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DSJ Communication Ltd.

BSE: 526677 Sector: Media
NSE: DALALSTCOM ISIN Code: INE055C01020
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VOLUME 20
52-Week high 1.22
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Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
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DSJ Communication Ltd. (DALALSTCOM) - Director Report

Company director report

To

The members

Dsj communications limited

Your directors hereby presents the 30th annual report together with theaudited financial statements for the financial year ended 31st march 2020.

Financialh ighlights:

The financial figures for the year under review are given below:

(rs. In lakhs)

Particulars For the year ended 31st march 2020 For the year ended 31st march 2019
1. Revenue from operations 12.48 10.40
2. Other income 28.70 0.03
3. Total income 41.18 10.43
4. Total expenses 74.01 22.65
5. Profit/ (loss) before finance cost depreciation and Taxes (32.83) (12.22)
Less: finance cost 1.58 7.75
Less: depreciation (net) - -
6. Profit/(loss) before tax (34.41) (19.97)
7. Less: provision for tax - -
8. Profit/(loss)after tax (34.41) (19.97)
9. Other comprehensive income - -
10. Total comprehensive income/(loss) (34.41) (19.97)
11. Balance of profit/(loss) as per last balance sheet (5083.87) (5063.90)
12. Balance of profit/(loss) carried to balance sheet (5118.28) (5083.87)

Review of operations:

During the year under review the company has registered a turnover of rs.12.48/- lakhs(previous year rs. 10.40/-lakhs) and net loss after tax of rs.34.41/- lakhs (previous yearnet loss rs.19.97/- lakhs). Your company is undertaking active efforts towardsaccelerating the growth speed and is optimistic about better performance in the future.

Emergence of covid-19:

The outbreak of coronavirus (covid-19) pandemic is causing disruption and slowdown ofeconomic activities across the world and impacting the operation of the business. On 24thmarch 2020 government of india ordered nationwide lock down initially for 21 days whichfurther extended from time to time till 3rd may 2020 to prevent communityspread of covid 19.

Due to implementation of lock down in march 2020 the company lost a small amount ofrevenue. The management has performed detailed assessment its liquidity position andrecoverability position of assets as on balance sheet date and has concluded that based oncurrent indicators of the future economic condition there is no impact on carrying valueof the current assets. In evaluating the possible impact due to covid 19 the company hasused internal and external sources of information available till date. Considering thenature of covid 19 the company will closely monitor any material changes to futureeconomic conditions impact of its business if any.

State of the company affairs:

The company operates in single segment i.e. Printing and publishing of newspaper &magazines. However the company is in the process of exploring other options.

Dividend:

In view of the accumulated losses the board of directors do not recommend payment ofdividend for the year under review.

Transfer to reserves:

During the year under review your company has not made any transfer to reserves.

Share capital of the company:

There was no change in the authorised & paid up share capital of financialyearended the company during the 31st march 2020.

As at end of the financial year under review the authorised share capital stood atrs.106500000/- (rupees ten crores Sixty five lakhs only) and paid-up share capitalstood at rs.74196500/- (rupees seven crores forty one lakhs ninety six thousand fivehundred only) which includes calls in arrears of rs. 5785000/- (rupees fifty seven lakhseighty five thousand only).

Change in the nature of business of the company:

There was no change in the nature of business during the financial year under review.

Public deposits:

During the year under review the company has not accepted any deposits within themeaning of sections 73 and 76 of the companies act 2013 ("the act") read withcompanies (acceptance of deposits) rules 2014.

Extract of annual return:

An extract of annual return in form mgt 9 is appended to this report as "annexurei." The same is also being made available on the website of the company athttp://www.dsjcommunication.com

holdingsubsidiaries joint venture and associate companies:

The company does not have any holding subsidiary joint venture or associate companyas on 31st march 2020. Also no company ceased to be a subsidiary jointventure or associate during the year under review. Hence the requirement of reporting thehighlights of performance of subsidiaries associates and joint venture companies andtheir contribution to the overall performance of the company during the period underreview does not arise.

