The directors have pleasure in presenting this 128^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2018.

ECONOMIC SCENARIO

Global economy picked up on the cyclical recovery that started in late 2016 and experienced broad based growth in 2017-18. In particular, economic activity gained momentum in the US and Europe. Global manufacturing activity continued to grow on account of favourable financing conditions, accommodative policies, rising investor confidence and increase in commodity prices.

India’s economy picked up some pace in FY 2017-18 and the gross domestic product growth was better than FY 2016-17. In terms of economic performance in the year under consideration, India stood tall amongst its global peers and continues to maintain prospect of significant growth. With an improving business ecosystem, stable macroeconomic indicators and a liberal FDI regime, foreign capital inflow has provided impetus to the domestic economy.

Currently, India is witnessing remarkable transformation. Ease of doing business, mega tax reforms, financial inclusion, universal health insurance, mass digitalisation, infrastructure development and the growth of manufacturing and service sectors are some of the change enablers. More so, the country currently enjoys prudent fiscal conditions, stable inflation, growing trade and steady employment creation to support sustainable GDP growth. Not surprisingly, the country is in the spotlight globally.

There were several structural reforms implemented in the country including the Goods and Services Tax (GST) and the Insolvency and Bankruptcy Code amongst others, during the year under review. These structural initiatives are important for enhancing the country’s future competitiveness.

Though increasing oil prices remains a major risk to the country’s external balance, we are optimistic about the future. Indian economy is expected to grow at 7.4% in FY2018-19 on the back of higher private consumption & investment, improved global demand, better monsoon, credit uptick and continued reforms undertaken by the Government.

FINANCIAL DATA Rs. / Crores

The Company has adopted Indian Accounting Standard (Ind AS) with effect from 1^st April, 2017. Accordingly, financial statements for the year ended 31^st March 2018 have been prepared in accordance with Indian Accounting Standard (Ind AS) as per the Companies (Indian Accounting Standard) Rules, 2015 notified under section 133 of the Companies Act, 2013. Accordingly, financial statement for the year ended 31^st March, 2017 have been restated as per Ind AS Rules to make them comparable.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the General Reserve out of the amount available for appropriation.

DIVIDEND

Your directors do not recommend any dividend for the financial year 2017-18.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with provisions of the Companies Act, 2013 and relevant Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

OPERATIONS OVERVIEW

Textile Division

The Textile Division of the Company is located at Hisar in Haryana with a capacity of 1,14,096 Spindles. During the year under review, the Profit Before Tax (PBT) decreased to Rs. 15.51 crores in financial Year 2017-18 as compared to Rs. 31.21 crores in the previous financial year 2016-17. During the year, the profitability of the Textile Division was lower primarily due to decrease in margin in the first half of the year on account of reduction in yarn prices, lower market demand, rupee appreciation etc. However, in the 2^nd half with the arrival of new crop in India, cotton prices fell, thereby improving margins.

Engineering Division

The Engineering Division is supplying castings across all segments in the automotive market: cars, multi-utility vehicles, tractors, light commercial vehicles, heavy commercial vehicles and earth moving equipment.

During the year, the Division achieved total dispatch of 40,957 MT (previous year 44,970 MT). The Engineering Division continued to make losses because of lower volume due to production constraints primarily on account of IR issues, decline in margin because of higher rejection, increased input cost and under recovery of the fixed overheads. The interaction with the workmen by officials of Division at different level have been increased to maintain cordial relations with them and to improve their morale,

The Division is continuously focusing to achieve improved quality standard, skill set improvement and enhancement of manpower and machine efficiencies for better productivity and cost effectiveness across all areas of operations.

IT Division

The IT Division of the Company is an established service provider for managed IT Services globally. The Division has over a decade’s experience in IT Infrastructure services specializing in networking, analytics, cloud, and digital technologies.

During the year under review, the sales and other income of the Division was Rs. 44.98 crores (previous year Rs. 60.11 crores) and Profit before Tax (PBT) was Rs 1.63 crores (Previous year Rs. 5.98 crores).

