the Company heldon December 29, 2020 - Regulation 30 of SEBI Listing Obligations and DisclosureRequirements) Regulations, 2015 ("Listing Regulations")Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), pleasefind enclosed herewith the summary of the proceedingsof the81st Annual GeneralMeeting of the Company held on December 29, 2020 and marked as Annexure - ATheaboveisforyourinformation,recordsandreference.Pleasenotethatdocument does not constitute minutes of the proceedings of the Annual GeneralMeeting of the Company.Thanking You,Yours faithfully,For DCW LimesAZeeeGisFOYe: Dilip DarjiGeneral Manager (Legal) & Company SecretaryMembership No. ACS-22527

Sub: Proceedings of 81stAnnual General Meeting ("AGM") of the Company held on December 29, 2020 - Regulation 30 of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), please find enclosed herewith the summary of the proceedings of the 81st Annual General Meeting of the Company held on December 29, 2020 and marked as Annexure - A

The above is for your information, records and reference. Please note that this document does not constitute minutes of the proceedings of the Annual General Meeting of the Company.

For DCW Limes A

DCW LIMITED

HEAD OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAI-400 021. TEL.: 2287 1914, 2287 1916, 2202 0743 TELEFAX: 22 2202 8838 REGISTERED OFFICE : DHRANGADHRA - 363 315 (GUJRAT STATE) Email: ho@dewltd.com, Website: www.dewlid.com, CIN-L24110GJ1939PLC000748

DCW LIMITED CONTINUATION SHEET NO. MUMBAI

Annexure - A

Summary of the proceedings of the 81st Annual General Meeting conducted through Video Conferring (VC)

The 81st Annual General Meeting ("AGM") of DCW Limited ("the Company") was held on Tuesday, December 29, 2020 through Video Conference (VC). The Meeting commenced at 12:00 noon (IST).

In view of the Covid-19 pandemic and social distancing norms, the AGM was held through VC in compliance with the circulars issued by the Ministry of Corporate Affairs ("MCA"), and the Securities and Exchange Board of India ("SEBI'").

Mr. Pramod Kumar Jain, Chairman of the Board, chaired the meeting and welcomed the Members present at the 81st AGM of the Company. The Chairman after ascertaining that the requisite quorum was present, called the Meeting to order.

He then informed that all the members of the Board including Mrs. Sujata Rangnekar, the Chairperson of the Audit Committee and Nomination and Remuneration Committee and Mr. Krishnamoorthy Krishnan, the Chairman of Stakeholders' Relationship Committee were present at the Meeting. The representatives of the Statutory Auditors and Secretarial Auditors were also present at the Meeting.

The Chairman informed the Members that the Register of Directors and Key Managerial Personnel and their shareholdings, the Memorandum and Articles of Association of the Company, the Certificate from the Statutory Auditors of the Company as required under Regulation 163(2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other statutory registers and documents required to be kept at the AGM and as mentioned in the Notice of the AGM were kept available for inspection in electronic mode upon NSDL's e-voting system and also on the Company's website.

The Notice of the 81 AGM along with the copies of the Audited Financial Statements i for the financial year ended March 31, 2020 together with the Directors'

and Auditors! Reports were dispatched electronically to all the Members within the statutory period in accordance section 101 of Companies Act, 2013, the MCA and SEBI circulars. With the consent of the Members present at the Meeting, the Notice of the 81st AGM was taken as read.

The Chairman further informed the Members present that there were no qualifications or observations or adverse remarks in the Report of the Statutory Auditor on the Audited Financial Statements of the Company for the financial year ended March 31, 2020 and in the Report of the Secretarial Auditors, which have . adverse effects on the functioning of the Company and hence the said Reports were taken as read, with the consent of the Members present.

The Chairman then informed the Members that in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company had provided remote e-voting facility to its Members. The remote e-voting period commenced on Saturday, 26 December, 2020 from 9:00 a.m. and concluded on Monday, 28! December, 2020 at 5.00 p.m. The Chairman further informed that the Company had also provided facility of e-voting during the AGM through electronic means.

The Chairman informed the Members that the Board of Directors of the Company had appointed CS. Dr. S. K. Jain (Membership No. FCS 1473), of M/s. S. K. Jain & Co, Practising Company Secretaries as the Scrutinizer to scrutinize the voting process through remote e-voting and e-voting during the AGM in a fair and transparent manner.

The Chairman then delivered his speech briefing the Members present on: the performance and business overview of the Company.

Thereafter, the Chairman offered an opportunity to the Members who had registered themselves as speakers to express their views or ask questions / queries on resolutions proposed as set out in the Notice of the AGM. The Chairman addressed and responded to the questions and clarifications sought by the speakers.

Thereafter, the following items of business as set out in the Notice convening the 81st Annual General Meeting dated November 27, 2020 were transacted and commended to the Members for their approval:

DCW	LIMITEDMUMBAI		CONTINUATION SHEET NO.
		Thereafter, the following items of business as set out in the Notice convening the 81stAnnual General Meeting dated November 27, 2020 were transacted and commendedto the Members for their approval:
	No.	Item Item Description	BusinessType
	1.	Toreceive,considerandadopttheAuditedStatementsoftheCompanyfortheFinancialYearendedMarch, 31,2020 together with the Reports of the Board ofDirectors and the Auditors thereon	Financial Ordinary
	2.	ToappointMr.PramodkumarShriyansprasadJain00380458), who retires by rotation in terms of Section 152(6)of the Companies Act, 2013 and being eligible, offers himselffor re-appointment	(DIN: Ordinary
	3.	Consideration and approval for offer and issuance of up to Special10,000(TenThousand)rated/unrated,listed/unlisted,secured optionally convertible debentures of a face value of &1,00,000/-(RupeesOneLakhonly)each,of anaggregatenominal value of up to % 100,00,00,000 (Rupees One HundredCrore)
	4.	Consideration and approval for offer and issuance of up to50,000(FiftyThousand)rated/unrated,listed/unlisted,secured/unsecuredredeemable non-convertible debenturesof a face value of = 1,00,000/- (Rupees One Lakh only) each,ofanaggregatenominalvalueofupto=500,00,00,000(Rupees Five Hundred Crore)	Special
	3.	Ratification of Remunerationof theCost AuditorsforFinancialYearendingMarch31, 2021	the Special
	All items	as set outaboveweretransactedthrough remote	e-voting and e-voting

DCW LIMITED CONTINUATION SHEET NO. MUMBAI

The Chairman informed the members that the combined results of voting (remote evoting and e-voting during the AGM) along with the Scrutinizers' Combined Report shall be declared within 48 hours of the Meeting and would be communicated to the Stock Exchanges where equity shares of the Company are listed. He further informed that the combined results shall also be uploaded on the website of the Company and NSDL simultaneously.

The Meeting concluded at 12.33 p.m. with a vote of thanks to the Chair.

Thanking You,

Naate: General Manager (Legal) & Company Secretary Membership No. ACS-22527