DSJ Communication Ltd.
|BSE: 526677||Sector: Media|
|NSE: DALALSTCOM||ISIN Code: INE055C01020|
|BSE LIVE 15:45 | 27 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 526677||Sector: Media|
|NSE: DALALSTCOM||ISIN Code: INE055C01020|
|BSE LIVE 15:45 | 27 Aug||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
DSJ Communications Limited
Your Directors presents the 26th Annual Report together with the AuditedFinancial Statements of the Company for the financial year ended 31 st March2016.
REVIEW OF OPERATIONS:
During the year under review the Company has not carried out any business activities.The Company is in process of developing a state of the art digital content delivery andanalytics platform which will enable investors to track information on the markets andalso to transact on such markets in a safe and secure manner. The management is optimisticabout the Companys future plans and policies for its growth and expansion.
There was no change in Share Capital of the Company during the year 2015-16.
In view of no business activity during the year under review and accumulated lossesyour directors do not recommend any dividend for the year under review.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is appended to this Report as Annexure I.
HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Holding Subsidiary Joint Venture or Associate Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Vijaysingh Padode (DIN: 00393687) Managing Director of the Company retiresby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor re-appointment.
Further the tenure of Mr. Vijaysingh Padode (DIN: 00393687) as Managing Director ofthe Company shall expire on 22nd August 2016 and is proposed to bere-appointed for a further period of 5 years commencing from 23rd August 2016to 22nd August 2021.
Brief resume of the Director proposed to be re-appointed as stipulated under Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standards on General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI) is given in the Notice convening 26th AnnualGeneral Meeting.
Your Board recommends the re-appointment of Mr. Vijaysingh Padode as Managing Directorof the Company.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.
ANNUAL PERFORMANCE AND BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 ("the Act") read withSchedule IV of the Act and Regulation 17(10) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Stakeholders Relationship and Nomination & Remuneration Committees.The Board has devised questionnaire to evaluate the performances of each of ExecutiveNon-executive and Independent Directors excluding the director being evaluated. Suchquestions are prepared considering the business of the Company and the expectations thatthe Board have from each of the Directors in consultation with the Nomination andRemuneration Committee. The evaluation framework for assessing the performance ofDirectors comprises of the following key areas:
i. Attendance at the meetings of the Board and Committees;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement.
During the financial year under review performance of non-independent directors theBoard as a whole and the Chairman was evaluated in a separate meeting of IndependentDirectors.
The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.
MEETINGS OF THE BOARD:
The Board met four (4) times during the year under review the details of which aregiven in the Report on Corporate Governance. The intervening gap between the twoconsecutive meetings was within the period prescribed under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(3)(c) ofthe Companies Act 2013 state that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. to be the directors have laid down internal financial followed by the company andsuch internal financial controls are adequate and were operating effectively; and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for appointment and remuneration of Directors Senior Management includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013. The Remuneration Policy is stated in the Report on Corporate Governance.
PARTICULARS OF REMUNERATION:
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The necessary disclosure with respect to the remuneration of Directors and employees asrequired under Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been appended as AnnexureII to this Report.
COMMITTEES OF THE BOARD:
There are currently three Committees of the Board which are as follows:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination & Remuneration Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" formingpart of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The composition of the Audit Committee is as under andthe same has been given in Corporate Governance Report which is annexed to this report.
As on 31st March 2016 the Audit Committee comprised of Mr. Nitin SawantIndependent Director Mrs. Poorva Dublay Independent Director and Mr. Vijaysingh PadodeChairman & Managing Director of the Company. The Audit Committee of the Companyreviews the reports to be submitted with the Board of Directors with respect to auditingand accounting matters. It also supervises the Companys financial reporting processand the disclosure of its financial information to ensure that the financial statement iscorrect sufficient and credible.
Mr. Nitin Sawant Independent Director is the Chairman of Audit Committee of theCompany.
RISKS AND AREAS OF CONCERN:
The Company has laid down a well-defined Risk Management Policy covering the riskmapping risk analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013:
All related party transactions entered during the year were in ordinary course of thebusiness and on arms length basis. No related party transactions were entered duringthe year by your Company as per Section 188 of the Companies Act 2013 which requiresapproval of the members. Accordingly the disclosure pertaining to Related PartyTransactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2 isnot applicable. The transaction of the Company with New Bonanza Impex Private Limited andMr. Vijaysingh Padode does not fall under the ambit of Section 188 of the Companies Act2013. However it is a material related party transaction as per Regulation 23 of the SEBI(Listing Obligations & Disclosure Requirement) Regulations 2015. The details of thesaid transactions are mentioned at item no. 4 of the Notice of the ensuing Annual GeneralMeeting.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
During the year under review the Company has not made any investment given guaranteeor provided security falling under the provisions of Section 186 of the Companies Act2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator court or tribunalwhich impacts the going concern status of the Company or will have bearing oncompanys operations in future.
WHISTLE BLOWER POLICY:
In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Company has adopted a Vigil mechanism / Whistle blower Policy to deal withinstance of fraud and mismanagement if any.