The performance of the Division was adversely affected due to IT budget cut backs of primary customers and slow offtake in the US market. The business operations have now been aligned to cater to the newer opportunities in cloud, automation, and digital services in the overseas market, and special thrust on Smart Cities in India. This should help the Division to grow faster in future.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company. There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2018 and the date of this Report.

SCHEMES OF ARRANGEMENT/AMALGMATION

1. The Board of Directors of the Company in its meeting held on October 15, 2016, approved a composite scheme of arrangement, which was further amended by the Board in its subsequent meetings held on February 13, 2017 and May 30, 2018 for the:-

a. Amalgamation of Tiara Investment Holdings Limited into Purearth Infrastructure Limited, a joint venture company with effect from December 31, 2016;

b. Demerger of the Real Estate Undertaking of DCM Limited into DCM Realty and Infrastructure Limited, on a going concern basis with effect from January 1, 2017; and

c. Following the amalgamation as referred to in (a) and demerger as referred to in (b) above, amalgamation of the Amalgamated Purearth into the Resulting DCM Realty leading to Amalgamated DCM Realty, with effect from January 1, 2017.

The above composite scheme is subject to approval from concerned regulatory authorities and sanction of Hon’ble National Company Law Tribunal, New Delhi.

2. The Board of Directors of the Company in its meeting held on October 15, 2016, approved a Scheme of Arrangement between DCM Limited and DCM Nouvelle Limited, a wholly owned subsidiary of DCM Limited, for the demerger of the cotton textile business undertaking of DCM Limited and vesting of the same with DCM Nouvelle Limited, on a going concern basis with effect from appointed date of January 1, 2017.

3. The Board of Directors of the Company, in its meeting held on March 31, 2017, approved a scheme of amalgamation of Crescita Enterprises Private Limited (‘Transferor Company’) with the Company with effect from appointed date of March 31, 2017 for the purpose of restructuring of shareholding of ‘Promoters and Promoter group’ of the Company.

The Company has received No Objection letter(s) from both BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) in respect of schemes mentioned at 2 & 3 above. Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company have approved both of these schemes in their respective meetings convened & held on Saturday, July 14, 2018, at New Delhi, as per directions of Hon’ble National Company Law Tribunal, Principal Bench, New Delhi (‘NCLT’). Both of these schemes are subject to sanction of NCLT.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on April 1, 2017, the Company had seven subsidiaries and one associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 respectively.

During the year under review, no company has become or ceased to be Company’s subsidiary, joint venture or associate company.

At present also, the Company has seven subsidiaries and one associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013 respectively. There has been no material change in the nature of the business of the subsidiaries and associate company.

Pursuant to provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 read with Rules made there under, a statement containing salient features of the financial statements, performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is provided as part of the standalone financial statements of the Company at page no. 113 and hence not repeated here for the sake of brevity.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements, consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

DIRECTORS

Mr. Jitendra Tuli, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment as a director of the Company. Accordingly, a resolution is included in the Notice of forthcoming 128^th Annual General Meeting of the Company for seeking approval of members for his appointment as a director of the Company.

During the year under review, Mr. Dinesh Dhiman was appointed as Executive Director (Engineering Operation) of the Company for a period of 3 years with effect from December 13, 2017 and Mr. Sushil Kapoor was appointed as Executive Director (Engineering Business) of the Company for a period of 1 year with effect from January 15, 2018. Their appointments are subject to approval of shareholders of the Company.

Further Dr. Vinay Bharat Ram has been re-appointed as Managing Director of the company for a period of 3 years with effect from January 30, 2019, subject to approval of shareholders of the Company.

Mr. Chandra Mohan, Non-Executive Independent Director of the Company has resigned from the directorship of the Company with effect from August 7, 2018. Your Board placed on record its appreciation for the contributions made by him during his tenure as Non-Executive Independent Director of the Company.

