DCW Ltd. — AGM Information 2024

Sep 3, 2024

September 3, 2024

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

Dear Sir(s)/Madam,

Sub: Notice of Eighty Fifth (85th) Annual General Meeting - Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

We wish to inform you that, the Eighty Fifth (85th) Annual General Meeting(" AGM") of the Members of the DCW Limited ("the Company") is scheduled to be held on Thursday, September 26, 2024 at 12:00 noon (IST) through Video Conferencing/ Other Audio-Visual Means ("VC/OAVM").

Please find enclosed herewith the Notice of the Eighty Fifth (85th) AGM of the Company.

The Notice of AGM along with Annual Report are being dispatched electronically to those Members whose email addresses are registered with the Company or Bigshare Services Private Limited, Registrar and Transfer Agent of the Company, or the Depositories.

In terms of Regulation 46 of the Listing Regulations, the Annual Report for the Financial Year 2023-24 along with the Notice and other related documents are also available on the website of the Company at www.dcwltd.com

You are requested to take the above on record.

Thanking You,

Yours faithfully,

For DCW Limited

DILIP VISHNUBHAI DARJI Digitally signed by DILIP VISHNUBHAI DARJI Date: 2024.09.03 18:27:18 +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 . TEL.: 4957 3000, 4957 3001 REGISTERED OFFICE : DHRANGADHRA- 363 315 (GUJRAT STATE) Email: ho@dcwltd.com, Website: www.dcwltd.com, CIN-L24110GJ1939PLC0007 48

DCW LIMITED

CIN: L24110GJ1939PLC000748 Registered Office: Dhrangadhra - 363 315, Gujarat Head Office: Nirmal, 3rd Floor, Nariman Point, Mumbai - 400 021 Tel. No.: 022-49573000, 022-49573001 Website: www.dcwltd.com, E-mail : investor.relations@dcwltd.com

NOTICE

NOTICE is hereby given that the Eighty Fifth (85th) Annual General Meeting ("AGM") of the Members of DCW LIMITED ("the Company") will be held on Thursday, September 26, 2024 at 12:00 noon (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses:

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.

Ordinary Business:

Item No. 1 – Adoption of Audited Financial Statements

To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."

Item No. 2 – Re-appointment of a Director

To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, and Rules made thereunder (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), Mr. Vivek Shashichand Jain (DIN: 00502027), who retires by rotation at this meeting and being eligible, has offered himself for re-appointment, be and is hereby appointed as a Director of the Company."

Special Business:

Item No. 3 – Ratification of Remuneration of the Cost Auditors for the Financial Year ending March 31, 2025

To consider and if thought fit, to pass following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and 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(s) 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., Cost Auditors of the Company appointed by the Board of Directors at their meeting held on May 16, 2024, to conduct the audit of the cost records of the Company for the Financial Year ending on March 31, 2025, be and is hereby confirmed, approved and ratified.

RESOLVED FURTHER THAT the Board of Directors of the 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."

By Order of the Board of Directors

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

Registered Office:

Dhrangadhra - 363 315, Gujarat Email: investor.relations@dcwltd.com CIN: L24110GJ1939PLC000748 Website: www.dcwltd.com Date: August 13, 2024 Place: Mumbai