Directors and key managerialpe rsonnel:

The company has lost its beloved leader mr. Vijaysingh padode promoter then chairman& managing director of the company who passed away on 13th august 2019.The company placed its gratitude for his valuable contribution guidance which led thecompany to the path of growth during his tenure as chairman & managing director ofthe company.

The board has appointed mr. Sanjay padode (din: 00338514) son of mr. Vijaysingh padodeas managing director designated as chairman & managing director of the company for aterm of 5 (five) years with effect from 30th august 2019 which is dulyapproved by the members in the 29th annual general meeting of the company heldon 30th september 2019.

The members at the 29th annual general meeting held on 30thseptember 2019 regularized the appointment of mr. Ganesh pawar (din: 07547400) as anindependent director of the company for a term of 5 (five) consecutive years w.e.f.14thnovember 2018.

In accordance with the provisions of section 152 of the act read with rules made thereunder and the articles of association of the company mr. Sanjay padode chairman &managing director of the company retires by rotation at the ensuing annual generalmeeting and being eligible has offered himself for re-appointment.

As stipulated under regulation 36(3) of sebi (listing obligations and disclosurerequirements) regulations 2015 ("listing regulations") and secretarial standardon general meetings (ss-2) issued by the institute of company secretaries of india (icsi)brief resume of the director mr. Sanjay padode proposed to be re-appointed is annexed tothe notice convening the 30th annual general meeting of the company.

The company has received declaration from all the independent directors of the companyconfirmingthat they meet the criteria of independence as prescribed under section 149(6)of the act and regulation 16(1)(b) of the listing regulations. There has been no changein the circumstances affecting their status as independent directors of the company. TheIndependent directors of the company have undertaken requisite steps towards the inclusionof their names in the data bank of independent directors maintained with the indianinstitute of corporate affairs in terms of section 150 of the act read with rule 6 of thecompanies (appointment & qualification of directors) rules 2014 as per the ministryof corporate affairs notification dated 22nd october 2019.

As on 31st march 2020 mr. Arvind manor chief financial officer and mr.Sanjay padode chairman & managing director of the company are the key managerialpersonnel of the company as per the provisions of the act.

Ms. Disha shah anassociate member of institute of company secretaries of india wasappointed as the company secretary & compliance officer of the company with effectfrom 01st july 2020 however she resigned from her office with effect from 27thaugust 2020 on personal grounds.

Directors' responsibility statement:

Pursuant to the provisions of section 134(3)(c) of the act the board of directorsstate 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. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year 31 stmarch 2020 and of the loss of the company for that period;

c. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and f.They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Meetings of the board:

The board meets at regular intervals to discuss and decide on companies/ businesspolicy and strategy apart from other board businesses. The notice of the board meeting isgiven well in advance to all the directors of the company. The agenda of the board/committee meeting is circulated 7 (seven) days prior to the date of the meeting unlessthe matter is urgent to enable the director to take an informed decision.

During the year under review the board of directors met 6 (six) times on 30thmay 2019 14th august 2019 (met twice as the meeting was postponed on the sameday) 30th august 2019 14th november 2019 and 14thfebruary 2020 and the maximum time gap between two board meetings did not exceed onehundred and twenty days. The necessary quorum was present for all the meetings.

The details of attendance of the director at the meeting is held during the year underreview is stated herewith:

Sr. No. Name of directors Category No. Of meetings of board attended
1. *mr. Vijaysingh padode Chairman & managing director (upto 12th august 2019) 1
2. Mr. Sanjay padode Non-executive director (upto 29th august 2019) 6
Chairman & managing director (w.e.f. 30th august 2019)
3. Mr. Nitin sawant Independent director 6
4. Mrs. Sujata poojari Independent director 6
5. Mr. Ganesh pawar Independent director 6

* mr. Vijaysingh padode expired on 13th august 2019

separate meeting of independent directors:

As stipulated by the code of independent directors under schedule iv of the act andregulation 25(3) of the listing regulations a separate meeting of the independentdirectors of the company was held on 14th february 2020 to review theperformance of non-independent directors (including the chairman) and the board as wholeand to ensure that system devised for checking the flow of information between the boardand the management is operating effectively and vice versa.