Mr. Ravi Vira Gupta, Mr. Bipin Maira, Mr. Jitendra Tuli and Dr. Vinay Bharat Ram are more than 75 years of age. Pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, necessary resolution(s) for continuation of remaining term of appointments of following directors of the Company w.e.f. April 1, 2019, have been included in the Notice of forthcoming 128^th Annual General Meeting of the Company for their continuation as Non-Executive Directors of the Company with effect from 1^st April, 2019, for seeking approval of members of the Company:

i. Mr. Ravi Vira Gupta and Mr. Bipin Maira as Non-Executive Independent Directors of the Company; and

ii. Mr. Jitendra Tuli and Dr. Vinay Bharat Ram in their capacity as directors of the Company, liable to retire by rotation.

All the Independent Directors of the Company have given declaration(s) and have confirmed that they meet the criteria of independence as provided in the Section 149(6) of the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following persons are Whole-Time Key Managerial Personnel (‘KMP’) of the Company in terms of provisions of Section 203 of the Companies Act, 2013:

a. Dr. Vinay Bharat Ram - Chairman & Managing Director

b. Mr. Sushil Kapoor - Executive Director (Engineering Business) (w.e.f. January 15, 2018

c. Mr. Dinesh Dhiman- Executive Director (Engineering Operation) (w.e.f. December 13, 2018

d. Mr. Hemant Bharat Ram - President (Textiles)

e. Mr. Sumant Bharat Ram - Chief Executive & Financial Officer

f. Mr. Rakesh Kumar Goel - CEO, Textile Division

g. Mr. Varun Sarin - Chief of Operations & Finance, IT Division

h. Mr. Yadvinder Goyal — Company Secretary NUMBER OF BOARD MEETINGS

Eight meetings of the Board of Directors of your Company were held during the year under review (for further details please refer to the Corporate Governance Report, forming part of this Annual Report).

EVALUATION OF BOARD PERFORMANCE

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (hereinafter referred as ‘Listing Regulations’.), the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of individual Director’s performance, various parameters like Director's profile, contribution in Board and Committee meetings, regulatory compliances and governance etc., are considered.

Further, the performance of Chairman, Executive Directors and Independent Directors are evaluated on certain additional parameters depending upon their roles and responsibilities.

For the Chairman the criteria includes leadership, relationship with stakeholders etc., for the Executive Directors the criteria includes execution of business plans, risk Management, achievement of business targets, development of plans and policies aligned to the vision and mission of the Company, etc. Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, commitment to his/her role towards the Company and various stakeholders, adherence to applicable codes and policies, effective participation during meetings, etc.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2017-18.

The Independent Directors had met separately on February, 8, 2018 without the presence of Non-Independent Directors and the Members of Management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors of the Company.

The Nomination and Remuneration Committee has also carried out evaluation of every Director's performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires.

The Directors expressed their satisfaction with the evaluation process.

INTERNAL FINANCIAL CONTROL

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s IFC system also comprises due compliances with Company's policies and Standard Operating Procedures (SOP's) and supported by internal audit from reputed audit firms.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

STATUTORY AUDITORS

M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/ W-100022), were appointed as Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of 125^th Annual General Meeting (AGM) held on August 18, 2015 till the conclusion of 130th Annual General Meeting of the Company, subject to annual ratification of their appointment by the members at every intermittent AGM of the Company, on such remuneration as may be decided by the Audit Committee of the Board.

Pursuant to recent amendment to Section 139 of the Companies Act, 2013, which became effective from May 7, 2018, the annual ratification of statutory auditors is no longer required. Accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking shareholders’ approval for ratification of appointment of Statutory Auditors of the company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

DIRECTORS’ VIEW ON AUDITORS’ OBSERVATIONS

Management response to the observations of the statutory auditors even though explained wherever necessary through appropriate notes to the Accounts is reproduced hereunder in compliance with the relevant requirements.

