Meeting Details
The approval was sought through a postal ballot process via remote e-voting, not a physical meeting. The process was conducted pursuant to Sections 108 and 110 of the Companies Act, 2013 and the corresponding Rules. The cut-off date for determining member eligibility was Friday, August 21, 2026.
Proposed Resolutions and Implications
Two special resolutions were proposed for shareholder approval:
1. Appointment of Mr. Hayato Kashiwagi (DIN: 10953592) as Managing Director of the Company, subject to the requisite approval of the Central Government.
2. Appointment of Mr. Praveen Kumar Asthana (DIN: 06830096) as the Whole Time Director of the Company.
Voting Process and Methods
The voting was conducted exclusively through remote e-voting mode. National Securities Depository Limited (NSDL) was engaged as the service provider for the remote e-voting facility. The remote e-voting period commenced on Tuesday, September 1, 2026, at 09:00 A.M. (IST) and concluded on Wednesday, September 30, 2026, at 05:00 P.M. (IST). No physical Postal Ballot Forms were sent to members; communication was done electronically to registered email addresses.
Key Voting Outcomes
Resolution 1: Appointment of Mr. Hayato Kashiwagi as Managing Director
- Total Valid Votes Cast: 6,619,861
- Votes in Favor: 6,619,545 (99.9952%)
- Votes Against: 316 (0.0048%)
- Number of Members Voted: 83
- Invalid Votes: 0
Resolution 2: Appointment of Mr. Praveen Kumar Asthana as Whole Time Director
- Total Valid Votes Cast: 6,619,861
- Votes in Favor: 6,619,528 (99.9950%)
- Votes Against: 333 (0.0050%)
- Number of Members Voted: 81
- Invalid Votes: 0
Participation Breakdown by Shareholder Category
Resolution 1:
- Promoter and Promoter Group: Held 6,586,077 shares; voted 6,586,077 shares (100% participation); 100% in favor.
- Public Institutions: Held 264 shares; voted 0 shares (0% participation).
- Public Non-Institutions: Held 2,592,636 shares; voted 33,784 shares (1.3031% participation); 33,468 in favor (99.0646%), 316 against (0.9354%).
- Total Outstanding Shares: 9,178,977
- Total Votes Polled: 6,619,861 (72.1198% of outstanding shares)
Resolution 2:
- Promoter and Promoter Group: Held 6,586,077 shares; voted 6,586,077 shares (100% participation); 100% in favor.
- Public Institutions: Held 264 shares; voted 0 shares (0% participation).
- Public Non-Institutions: Held 2,592,636 shares; voted 33,784 shares (1.3031% participation); 33,451 in favor (99.0143%), 333 against (0.9857%).
- Total Outstanding Shares: 9,178,977
- Total Votes Polled: 6,619,861 (72.1198% of outstanding shares)
Scrutinizer's Role and Findings
Karan Arora & Associates, through its proprietor Mr. Karan Arora (ICSI Membership No. 41391, COP No. 15604), was appointed as the Scrutinizer. The Scrutinizer's responsibilities included scrutinizing the remote e-voting process in a fair and transparent manner and submitting a report on the votes cast. The Scrutinizer unblocked the votes in the presence of two witnesses, Bhawna Mehta and Navneet Vij, after the voting concluded. The Scrutinizer concluded that both special resolutions were passed with the requisite majority on September 30, 2026.
Compliance with Laws and Regulations
The disclosure confirms compliance with:
- Sections 108 and 110 of the Companies Act, 2013
- Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
- Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- The Secretarial Standard on General Meetings (SS-2)
Additional Information
The voting results and scrutinizer's report are available on the company's website at www.dic.co.in. The company's Corporate Office is at Fusion square, 5th Floor, Plot no. 5A & 5B, Sector-126, Noida – 201303. The Registered Office is at UB 03, Mani Tower, 31/41, Binova Bhave Road, Behala, Kolkata-700038. The company's CIN is L24223WB1947PLC015202.