NOTES:-

• 1. Ministry of Corporate Affairs ("MCA") has vide General Circular No. 20/2020 dated May 5, 2020 read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 2/2022 dated May 5, 2022, General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/167 dated October 7, 2023, (hereinafter referred to as "SEBI Circular") and all other relevant circulars issued from time to time permitted the holding of the Annual General Meeting ("Meeting" or "AGM") through video conferencing ("VC") or other audio visual means ("OAVM"), without the physical presence of the Members at a common venue. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.
• 1. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Promoter Group, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 ("Act").
• 1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended) ("Listing Regulations"), and the Circulars issued by the MCA dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business(es) to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited ("NSDL") for facilitating voting through electronic means as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company's website www.dcwltd.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL https://www.evoting.nsdl.com.
• 1. The AGM of the Company is being held through VC/OAVM in compliance with applicable provisions of the Act and Listing Regulations read with MCA Circulars & SEBI Circular. .
• 1. The Explanatory Statement, pursuant to Section 102 of the Act with respect to Item No. 3 forms part of this Notice. Additional information, pursuant to the applicable provisions of the Listing Regulations and Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India in respect of the Director seeking re-appointment at this AGM in terms of Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of Secretarial Standard – 2 is furnished as Annexure(s) to this Notice.
• 1. Member entitled to attend and vote at the AGM is entitled to appoint a Proxy to attend and vote on his/her behalf and the Proxy need not be a Member of the Company. Since this AGM is being held through VC/OAVM, pursuant to the applicable MCA Circulars read with SEBI Circular physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of Proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. Corporate/Institutional Members are entitled to appoint authorised representatives to attend the AGM through VC/ OAVM on their behalf and cast their votes through remote e-voting or at the AGM. Corporate/Institutional Members intending to authorise their representatives to participate and vote at the Meeting are requested to send a certified copy of the Board resolution/authorisation letter to the Scrutiniser at e-mail ID: skjaincs1944@gmail.com with a copy marked to evoting@nsdl.com and to the Company at investor.relations@dcwltd.com, authorising its representative(s) to attend through VC/OAVM and vote on their behalf at the Meeting, pursuant to section 113 of the Act.
• 1. 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.
• 1. Relevant documents, if any, referred to in the accompanying Notice and the Statement pursuant to Section 102 of the Act, shall be available for inspection electronically up to the date of AGM. Members seeking to inspect such documents can send an email to investor.relations@dcwltd.com. The relevant Registers maintained under the Act and required to be placed at AGM will be available electronically for inspection by the members during the AGM.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 20, 2024 to Thursday, September 26, 2024 (both days inclusive) for the purpose of the Meeting.
• 1. To support the "Green Initiative", Members who have not registered their e-mail addresses are requested to register the same with Bigshare Services Pvt. Ltd. Depository Participants("DP") for receiving Annual Reports and other communications electronically from the Company in the future.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

1. Updation of Members' Details

The format of the Register of Members prescribed by the MCA under the Act requires the Company/ RTA to record additional details of members including their Permanent Account Number ('PAN'), e-mail address, bank details for payment of dividend, etc. Further, the SEBI has mandated the submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their details to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their details to the Company's RTA.

• 1. During the Financial Year 2018-19, SEBI and MCA have mandated that existing Members of the Company who hold 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 investor.relations@dcwltd.com or contact the Company's RTA - Bigshare Services Pvt. Ltd. at investor@bigshareonline.com ("RTA Email") and 022-62638200 ("RTA Number") for assistance in this regard.
• 1. SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, as amended from time to time, had made it mandatory for holders of physical securities to furnish PAN, KYC and Nomination/Opt-out of Nomination details to avail any investor service. The timeline provided by SEBI to furnish / update the above details was March 31, 2023, which was extended till September 30, 2023. Folios wherein any one of the above-mentioned details are not registered by October 1, 2023 shall be frozen. Members who are yet to update their KYC details are therefore urged to furnish PAN, KYC and Nomination/Opt-out of Nomination by submitting the prescribed forms duly filled, by email from their registered email id to investor@bigshareonline.com or by sending a physical copy of the prescribed forms duly filled and signed by the registered holders to M/s. Bigshare Services Private Limited at Office No. S6-2, 6th floor Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400 093.

Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/ mobile numbers, PAN, registering of nomination, power of attorney registration, Bank Mandate details, etc., to their DPs in case the shares are held in electronic form and to the RTA in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021. To prevent fraudulent transactions, Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified.

1. As per the provisions of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Nomination forms can be obtained from the Company's RTA by Members holding shares in 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. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the same in Form ISR-3 or Form SH-14, as the case may be.

1. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/37 March 16, 2023 and SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 November 17, 2023) has mandated that with effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature. Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi\_data/faqfiles/jan-2024/1704433843359.pdf

2. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/Exchange of securities certificate; Endorsement; Subdivision/ Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR– 4, the format of which is available on the Company's website at www.dcwltd.com and on the website of the Company's RTA at www.bigshareonline.com. It may be noted that any service request can be processed only after the folio is KYC compliant. SEBI vide its Gazette notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.

Further, in compliance to the SEBI Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, if the service requests are received by RTA (like Issue of duplicate securities certificate, Claim from Unclaimed Suspense Account, Renewal/ Exchange, Endorsement, Sub-division/Splitting, Consolidation of securities certificates/folios, Transmission and Transposition of securities) from those shareholders whose details, as mentioned in SEBI Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, are duly updated in the system, the RTA/Company shall verify and process the service requests and issue a 'Letter of confirmation' in lieu of physical securities certificate(s), to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any, which shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/ claimant shall make a request to the DPs for dematerializing the said securities.

