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DCW Ltd. AGM Information 2023

Sep 29, 2023

63614_rns_2023-09-29_38abc3c5-ea2d-4a0d-af41-21be32f1c8d8.pdf

AGM Information

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September 29, 2023

To,
National Stock Exchange of India Ltd. BSE Limited
Exchange Plaza Bldg. Department of Corporate Services,
5th Floor, Plot No.C-1 1st floor, New Trading Ring
'G' Block, Near Wockhardt, Rotunda Building,
Bandra Kurla Complex Phiroze Jeejeebhoy Towers,
Mumbai 400 051. Dalal Street, Mumbai -
400 001.
Fax:22723121/3719/2037/2039
Symbol: DCW Scrip Code: 500117
Fax:26598237 /38

Sub: Summary of Proceedings of the 84th Annual General Meeting (" AGM") of the Company held on September 29, 2023 - Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir/Madam,

With reference to our disclosure dated September 6, 2023, informing about the 84th Annual General Meeting (" AGM") of the Members of the Company to be held through Video Conference (VC) / Other Audio-Visual Means (OAVM), it is informed U1at the AGM of DCW Limited was held on Friday, September 29, 2023, at 12:00 Noon (1ST) through Video Conference (VC) / Other Audio-Visual Means (OAVM) without the physical presence of the Members at a con1mon venue.

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), please find enclosed herewith the summary of the proceedings of the 84th Annual General Meeting of the Company held on Friday, September 29, 2023 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.

Thanking y OU,

Yours faithfully,

For DCW Limited DILIP VISHNUBHAI DARJI Digitally signed by DILIP VISHNUBHAI DARJI Date: 2023.09.29 18:43:58 +05'30'

Dilip Darji Sr. General Manager (Legal) & Company Secretary Membership No. ACS-22527

Encl:A/a

DCW LIMITED

HEAD OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021. 1EL.: 2287 1914, 2287 1916, 2202 0743 1ELEFAX: 22 2202 8838 REGISTERED OFFICE: DHRANGADHRA • 363 315 (GUJRAT STATE) Email: [email protected], Website: www.dcwitd.com, CIN-L24110GJ1939PLC000748

Annexure-A

Summary of the proceedings of the 84th Annual General Meeting of DCW Limited conducted through Video Conferencing / Other Audio Visual Means

The 84th Annual General Meeting(" AGM/Meeting") of the Members of DCW Limited ("the Company") was held on Friday, September 29, 2023, through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") facility. The Meeting commenced at 12:00 noon (IST).

In compliance with the provisions of the Companies Act, 2013 read with rules framed thereunder, the circulars issued by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board of India ("SEBI") and the Secretarial Standards issued by the Institute of Companies Secretaries of India, the 84th AGM was held through video conferencing. The Company had provided all Members the facility to attend the AGM through Video Conferencing.

Mr. Pramod Kumar Jain, Chairman of the Board, chaired the meeting and welcomed the Members present at the 84th 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 and members of the senior management team and Company Secretary were present at the Meeting. The representatives of the Statutory Auditors and Secretarial Auditors were also present at the Meeting.

The Chairman then informed the Members that the Statutory Registers and documents as required to be kept at the AGM and as mentioned in the Notice of the AGM were kept available for inspection.

The Notice of the 84th AGM along with the copies of the Audited Financial Statements for the Financial Year ended March 31, 2023 together with the Boards' and Auditors' Reports were dispatched electronically to all the Members within the statutory period in accordance with Section 101 read with Section 136 of the Companies Act, 2013, the MCA and SEBI Circulars. • ~]

DCW LIMITED

HEAD OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021 . TEL.: 2287 1914, 2287 1916, 2202 0743 1ELEFAX: 22 2202 8838 REGISTERED OFFICE: DHRANGADHRA- 363 315 (GUJRAT STATE) Email: [email protected], Website: www.dcwltd.com, CIN-L24110GJ1939PLC000748

The Chairman, with permission of the Members present at the AGM, took the Notice of the 84th AGM and Boards' Report as circulated to all the Members, as read. The Chairman also 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, 2023 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 Tuesday, September 26, 2023 at 9:00 a.m. (1ST) and concluded on Thursday, September 28, 2023 at 5:00 p.m. (1ST). The Chairman further informed that the Company had also provided facility of e-voting during the AGM through electronic means. He further informed the Members that voting at the Meeting shall be available for 15 minutes post closure of the Meeting for those shareholders who have not cast their votes during the remote e-voting.

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 evoting 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. He also briefed the Members on the various strategic aspects of the business.

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/Management addressed and responded to the questions and clarifications sought by the Members.

The following items of business as set out in the Notice convening the 84th Annual General Meeting were put to vote:

DCW LIMITED HEAD OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021. TEL.: 2287 1914, 2287 1916, 2202 0743 TELEFAX 22 2202 8838 REGISTERED OFFICE: DHRANGADHRA- 363 315 (GUJRAT STATEJ Email: [email protected], Website: www.dcwltd.com, CIN-L24110G.J1939PL C0007 4a

Item No. Agenda Resolution
(Ordinary/
Special)
Ordinary Business :
1. To receive,
consider
and adopt the
Audited Financial
Ordinary
Statements of the Company for the Financial Year ended Resolution
March 31, 2023 together with the Reports of the Board of
Directors and the Auditor's thereon.
2. To confirm Interim dividend at the rate of Rs. 0.20/-
(Twenty
Ordinary
Paise only) per Equity Share (i.e 10%) on face value of Rs. 2/ - Resolution
(Two Rupees) each fully paid-up of the Company for the
Financial Year ended March 31, 2023 and to declare a Final
Dividend at the rate of Rs. 0.30 (Thirty Paise) per Equity
Share (i.e. 15 % ) on face value of Rs. 2/ -
(Two Rupees) each
fully paid-up of the Company for the Financial Year ended
March 31, 2023.
3. Mr.
Pramodkumar
Shriyansprasad
To
appoint
Jain
Ordinary
(DIN:00380458), who retires by rotation in terms of Section Resolution
152(6) of the Companies Act, 2013 and being eligible, offers
himself for re-appointment.
Special Business :
4. Ratification of Remuneration of the Cost Auditors for the Ordinary
Financial Year ending March 31, 2024 Resolution

All items as set out above were transacted through remote e-voting and e-voting during the AGM through electronic means

The Chairman informed the Members that the combined results of voting (remote e-voting and e-voting during the AGM) along with the Scrutinizers' Combined Report shall be declared within 2 working days 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 at www.dcwltd.com and NSDL simultaneously.

The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the AGM.

The Chairman thereafter thanked the Members for their continued support, co-operation and for taking out time for attending and participating in the 841h AGM of the Company.

The Meeting concluded at 12:43 p.m. with a vote of thanks to the Chair. The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their vote.

Kindly take the above information on your records.

Thanking You,

Yours faithfully, For DCW Limited DILIP VISHNUB HAI DARJI Digitally signed by DILIP VISHNUBHAI DARJI Date: 2023.09.29 18:43:21 +05'30'

Dilip Darji Sr. General Manager (Legal) & Company Secretary Membership No. ACS-22527

DCW LIMITED

HEAD OFFICE : "NIRMAL" 3RD FLOOR, NARIMAN POINT, MUMBAl-400 021. TEL.: 2287 1914, 2287 1916, 2202 0743 TELEFAX: 22 2202 8838 REGISTERED OFFICE: DHRANGADHRA- 363 315 (GUJRAT STATE) Email: [email protected], Website: www.dcwltd.com, CIN-L2411 OGJ 1939PLC0007 48