Refer 'Basis for Qualified Opinion’ in Auditors’ Report on Consolidated Financial Statements

Purearth Infrastructure Limited (PIL), a joint venture company, has received advances Rs. 3,196.19 lacs (share of the Group in these advances of joint venture are amounting Rs. 529.29 lacs) for sale bookings of units in Plaza 4 of Central Square project. These advances have been presented as ‘advances from customers’ under ‘other current liabilities’ shown as share of joint venture under other current liabilities. The management of PIL is yet to draw up construction plans for Plaza 4 of Central Square project. Further, the revenue including price escalations and other recoveries in terms of the Scheme of Restructuring and understanding arrived with the booking holders of the project cannot be determined at this stage. Thus, the management of PIL could not be able to estimate the likely losses for such bookings under the Plaza 4 of Central Square project and hence has not provided such losses in its financial statements. Therefore, DCM Limited is also not able to provide for its shares of such losses in these consolidated financial statements. (Refer note 57(c) to the consolidated financial statements annexed.)

FIXED DEPOSIT / DEBT REPAYMENT

In terms of the Scheme of Restructuring and Arrangement (SORA) approved by the Hon’ble Delhi High Court vide its order dated October 29, 2003 under sections 391 — 394 of the Companies Act, 1956 and subsequent modification thereto vide Hon’ble Delhi High Court order dated April 28, 2011, the Company has complied with its debt repayment obligation under SORA including in respect of fixed deposits, debentures, loans and related interest and where such amount has not been claimed by the concerned party, deposited an equivalent amount into a ‘No Lien/Designated Account’ with scheduled banks.

In case an invested amount remains unclaimed and un-encashed for a period of seven years from the date it becomes due for payment, the same has been /will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Govt.

Your Company has uploaded the relevant details of amount lying unclaimed /un-encashed, as on the date of last Annual General Meeting, on account of matured Fixed Deposits and Debentures on the website of Ministry of Corporate Affairs (MCA) as well as on its website www.dcm.in. Deposit-holders/Debenture-holders may kindly check the said information and if any amount on account of matured deposits, matured debentures, or interest thereon is appearing as unclaimed / un-encashed against their name, they may lodge their claim, duly supported by relevant documents to the Company.

Any person whose unclaimed/un-encashed matured fixed deposits, matured debentures, or interest thereon, have been transferred to the IEPF, can apply for refund, as the case may be, by following the prescribed procedure. Therefore, it is in the interest of deposit-holders/debenture-holders to claim the unclaimed / un-encashed amount of matured fixed deposits, matured debentures or interest thereon with in scheduled time.

No disclosure or reporting is required in respect of deposits covered under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposit after the commencement of the Companies Act, 2013.

RISK MANAGEMENT

The Company has in place Risk Management Process for identifying / managing risks. The Company’s Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, the Board was informed about measures taken for minimization of risks. The Board provides oversight and reviews the Risk Management framework. In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

AUDIT COMMITTEE

At present, the Audit Committee of the Company consists of Mr. Bipin Maira, Chairman, Mr. Ravi Vira Gupta, Mr. L Lakshman, Prof. Sudhir Kumar Jain and Dr. Meenakshi Nayar, as members of the committee. The terms of reference of the Audit Committee are in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

At present, the CSR Committee of the Company consists of Dr. Vinay Bharat Ram, Chairman, Mr. Ravi Vira Gupta, Mr. Jitendra Tuli and Dr. Meenakshi Nayar, as members of the Committee.

This Committee is responsible for formulating and monitoring the CSR Policy of the Company. The Company’s CSR Policy is available on the Company’s website www.dcm.in

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure — I, and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars of the top ten employee and employees drawing remuneration in excess of the limits set out in the said rules is enclosed as Annexure - II and forms part of this report.

A statement showing details pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - IIA and forms part of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

Particulars of investments made and loans given are provided in the standalone financial statements. (Please refer to Note Nos. 5,6,9,14 & 16 of the standalone financial statements).

Further, pursuant to the approval given by the members of the Company, in its capacity as title holder of land at Bara Hindu Rao / Kishanganj, Delhi (Project land), in respect of which the development rights were vested with joint venture company in terms of SORA, has mortgaged the said land for loans availed in connection with development of real estate project on the said land by joint venture company and also by a body corporate who has been developing the real estate project along with the said joint venture company. The outstanding amount of loans, on which mortgage was created, as on 31.03.2018 was Rs. 334.62 crores (previous year Rs. 213.41 crores).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis.

