DHP INDIA LIMITEDCorporate Identity Number (CIN): L65921WB1991PLC051555

®ISO 9001. ISO 14001 and

OHSAS 18001 Certified Company

Registered Office: 10 Middleton Row, Kolkata 700 071, IndiaTel: +91 (33) 2229-5735, 2229-7995, 2229-7929, 2229-9626

Fax: +91 (33) 2217-2751, E-mail: info@dhpindia.com

Ref: 19(B)(C)/ J 8~}bTo 05/04/20191) The Secretary

The Calcutta Stock Exchange Ltd. [Securities Code: 10014058]77s Range, Kolkata - 700001.

JY!~~_~~neral Manager /Asst. General Manager - Deptt. Of Corporate Services,Bombay Stock Exchange Ltd., [Securities Code: 531306]25,P. J. Towers, Dalal Street, Mumbai - 400001.

Dear Sir, Re : DHP INDIA LIMITEDSub : Sending of Quarterly Corporate Governance Compliance Report as perRegulation 27(2) of SEBI (LODR) Regulations, 2015 for the quarter ending31/03/2019.

We are sending herewith Quarterly Corporate Governance Compliance ReportIIAnnexure-I" and Annual Compliance Report - II Annexure-II"as per Regulation 27(2) ofSEBI (LODR) Regulations, 2015 for the quarter ending 31/03/2019duly signed by SriAsheesh Dabriwal, Managing Director of the Company.

Kindly acknowledge the same & do the needful.

Yours Faithfully,FOR DHP INDIA LIMITED

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,:/(CA As k Kumar Singh)

Chief Financial Officer

Thanking You,

Enclosed: As Stated

Factory: Dhulagarh Industrial Park, P.O. Kanduah, P.S. Sankrail, N.H.-6, Howrah 711 302, West BengalTel: +91(33) 2661-7785, Fax: +91(33) 2661-7786

1ANNEXURE I

FORMAT OF COMPLIANCE OF QUARTERLY CORPORATE GOVERNANCE AS PER REGULATION 27(2) OF SEBI (LODR) REGULATIONS, 20151 Name of Listed Entity: DHP INDIA LIMITED Page 1 of 22 Quarter Ending: 31ST MARCH, 2019

I. Composition of Board of Directors

Number ofNo of post of

Category Date of No. ofmembership in

Chairperson in[Chairperson/Executive/N Appointment in the Directorship in

Audit/StakeholderAudit/Stakeholders

Title Name of the Director PAN's & DIN on- Tenure listed entities Committee held inexecutive/Independent/N

currentincluding this Committee(s) listed entities

ominee)term/cessation

listed entity including this including thislisted entity listed entity

(Refe(Refe Regulation (Refe Regulation(Mr/ Regulation

Mrs/25(1) of Listing

26(1) of Listing 26(1) of ListingMs.)

Regulations) Regulations) Regulations)

Mr. Asheesh Dabriwal PAN-ACWPD6237E Executive Director Latest Appointment 5 Years till 1 2 NilDIN-00044783 Managing Director 01-04-2014 31-03-2019

Mr. Janak Bhardwaj PAN-AEXPB2776H Executive Director First Appointment N.A. 1 Nil NilDIN-00047641 25-06-1998

Mrs. Anjum Dhandhania PAN-ADIPD6459P Non-Executive Director First Appointment N.A. 1 2 NilDIN-00058506 31-01-2013

Mr. Buddhadeb Basu PAN-ADDPB6922G Independent Director Latest Appointment 5 Years till 1 4 4DIN-00061771 19-09-2014 19-09-2019

Dr. Subrata Haldar PAN-AASPH2686P Independent Director Latest Appointment 5 Years till 1 1 NilDIN-00089655 19-09-2014 19-09-2019

Mr. Surajit Raha PAN-AAEPR2844M Independent Director Latest Appointment 5 Years till 1 3 NilDIN-07019436 27-09-2015 27-09-2020

II. Composition of Committees

Name of Committee Name of Committee members Category (ChairpersonfExecutive/Non-ExecutivefIndependent/Nominee)

1 Audit Committee Mr. Buddhadeb Basu Independent Director - Chairperson of the CommitteeDr. Subrata Haldar Independent DirectorMr. Surajit Raha Independent Director

2 Nomination & Remuneration Committee Mr. Buddhadeb Basu Independent Director - Chairperson of the CommitteeMr. Surajit Raha Independent DirectorMrs. Anjum Dhandhania Non-Executive & Women Director ." '~,.,

. - ~.3 Shareholders/Investor Grievance Committee Mr. Buddhadeb Basu Independent Director - Chairperson of the Commi ttee

. _..• II

..~Mrs. Anjum Dhandhania Non-Executive & Women Director ' ','

Mr. Asheesh Dabriwal Executive Director (Managing Director) ~"t

Cont page 2

ANNEXURE IFORMAT OF COMPLIANCE OF OUARTERLY CORPORATE GOVERNANCE AS PER REGULATION 27(2) OF SEBI (LODR) REGULATIONS, 2015

Name of Listed Entity· DHP INDIA LIMITED Pae:e 2 of 2

II. Composition of Committees

Name of Committee Name of Committee members Category (Chairperson/Executive{Non-Executiveflndependent/Nominee)

4 Corporate & Social Responsibility Committee Mr. Buddhadeb Basu Independent Director - Chairperson of the CommitteeMr. Surajit Raha Independent DirectorMr. Asheesh Dabriwal Executive Director (Managing Director)

III. Meeting of Board of Directors

Date(s) of Meeting (if any) in the previous quarter Date(s) of Meeting (if any) in the relevant quarter Maximum gap between any two consecutive (in number of days)13-11-2018 12-02-2019 90 days

IV. Meeting of Committee

Date(s) of meeting of the Whetherrequirementof Date(s) of meeting of the Maximum gap between any two consecutiveName of Committee committee in the relevantquarter

Quorammet (details) committee in the previous quarter meetings in number of days

1 Audit Committee 12-02-2019 All member Present 13-11-2018 90 days

V. Related Party Transactions

Subject Compliance status ( YeasfNofN.A.)

