DCW Ltd. — Regulatory Filings 2020

Jul 21, 2020

July 21, 2020

	DCW
	LIMITED
To,
National Stock Exchange of India Ltd.1.		BSE Limited,
Exchange Plaza Bldg.5% Floor, Plot No.C-1		1 floor, New Trading RingRotunda Building,
'G' Block, Near Wockhardt,		Phiroze Jeejeebhoy Towers,
Bandra Kurla Complex		Dalal Street,
Mumbai 400 051.		Mumbai- 400 001.
Fax:26598237/ 38		Fax : 22723121/3719/ 2037/2039
DCWScrip Code:		Scrip Code :500117
Dear Sir/ Madam,
Sub:		Annual Secretarial Compliance Report pursuant to Regulation 24(A) of
Securitiesand	ExchangeBoard	ObligationsIndia(Listingof
Disclosure Requirements)	Regulations,	2015
for theExchangeandSecuritiesRequirements) Regulations, 2015.	BoardIndiaof	Weare enclosing herewith the Annual Secretarial Compliance Report of the Companyfinancial year ended March 31, 2020 as required under Regulation 24(A) ofDisdosureObligationsand(Listing
You are requested to take the same on record.
Thanking You,Yours faithfully,
aeFor DCWGeneral Manager (LeMembership No. ACS-22527	-Company Secretary

Sub: Annual Secretarial Compliance Report pursuant to Regulation 24(A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Weare enclosing herewith the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2020 as required under Regulation 24(A) of Securities and Exchange Board of India (Listing Obligations and Disdosure Requirements) Regulations, 2015.

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.dewltd.com, CIN-L24110GJ1939PLC000748

Secretarial compliance report of D C W LIMITED for the year ended March 31, 2020

Company Secretaries

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I, Shubhkaran Jain, Practicing Company Secretary, have examined

• (a) all the documents and records made available to us and explanation provided by D C W LIMITED (hereinafter referred to as "the Listed
• Entity"), (b) the filings/ submissions made by the listed entity to the Stock Exchanges,
• (0) website of the Listed Entity,
• (d) any other document/ filing, as may be relevant, which has been relied upon to make this Certification, For the year ended March 31, 2020 ("Review Period") in respect of compliance with the provisions of:
• (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India(*SEBI');

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015;
• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018;
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;
• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations,2018; (Not applicable as the Listed Entity has not bought back/propose to Buy-back any of its securities during "i Financial Year under review) 7s

1. Nora 11, Friend's Union Premises Co-operative Society Ltd, 2nd Floor, 227, P. D'Mello Road, Mumbai 260001. Mob.: 96196 43088 / 93206.47478 Tel.: 40043784 / 22695288 E-mail : skjaincs1944aqmaitomn') ésskjain1944agmail.com

• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014; (Not applicable as Listed Entity has not made any Share Based Employee Benefits)
• () Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (Not applicable as the Listed Entity has not listed it Debt securities)
• (g) Securities and Exchange Board of India(Issue and Listing of Non- Convertible and Redeemable Preference Shares)Regulations,2013; (The Listed Entity has not issued any Non- Convertible and Redeemable Preference Shares during the financial year under review)
  • (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;

	()has not listed it Debt securities)	Securities and Exchange Board of India (Issue andSecurities) Regulations,2008; (Not applicable as the Listed Entity		Listing of Debt
	and(g) SecuritiesEntity(TheListedRedeemablereview)	ExchangeBoardConvertible and Redeemable Preference Shares)Regulations,2013;issuedhasnotPreferenceShares	of India(IssueandanyNon-during the	Listing of Non-Convertibleandfinancial year under
	(h) SecuritiesandTrading) Regulations,2015;	ExchangeBoardof	(ProhibitionIndia	Insiderof
		and circulars/ guidelines issued thereunder;
Sr.No]	Review Period:(a) The listed entity has complied with the provisions of the above Regulationsand circulars/specified below:-ComplianceRequirement(Regulations/	guidelines issued thereunder, except in respect of mattersDeviations	Actions	Observations/
	circulars/guidelines		listedentity,	taken by the RemarksofthePracticingif Company
	including		any	Secretary
1.	specific clause)Regulation163 (2)SEBI(ICDR)of2018 - Theissuer suchshall place a copy beforeof certificate of its shareholders in CertificateStatutoryAuditorstheGeneral onMeetingofshareholdersconsideringproposedpreferentialissue, certifying that theissue	TheCompany Theplacenotdidcertificate hadtheGeneral beforebefore Meeting29%July ofthe 2019considering the itsthe proposedpreferentialissue.	Companyraised thatthe theheld Shareholders 163(2)for Companyat OrdinaryGeneralMeeting('EOGM")	BSEhasmadeobservationantheAuditor's Companyisnotincompliancethe withRegulationofSEBIthe (ICDR),2018,theAuditorsExtra Certificatewasobtained_ afterthedateExtra-OrdinaryGeneralMeeting