The prescribed Form AOC-2 is enclosed as Annexure - III, and forms part of this Report. Your directors draw attention of members of the Company to Note No. 49 to the standalone financial statements which sets out related party disclosures.

EXTRACT OF ANNUAL RETURN

The details forming part of Extract of Annual Return in prescribed form MGT-9 is enclosed as Annexure- IV and forms part of this Report and also available on website of the Company i.e. www.dcm.in.

COST AUDIT

The Company is required to maintain cost records as specified by Central Government under section 148(1) of the Companies Act, 2013 in respect of ‘Cotton Textiles’ and Cast Iron Unit of the Company namely ‘DCM Engineering Products’ located at Shaheed Bhagat Singh Nagar, Punjab. Accordingly such accounts and records are maintained.

The Board of Directors in its meeting held on August 10, 2018 had approved the following appointments:

i. M/s K G Goyal & Associates, Cost Accountants (Firm Registration Number 000024), as Cost Auditors, for financial year 2018-19, for audit of cost accounting records of the ‘Cotton Textiles’ manufactured by the Company at a remuneration of Rs. 50,000/- (Rupees fifty thousand only) plus GST & out-of-pocket expenses, if any;

ii. M/s. V Kumar & Associates, Cost Accountants (Firm Registration Number 100137), as Cost Auditors, for financial year 2018-19, for audit of Cost Accounts pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products’ located at Shaheed Bhagat Singh Nagar, Punjab at a remuneration of Rs. 1,25,000/- (Rupees one lac and twenty five thousand only) plus GST & out-of-pocket expenses, if any; and

iii. M/s V Kumar & Associates, Cost Accountants (Firm Registration Number 100137), as Lead Cost Auditors for consolidation of the Cost Audit Report etc. of the Company, for financial year 2018-19, at a remuneration of Rs. 60,000/- (Rupees sixty thousand only) plus GST & out-of-pocket expenses, if any.

In terms of Section 148 of the Companies Act, 2013 and rules made thereunder, remuneration of Cost Auditors as stated above is to be ratified by members of the Company. Accordingly, suitable resolution has been included in the Notice of forthcoming 128^th Annual General Meeting for ratification of remuneration payable to Cost Auditors, for financial years 2018-19, by members of the Company.

SECRETARIAL AUDIT

The Board has appointed Mrs. Pragnya Parimita Pradhan, Company Secretary in whole time practice, Proprietor of M/s. Pragnya Pradhan & Associates, Company Secretaries, to conduct Secretarial Audit for financial year 2017-18.

The Secretarial Audit Report for the financial year 2017-18 is enclosed herewith as Annexure - V and forms part of this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report along with Auditors’ certificate thereon and Management Discussion and Analysis Report are enclosed, and form part of this report.

DISCLOSURE REQUIREMENTS

1. Details of the familiarization programme of the independent directors are available on the website of the Company at weblink: http://dcm.in/ wp-content/uploads/2016/10/Familirisation-Program-for-Independent-Directors.pdf

2. Policy for determining material subsidiaries of the Company is available on the website of the Company at weblink: http://dcm.in/wp-content/ uploads/2016/10/Material-subsidiary-policy.pdf

3. Policy on materiality of related party transactions and dealing with related party transactions is available on the website of the Company at weblink http://dcm.in/wp-content/uploads/2016/10/DCM-Ltd.-Policy-on-Determination-of-Materiality.pdf

4. The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is available on Company’s website www.dcm.in. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. The Company’s Remuneration Policy is enclosed as Annexure - VI and forms part of this Report.

6. Annual Report on CSR Activities is enclosed as Annexure - VII and forms part of this Report.

7. There were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

8. The Company has constituted Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there were no cases reported under the said Act.

9. During the year under review, the Company has complied with applicable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

The Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. The Directors thank the shareholders, customers, business associates, Financial Institutions and Banks for the faith reposed in the Company and its management. The Directors place on record their deep appreciation of the dedication and commitment of your Company’s employees at all levels and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

For DCM Limited

Sd/-

Place : New Delhi Dr. Vinay Bharat Ram

Date : August 10, 2018 Chairman and Managing Director