• 1. The said all forms can be downloaded from the Company's website at www.dcwltd.com. Members are requested to submit the said forms to the RTA at investor@bigshareonline.com, in case the shares are held in physical form, quoting their folio no(s), number of securities held, certificate no. and distinctive nos. of the securities held.
• 1. Members desiring any information as regards the Accounts are requested to write to the Company at an earlier date through email on investor.relations@dcwltd.com. The same will be replied by the Company suitably.
• 1. Members who are holding physical shares in identical order of names in more than one folio are requested to send to the Company's RTA the details of such folios together with the share certificates for consolidating their holding in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
• 1. Non-Resident Indian members are requested to inform the Company's RTA/respective DPs, immediately of:
  • 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.
• 1. Pursuant to Sections 124 (5) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the amount of dividend remaining unclaimed for a period of 7 years from the date of their transfer shall be transferred to Investor Education and Protection Fund. Pursuant to Section 124(6) of the Act, 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. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

The Company has transferred all the unclaimed dividends declared till the financial year 2013-14 to the said Fund. Members whose unclaimed dividends/shares are transferred to the IEPF Authority can claim the same by making an online application to the IEPF Authority in E-Form IEPF-5 by following the refund/claim procedure as detailed on the website of IEPF Authority https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html.

• 1. Process and manner of Voting through Electronic Means.
  • a) In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the Listing Regulations, each as amended from time to time and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of 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 NSDL as the Agency to provide e-voting facility. The Members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ('remote e-voting') and the services will be provided by NSDL.
  • b) Instructions for remote e-voting (including process and manner of e-voting) are given herein below.
  • c) The Resolution(s) 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 can be downloaded from NSDL's website www.evoting.nsdl.com or the Company's website www.dcwltd.com.
  • d) The facility for e-Voting shall be made available at the Meeting and the Members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their 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 be considered as final.
  • f) Members holding shares in physical form or dematerialized form as on Thursday, September 19, 2024, ('Cut- Off Date') shall be eligible to cast their vote by remote e-voting.
  • g) The remote e-voting period commences on Monday, September 23, 2024 at 9:00 a.m. (IST) and ends on Wednesday, September 25, 2024, at 5:00 p.m. (IST). During this period, the members of the Company holding shares either in physical form or in dematerialized form as on the Cut-Off Date, may cast their vote by remote e-voting.

The remote e-voting module shall be disabled by NSDL for voting after 5:00 p.m. (IST) on Wednesday, September 25, 2024. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Thursday, September 19, 2024.

1. Any person(s) who acquires shares of the Company and becomes a Member(s) of the Company after dispatch of the Notice of AGM and holding shares as on the Cut-Off date i.e., Thursday, September 19, 2024 may obtain the login ID and password by sending a request at ' evoting@nsdl.com' or 'admission@bigshareonline.com' However, if you are already registered with NSDL for remote e-voting then you can use your existing User ID and password for casting your vote. If you have forgotten your password, you can reset your password by using 'Forgot User Details/ Password' or 'Physical User Reset Password' option available on 'www.evoting.nsdl.com' or contact NSDL at the following Toll Free No.: 022-48867000 or e-mail at 'evoting@nsdl.com'.

• 1. Please note, that only a person whose name is recorded in the Register of Members or in the Register of Beneficial 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.
• 1. The Board of Directors has appointed M/s. S K Jain & Co, Practicing Company Secretaries, as Scrutinizer to scrutinize the remote e-voting process as well as voting at the Meeting in a fair and transparent manner.
• 1. 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 two working days of conclusion of the Meeting submit a consolidated Scrutinizer's Report of the total votes cast in favor of or against, if any, to the Chairman or any other person authorized by the Chairman in writing, who shall countersign the same.
• 1. The Chairman or any other person authorised by him in writing shall declare the result of voting forthwith.
• 1. The results declared along with Scrutinizer's Report, will be placed on the Company's website 'www.dcwltd.com' and the website of NSDL 'www.evoting.nsdl.com' immediately after the result is declared by Chairman or any other person authorized by the Chairman and the same shall simultaneously be communicated to BSE Limited and National Stock Exchange of India Limited where the Securities of the Company are listed. The results shall also be displayed on the Notice Board at the Registered Office of the Company.
• 1. In case of any grievances with respect to the facility for voting by electronic means, Members are requested to contact at evoting@nsdl.com (022-48867000) or write to NSDL at National Securities Depository Limited, Trade World, 'A' wing, 4th Floor, Kamala Mills Compound, SenapatiBapat Marg, Lower Parel, Mumbai – 400 013.
• 1. SEBI has established a common Online Dispute Resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market. Pursuant to this, post exhausting the option to resolve their grievance with the RTA / Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's Website at https://dcwltd.com/investors/.
• 1. E-Voting Instructions