	accordance	with	whichhas
theof	requirementstheseregulations		beenadopted /ratifiedbytheshareholdersoftheCompanyinthesaidMeeting.
(b) Thelisted		the above Regulations and circulars/	entity has maintained proper records under the provisions ofguidelines issued thereunder in sofar as it appears from my examination of those records.
promoters/	directors/	materialSEBI through various circulars) under the aforesaid Acts/	(c) The following are the details of actions taken against the listed entity/ itssubsidiariescitherbyExchanges (including under the Standard Operating Procedures issued by	SEBIorbyStockRegulations and
		circulars/ guidelines issued thereunder:
Sr. ActionNo. by	taken	Detailsofviolation	Detailsactiontaken /fines, theEg.warningdebarment, etc. Company	of Observationsremarksofletter, PracticingSecretary,ifany.

• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder in so far as it appears from my examination of those records.
• (c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries cither by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:

			warningdebarment, etc. Company	letter, PracticingSecretary,
	far as it appears from my examination of those records.promoters/directors/	materialcirculars/ guidelines issued thereunder:	(c) The following are the details of actions taken against the listed entity/ itssubsidiariescitherbyExchanges (including under the Standard Operating Procedures issued bySEBI through various circulars) under the aforesaid Acts/	SEBIorbyStockRegulations and
(b) The	listedthe above Regulations and circulars/		entity has maintained proper records under the provisions ofguidelines issued thereunder in so

	promoters/directors/	materialSEBI through various circulars) under the aforesaid Acts/circulars/ guidelines issued thereunder:	(c) The following are the details of actions taken against the listed entity/ itssubsidiariescitherbyExchanges (including under the Standard Operating Procedures issued by	SEBIorbyStockRegulations and
			warningdebarment, etc. Company	letter, PracticingSecretary,
(@) The	listedentityhas	takenthe	following
Sr. No. 1.	Observations ObservationsofthePracticingCompanySecretary inthereports The Companyhas delayed	observations made in previous reports: madeinthe secretarialcompliance reportfortheprevious year ended 31sMarch, 2019 The Companyhas submitted paid penalty as	actionstoActions takenby thelisted ofentity, ifany Practicing The Company	complywiththe CommentstheCompanySecretary ontheactionstaken by thelisted entity Since the

30mSeptember,2018 alongwith LimitedReview Reportto the Bombay StockExchangeLimited ("BSE") and theNational Stock November 15,Exchange ofIndia Limited('NSE")by oneday i.e. onNovember 15, 2018. However, said Stockthe Companyhas paid thepenalty leviedby the saidStockExchanges fordelayedsubmission ofthe saidFinancialresults.	along withLimited Review delayedReport totheBombay Stock ExchangeLimited ("BSE") and the National]Stock Exchange Septemberof India Limited 2018.(NSE")on—_ 2018 and has paid penalty for delayedsubmission aslevied by the Exchanges.	(CNSE*for submission ofthe unauditedfinancial results Company hasfor the quarter _ complied withended 30%	National StockExchange of India Limited('NSE'), thehe observation]

For S.K.JAIN & Co.

Date: 06/07/2020 oda Tea UDIN: F001473B000422421 CS. Dr. S. K. Jain

Practicing Company Secretary Membership No.1473 COP No. 3076