Meeting Details
The document pertains to a postal ballot process rather than a physical meeting. The voting will be conducted entirely through remote e-voting without any physical meeting. The cut-off date for determining shareholder eligibility is Friday, August 21, 2026.
Proposed Resolutions and Implications
Resolution 1: Appointment of Mr. Hayato Kashiwagi as Managing Director
- DIN: 10953592
- Appointment period: 3 years commencing September 1, 2026
- Remuneration structure:
- Salary: ₹15,85,925 per month
- Performance Bonus: ₹22,80,319 per annum
- Perquisites ceiling: ₹1,15,00,000 per annum
- No sitting fees for board meetings
- Not liable to retire by rotation
- Requires Central Government approval
Resolution 2: Appointment of Mr. Praveen Kumar Asthana as Whole Time Director
- DIN: 06830096
- Appointment period: 3 years commencing July 15, 2026 (retroactive from Board appointment date)
- Remuneration structure:
- Salary: ₹6,02,900 per month
- Performance Bonus: ₹36,26,782 per annum (target)
- Deferred Bonus: ₹17,59,963 as per approved scheme
- Perquisites ceiling: ₹70,00,000 per annum
- No sitting fees for board meetings
- Not liable to retire by rotation
Voting Process and Methods
The Company has engaged National Securities Depository Limited (NSDL) to provide e-voting facilities. The voting process is restricted to remote e-voting only, with no physical postal ballot forms being sent.
Voting Timeline:
- Commencement: Tuesday, September 1, 2026, at 09:00 AM
- Conclusion: Wednesday, September 30, 2026, at 05:00 PM
- Result declaration: Within 48 hours from conclusion of voting
Scrutinizer Appointment and Role
The Board has appointed Karan Arora & Associates, Practicing Company Secretaries, through its proprietor Mr. Karan Arora (ICSI Membership number 41391; COP number 15604) as the Scrutinizer. The Scrutinizer is responsible for conducting the postal ballot/e-voting process in a fair and transparent manner and will submit a report to the Chairman after completion of scrutiny.
Compliance with Laws and Regulations
The notice complies with:
- Sections 110, 102, 108 and other applicable provisions of the Companies Act, 2013
- Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
- Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- Secretarial Standard on General Meetings (SS-2) issued by ICSI
- MCA General Circular No. 03/2025 dated September 22, 2025
- All applicable SEBI circulars/master circulars/notifications
Signatories and Company Information
- Meghna Saini, Company Secretary, Compliance Officer & Head-Legal (Membership No. A-42587) signed the disclosure
- Company Scrip Codes: BSE: 500089, CSE: 10013217, NSE: DICIND
- Corporate Office: Fusion Square, 5th Floor, Plot no. 5A & 5B, Sector-126, Noida – 201303
- Investor email: investors@dic.co.in
Additional Financial and Operational Information
Company Business:
DIC India Limited manufactures printing inks including news black inks, offset inks, liquid inks, flexo inks, print finish inks, and lamination adhesives. The company commenced business in 1947 and is a subsidiary of DIC Asia Pacific Pte Ltd, Singapore (holding 71.75% equity).
Financial Performance (Last 3 years):
- December 31, 2025: Profit after tax ₹1,737.66 lakhs, EPS ₹18.93
- December 31, 2024: Profit after tax ₹1,953.90 lakhs, EPS ₹21.29
- December 31, 2023: Loss after tax ₹(2,267.62) lakhs, EPS ₹(24.70)
- Net worth per equity share: ₹466.98 (2025), ₹452.40 (2024), ₹39,632.45 (2023)
- Dividend: 30% (2025), 40% (2024), 0% (2023)
Foreign Exchange Data:
- Foreign exchange earnings: ₹7,429.15 lakhs (2025), ₹7,743.78 lakhs (2024), ₹7,557.50 lakhs (2023)
- Foreign exchange outgo: ₹16,418.88 lakhs (2025), ₹16,639.49 lakhs (2024), ₹18,256.20 lakhs (2023)
The document contains extensive voting instructions for shareholders holding shares in both dematerialized and physical form, with detailed login procedures for NSDL and CDSL account holders, as well as contact information for technical support during the voting process.