The mechanism also provides for adequate safeguards against victimization of directorsand employees who avail of the mechanism and also provide for direct access to theChairman of the Audit Committee in the exceptional cases. We affirm that during thefinancial year 2015-16 no employee or director was denied access to the Audit Committee.The details of the Vigil Mechanism Policy is explained in the Report on CorporateGovernance and also posted on the website of the Company i.e.http://dsjcommunication.com/announcements.php.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The provisions of Corporate Social Responsibility under Section 135 of the CompaniesAct 2013 and rules made thereunder are not applicable to the Company.
STATUTORY AUDITORS AND THEIR REPORT:
M/s. J. D. Jhaveri & Associates Chartered Accountants Mumbai (FRN:111850W) wereappointed as Statutory Auditors of the Company at the 24th Annual GeneralMeeting held on 29th September 2014 for a term of four consecutive years. Asper the provisions of Section 139 of the Companies Act 2013 the appointment of Auditorsis required to be ratified by Members at every Annual General Meeting.
Your Directors recommends the ratification of the appointment of M/s. J. D. Jhaveri& Associates Chartered Accountants Mumbai as Statutory Auditors of the Company.
In respect to Auditors remarks in their report relating to the interest andprincipal amount are not repaid regularly in respect of loans and all loans are overdue ason the date of the Balance sheet your directors would like to state that due to financialcrunch and no business activities during the year your Company could not pay interest onloan taken and repay loan on due date. The Company is taking adequate matter to improvethe situation and repay the dues.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport received from M/s. Manish Ghia & Associates Company Secretaries Mumbai isappended as Annexure III and forms part of this report.
In respect to the Secretarial Auditors remarks in their report the Directorswould like to state as under:
Non-appointment of Company Secretary and Chief Financial Officer (CFO).
The Company is in process of making the said appointments.
Delayed submission of Shareholding Pattern for the quarter ended 31stDecember 2015 to the Stock Exchanges.
The delayed submission was made inadvertently and due to unavoidable circumstances. TheCompany shall ensure timely submissions of the above in future.
Non-payment of Annual Listing Fees to National Stock Exchange of India Limited(NSE) and Ahmedabad Stock Exchange Limited (ASE) and delay in payment of Annual ListingFees to BSE Limited (BSE).
The said delay and non-payment of Annual Listing Fees to the Stock Exchanges was due tofinancial crunches faced by the Company consequent to the suspension of its businessoperations. However the Company is in process of making necessary arrangement for makingthe accrued payment.
The Company has appointed M/s. Amit B. Agarwal & Associates Chartered AccountantsMumbai as its Internal Auditors. The Internal Auditors has given their reports onquarterly basis to the Audit Committee.
Based on the report of internal audit management undertakes corrective action in theirrespective areas and thereby strengthens the control.
INTERNAL FINANCIAL CONTROL:
The Company has adopted a formal Internal Financial Control Policy during the financialyear under review. The Board evaluates the efficacy and adequacy of financialcontrolsystem in the Company its compliance with operating systems accounting procedures at alllevels and strives to maintain the Standard in Internal Financial Control.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to the Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the following have been made a part of the Annual Report:
Management Discussion and Analysis.
Report on Corporate Governance.
Auditors Certificate regarding compliance of conditions of CorporateGovernance.
LISTING OF SECURITIES:
The Companys shares are listed on BSE Limited (BSE) National Stock Exchange ofIndia Limited (NSE) and Ahmedabad Stock Exchange Limited (ASEL). However the Scrip hasbeen suspended from trading at BSE and NSE.
The Company has paid the listing fees to BSE Limited for the financial year 2015-16.
REASONS FOR SUSPENSION OF TRADING:
The Companys shares are suspended from trading on BSE Ltd. w.e.f. 28thAugust 2015 vide order of BSE Ltd. dated 25th August 2015. The prime reasonsof suspension being non-operation of any business activities in the Company weakfinancials and price of the scrip not in concurrence with the financials of the Company.The Company is in process of revoking the said suspension of trading of its shares on BSELtd.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. There was no complaint on sexual harassment reported during the yearunder review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in terms of requirements of Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 regarding Conservation ofenergy technology absorption foreign exchange earnings and outgo are as under:
A) Conservation of Energy:
a. Steps taken or impact on conservation of energy In absence of any businessactivities carried out during the year under review your directors have nothing to reportwith respect to conservation of energy. However your Company continues to implementprudent practices for saving electricity and other energy resources in day-to-dayactivities.
b. Steps taken by the Company for utilizing alternate sources of energy NotApplicable
c. The capital investment on energy conservation equipment Nil
B) Technology absorption adaption and innovation:
a. The efforts made towards technology absorption The Company continues to takeprudential measures in respect of technology absorption adaptation and take steps to usethe scarce resources effectively.
b. The benefits derived like product improvement cost reduction product developmentor import substitution
c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)
d. The expenditure incurred on Research and Development - Not Applicable.
C) Foreign Exchange Earnings and Outgo:
There were no transactions during the year under review in which foreign exchangeearnings or outgo was involved.
Your Directors take this opportunity to express their sincere appreciation for theassistance and co-operation received from all the Government departments Banks FinancialInstitutions members and other stakeholders during the year under review and also looksforward to their continued support in the future. Your Directors also wish to place onrecord their deep appreciation for the committed services of the employees of the Company.
Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
Information as required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
We hereby confirm that the remuneration paid during the year is as per the remunerationpolicy recommended by Nomination & Remuneration Committee of the Company and adoptedby the Company.