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

How do I vote electronically using NSDL e-Voting system?

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders	Login Method
Individual Shareholders holdingsecurities in demat mode with NSDL.	1.Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile.On the e-Services home page click on the "Beneficial Owner" icon under"Login" which is available under 'IDeAS' section , this will prompt you to enteryour existing User ID and Password. After successful authentication, you will beable to see e-Voting services under Value added services. Click on "Access toe-Voting" under e-Voting services and you will be able to see e-Voting page.Click on company name or e-Voting service provider i.e. NSDL and youwill be re-directed to e-Voting website of NSDL for casting your vote during theremote e-Voting period or joining virtual meeting & voting during the meeting.
	2.If you are not registered for IDeAS e-Services, option to register is availableat https://eservices.nsdl.com. Select "Register Online for IDeAS Portal" orclick at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp
	3.Visit the e-Voting website of NSDL. Open web browser by typing the followingURL: https://www.evoting.nsdl.com/ either on a Personal Computer or on amobile. Once the home page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/ Member' section. A new screenwill open. You will have to enter your User ID (i.e. your sixteen digit demataccount number hold with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirected toNSDL Depository site wherein you can see e-Voting page. Click on companyname or e-Voting service provider i.e. NSDL and you will be redirected toe-Voting website of NSDL for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting.
	4.Shareholders/Members can also download NSDL Mobile App "NSDL Speede"facility by scanning the QR code mentioned below for seamless voting experience.
	NSDL Mobile App is available on
	ti App Store~ Google PlayII111

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holdingsecurities in demat mode with CDSL	1.	Users who have opted for CDSL Easi/Easiest facility, can login through theirexisting user id and password. Option will be made available to reach e-Votingpage without any further authentication. The users to login Easi/Easiest arerequested to visit CDSL website www.cdslindia.com and click on login icon& New System Myeasi Tab and then user your existing Myeasi username &password.
	2.	After successful login the Easi / Easiest user will be able to see the e-Votingoption for eligible companies where the evoting is in progress as per theinformation provided by company. On clicking the evoting option, the user willbe able to see e-Voting page of the e-Voting service provider for casting yourvote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting. Additionally, there is also links provided to access the system ofall e-Voting Service Providers, so that the user can visit the e-Voting serviceproviders' website directly.
	3.	If the user is not registered for Easi/Easiest, option to register is available atCDSL website www.cdslindia.com and click on login & New System Myeasi Taband then click on registration option.
	4.	Alternatively, the user can directly access e-Voting page by providingDemat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.com home page. The system will authenticate the user bysending OTP on registered Mobile & Email as recorded in the Demat Account.After successful authentication, user will be able to see the e-Voting optionwhere the evoting is in progress and also able to directly access the system ofall e-Voting Service Providers.
Individual Shareholders (holdingsecurities in demat mode) login throughtheir DPs		You can also login using the login credentials of your demat account through yourDPs registered with NSDL/CDSL for e-Voting facility. upon logging in, you will beable to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Votingfeature. Click on company name or e-Voting service provider i.e. NSDL and you willbe redirected to e-Voting website of NSDL for casting your vote during the remotee-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat modewith NSDL	Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.com or call at022 - 4886 7000
Individual Shareholders holding securities in demat modewith CDSL	MembersfacinganytechnicalissueinlogincancontactCDSLhelpdeskbysendingarequestathelpdesk.evoting@cdslindia.com or contact at toll free no.1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