Whether prior approval of audit committee obtained N.A.

Whether shareholder approval obtained for material RPT N.A.

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee N.A.

VI. Mfirmations

1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015.2 The composition of the following committees is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 :-

a) Audit Committee. b) Nomination and Remuneration Committee.c) Shareholders/Investor Grievance Committee. d) Corporate & Social Responsibility Committee.

3 The committee members have been made aware of there powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements)Regulations, 2015.

4 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligation and disclosurerequirements) Regulations, 2015.

5 This report and/ or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/ observations/ advice of Board of Directorsmay be mentioned her~[ ~ > A .. ' i : '~r"-t-- NIL ----

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[ASHEESH DABRIWAL - MANAGING DIRECTOR, DIN - 00044783] 'f~:."Name & Designation Dt. ~S/04/2019

DHP INDIA LIMITEDReg.Off :lO.Middleton Row. Kolkata-700 071. Phone: +91(33) 2229'573517995/962617929. Fax No : +91(33) 2217,2751

Corporate Identity Number rCIN]: L65921WB1991PLC051555

ANNEXURE II

Format to be submitted bv listed entity at the end of the financial year (for the whole of financialYear) Financial Year Ended: 31103/2019I. Disclosure on website in terms of Listing Regulations

Item Compliance status(YeslNolNA }refer note below

Details of business Yes - (Manufacturing)Terms and conditions of appointment of independent directors YesComposition of various committees of board of directors YesCode of conduct of board of directors and senior management YespersonnelDetails of establishment of vigil mechanism/Whistle Blower YespolicyCriteria of making payments to non-executive directors YesPolicy on dealing with related party transactions YesPolicy for determining 'material' subsidiaries N.A.Details of familiarization programmes imparted to independent YesdirectorsContact information of the designated officials of the listed Yesentity who are responsible for assisting and handling investo9rgrievancesEmail address for grievance redressal and other relevant details YesFinancial results YesShareholding pattern YesDetails of agreements entered into with the media companies N.A.and/or their associatesNew name and the old name of the listed entity Yes - (DHP INDIA LIMITED)II Annual Affirmations

Particulars Regulation Number Compliance status(Yes/No/N'Aj-ejer note below

Independent director(s) have been 16(1)(b) & 25(6) Yesappointed in terms 0/ specified criteriaof 'independence' and/or 'eligibilitv 'Board composition 17(1) YesMeeting of Board of Directors 17(2) YesReview of Compliance Reports 17(3) YesPlans lor orderly succession lor 17(4) YesappointmentsCode of Conduct 17(5) YesFees/compensation 17(6) YesMinimum Information 17(7) YesCompliance Certificate 17(8) YesRisk Assessment & management 17(9) YesPerformance Evaluation of Independent 17(/0) YesDirectorsComposition of Audit Committee 18(1) YesMeeting 0/ Audit Committee 18(2) YesComposition 0/ nomination & 19(/)&(2) Yesremuneration committeeComposition 0/ stakeholder relationship 20(1) & (2) YescommitteeComposition and role 0/ risk 21(/),(2),(3),(4) Yesmanagement committeeVieil Mechanism 22 YesPolicy/or related party Transaction 23(1).(5),(6),(7) & (8) YesPrior or Omnibus approval 0/ Audit 23(2),(3) YesCommittee for all related party

transactionsApproval for material related party 23(4) YesTransactionsComposition of Board of Directors of 24(1) N.A.unlisted material SubsidiaryOther Corporate Governance 24(2),(3),(4),(5) & (6) N.A.requirements with respect to subsidiaryof listed entityMaximum Directorship & Tenure 25(1 & (2) N.A.Meeting of independent directors 25(3 & (4) YesFamiliarization of independent directors 25(7 YesMembership in Committees 26(1 YesAffirmation with compliance to code of 26(3) Yesconduct from members of Board ofDirectors and Senior managementpersonnelDisclosure of Share holding by Non- 26(4) YesExecutive DirectorsPolicy with respect to Obligations of 26(2) & 26(5) Yesdirectors and Senior managementNoteI In the column "Compliance Status", compliance or non-compliance may be indicated by YesINolN.A.. For example,ifthe

Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated. Similarly, incase the Listed Entity has no related party transactions, the words "N.A." may be indicated.

2 Ifstatus is "No" details of non-compliance may be given here.3 If the Listed Entity would like to provide any other information the same may be indicated here.

m Affirmations:

The Listed Entity has approved Material Subsidiary policy and the Corporate Governance requirements with respect to subsidiaryof Listed Entity have been complied.

FOR DHP INDIA LIMITED

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,[ASHEESH DABRIWALJMANAGING DIRECTOR & C.E.O.Name & DesignationDated: 05/04/2019~ •... .eez . 1Manaeine Director 1 CEO