	Manner of holding shares i.e. Demat (NSDL orCDSL) or Physical	Your User ID is:
a)	For Members who hold shares in demat account	8 Character DP ID followed by 8 Digit Client ID
	with NSDL.	For example if your DP ID is IN300*** and Client ID is12****** then your user ID is IN30012***
b)	For Members who hold shares in demat accountwith CDSL	16 Digit Beneficiary ID
		For example if your Beneficiary ID is 12************** thenyour user ID is 12**************
c)	For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered withthe company For example if folio number is 001*** andEVEN is 130073 then user ID is 130073001***

4. Your User ID details are given below:

5. Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:

• a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to skjaincs1944@gmail.com with a copy marked to evoting@nsdl.com and to Company at investor.relations@dcwltd.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Mr. Sanjeev Yadav at evoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor.relations@dcwltd.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor.relations@dcwltd.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and DPs. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Members who would like to express their views or ask questions during the AGM may register themselves as speaker by sending their request from their registered email address mentioning their name, DP ID and client ID/Folio no., No. of shares, PAN, mobile number at investor.relations@dcwltd.com on or before Thursday, September 19, 2024. Those Members who have registered themselves as a speaker will only be allowed to express their views, ask questions during the AGM. The Company reserves the right to restrict the number of speakers as well as the speaking time depending upon the availability of time at the AGM.

Statement / Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 and additional information as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars issued thereunder

ITEM NO. 3

The Board, on the recommendations of the Audit Committee, had approved the 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, 2025, as detailed below:

Sr.No	Name of the Cost Auditor	Industry	Audit Fees
1.	Nanabhoy & Company	Chemicals	` 100,000/- (Rupees One Lakh only)
2.	N. D. Birla & Company	Chemicals	` 65,000/- (Rupees Sixty Five thousand only)

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be ratified by the members of the Company.

Accordingly, ratification by the members is sought for the remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2025 by passing an Ordinary Resolution as set out at Item No. 3 of the Notice.

None of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution.

The Board commends the Ordinary Resolution as set out at Item No. 3 of the Notice for ratification by the members.

By Order of the Board of Directors

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

Registered Office: Dhrangadhra - 363 315, Gujarat Email: investor.relations@dcwltd.com CIN: L24110GJ1939PLC000748 Website: www.dcwltd.com

Date: August 13, 2024 Place: Mumbai

ANNEXURE-I

Pursuant to the Provisions of Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2), details in respect of Director seeking Appointment/Re- appointment at the Annual General Meeting is furnished below:

Name of Director	Mr. Vivek Shashichand Jain
Date of Birth	28-05-1958
Age	66 Years
DIN	00502027
Date of first appointment on the Board of the Company	01-03-2014
Qualification	MBA (Babsons College, USA) and MMS (Jamnalal BajajInstitute of Management Studies, Mumbai)
Experience	+40 years
Expertise in specific functional area	Leadership qualities, strategic thinking, investor relations,industryknowledgeandexperienceinoverallgeneralmanagementincludingstrategicplanningandfinancialfunctions of the Company
Brief Resume	Mr. Vivek Jain is in-charge of the PVC division of the Company.He is with the Company since 1984 and prior to his appointmentas Managing Director in the year 2014, he was Sr. President ofthe Company. He has an overall 40 years of wide experiencein the Industry. He was instrumental in the expansion of thePVC capacity. Under his leadership, the Company has set upChlorinated Poly Vinyl Chloride Project in its Sahupuram Works
Terms and Conditions of Appointment/ Re-appointment	In terms of Section 152(6) of the Companies Act, 2013,Mr. Vivek Jain who was re-appointed as a Managing Directorat the Annual General Meeting (AGM) held on September 27,2022 is liable to retire by rotation The other terms and conditionsare available in the Notice of AGM held on September 27, 2022
Remuneration last Drawn (including sitting fees, if any)	For remuneration please refer the Corporate GovernanceReport
Remuneration Proposed to be paid	He shall continue to draw remuneration as a Managing Directoron the terms and conditions as specified in the Resolution No.7 as approved by the members at the AGM held on September27, 2022.
Number of Board Meeting attended during the financialyear 2023-24	3
Directorship held in other Listed Companies (As on March31, 2024)	Not Applicable
Directorship in other Companies (excluding foreigncompanies and Section 8 companies)	• Sahu Brothers Private Limited
(As on March 31, 2024)	• DCW Pigments Limited

Name of Director	Mr. Vivek Shashichand Jain
Chairmanship/ Membership of Committees of the Board ofDirectors of other listed companies as on March 31, 2024	Not Applicable
Chairmanship/ Membership of Committees of the Board ofDirectors of other companies as on March 31, 2024	Not Applicable
Shareholding of Director in the Company(As on March 31, 2024)	94,42,244 Equity Shares
Relationship with other Director/ Key Managerial Personnel("KMP")	Mr. Vivek Jain is not related with other Directors / KMPs in termsof provision of Section 2(77) of the Companies Act, 2013 readwith rules thereunder

Note: For further details related to remuneration drawn and proposed please refer to Board's Report and Corporate Governance Report.

ANNEXURE-II

The following additional information as required by Section II of Part II of Schedule V to the Companies Act, 2013:

I		General Information
	1	Nature of industry	The Company is engaged in the manufacture and sale ofchemicals such as Synthetic Rutile (SR), Synthetic Iron OxidePigments (SIOP), Chlorinated Poly Vinyl Chloride (C-PVC), SodaAsh, Caustic Soda, Poly Vinyl Chloride (PVC) etc.
	2	Date or expected date of commencement ofcommercial production	The Company commenced its business in the year 1939 i.e. theyear in which it was incorporated
	3	In case of new companies, expected date ofcommencement of activities as per projectapproved by financial institutions appearing inthe prospectus.	Not Applicable
	4	Financial performance based on given indicators are as under:
	5	Financial Parameters (in Lakhs)	2021-22	2022-23	2023-24
		Total Revenue	2,45,473.50	2,63,379.58	1,87,158.98
		Total Expenses	2,33,149.54	2,42,158.03	1,86,334.88
		Profit/Loss After Tax	10,750.62	19,197.99	1,565.96
		Dividend Rate	20%	25%	-
	6	Foreign investments or collaborations, if any.	Not Applicable
II	Information about the appointee/Managing Director(s):
	1.	Name	Mr. Vivek Shashichand Jain
	2.	Background details	As mentioned in Annexure – I under the heading "Brief Resume"
	3.	Past remuneration	For past remuneration please refer the Corporate GovernanceReport
	4.	Recognition or awards	-
	5.	Job profile and his suitability	Mr. Vivek Jain is in-charge of the PVC division of the Company.He is with the Company since 1984 and prior to his appointmentas Managing Director in the year 2014, he was Sr. President ofthe Company. He has an overall 40 years of wide experiencein the Industry. He was instrumental in the expansion of thePVC capacity. Under his leadership, the Company has set upChlorinated Poly Vinyl Chloride Project in its Sahupuram Works
	6.	Remuneration proposed	He shall continue to draw remuneration as a Managing Directoron the terms and conditions as specified in the Resolution No.7 as approved by the members at the AGM held on September27, 2022.

	7.	Comparative remuneration profile with respectto industry, size of the company, profile of theposition and person (in case of expatriates therelevant details would be with respect to thecountry of his origin)	The proposed remuneration commensurate with size andnature of the business of the Company and the responsibilitiesof Mr. Vivek Jain. The remuneration do differ from Company toCompany in the industry depending of the respective operations.
	8.	Pecuniary relationship directly or indirectlywith the company, or relationship with themanagerial personnel, if any.	Mr. Vivek Jain have pecuniary relationship with the Company,in terms of remuneration payable to him in his capacity asManaging Director and he is also Promoter of the Company
	9.	Foreign investments or collaborations, if any.	-
III		Other information:
	1	Reasons of loss or inadequate profits	Not Applicable
	2	Steps taken or proposed to be taken forimprovement.	Not Applicable as the Company has adequate profits. However,the Company is continuously taking appropriate steps to reducecosts, improve the efficiency of the operations and to avoidlosses.
	3	Expected increase in productivity and profits inmeasurable terms.	Not Applicable as the Company has adequate profits.
IV		Disclosures:	The information and disclosures related to Remuneration andPeriod of Appointment, Number of Board Meeting attendedduring the financial year 2023-24, Chairmanship/ Membership ofCommittees of the Board of Directors of other listed companiesare mentioned in Annexure – I herein above and CorporateGovernance Report.
	a	Termination:	The appointment may be terminated by either Party by giving Six(6) months' notice in writing of such termination or basic salaryin lieu of notice period.
	b	Duties and Responsibilities:	Mr. Vivek Jain shall perform such duties and responsibilitiesas entrusted to him by the Board of Directors, subject tosuperintendence, guidance and control of the Board of Directors.