Annualpe rformance evaluation by the board its committees and of individual directors:

Pursuant to the provisions of the act and regulation 17(10) of the listing regulationsa formal annual evaluation needs to be made by the board of its own performance and thatof its committees and individual director. Schedule iv to the act states that theperformance evaluation of the independent directors shall be done by the entire board ofdirectors excluding the director being evaluated. The board works with the nomination andremuneration committee to lay down the evaluation criteria.

The board has carried out evaluation of its own performance the directors individuallyas well as the working of its audit committee nomination & remuneration committee andstakeholders' relationship committee of the company. The board has devised questionnaireto evaluate the performances of each of executive non-executive and independentdirectors. Such questions are prepared considering the business of the company and theexpectations that the board have from each of the directors. The evaluation framework forassessing the performance of directors comprises of the following key areas:

i. Attendance at board meetings and committee meetings;

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.

Committees of the board:

During the year the committees of the board were re-constituted in accordance with theprovisions of the act and listing regulations.

There are currently 3 (three) committees of the board which are as follows:

1. Audit committee;

2. Stakeholders' relationship committee; and

3. Nomination and remuneration committee.

The composition of the committees as on 31st march 2020 are as follows:

Name of committee Name of the committee Members Category Chairman / member
1 Audit committee Mr. Nitin sawant Independent Chairman
Mr. Sanjay padode Executive Member
Mrs. Sujata poojari Independent Member
2 Nomination and Mr. Nitin sawant Independent Chairman
Remuneration committee Mr. Ganesh pawar Independent Member
Mrs. Sujata poojari Independent Member
3 Stakeholders' Mr. Nitin sawant Independent Chairman
Relationship committee Mr. Sanjay padode Executive Member
Mrs. Sujata poojari Independent Member

1. Audit committee:

the board has constituted an audit committee in accordance with the requirement ofsection 177 of the act and regulation 18 of the listing regulations. As at 31stmarch 2020 the audit committee comprised of two independent directors and one executivedirector of the company. The audit committee of the company reviews the reports to besubmitted with the board of directors with respect to auditing and accounting matters. Italso supervises the company's internal control and financial reporting process. During thefinancial year 2019-20 the audit committee met 5 (five) th may 2019 14thaugust 2019 30 timeson30 th august 2019. 14th november 2019 and 14thfebruary 2020 and the maximum time gap between two meetings did not exceed one hundredand twenty days.

the composition and attendance of the members at the audit committee meetings heldduring the financial year

2019-2020 are as follows:

Name of the members Designation

No. Of meetings

Held Attended
Mr. Nitin sawant Chairman 5 5
Mrs. Sujata poojari Member 5 5
Mr. Vijaysingh padode* Member (upto 12th august 2019) 1 1
Mr. Sanjay padode Member (w.e.f. 14th august 2019) 4 4

* mr. Vijaysingh padode expired on 13th august 2019.

mr. Nitin sawant chairman of the audit committee was present at the last annualgeneral meeting of the company held on 30th september 2019. The companysecretary and/or compliance officer of the company acts as the Secretary to the committee.

the terms of reference of this committee are wide. Besides having access to all therequired information from the company; the committee acts as a link between the statutoryauditors and the board of directors of the company. The scope of the activities and theterms of reference of the audit committee are as under:

the terms of reference of the audit committee are as per the guidelines set out inregulation 18 of the listing regulations read with section 177 of the act. These broadlyinclude:

develop an annual plan for committee.

review of financial reporting processes.

review of risk management internal control and governance processes.

discussions on quarterly half yearly and annual financial statements.

interaction with statutory internal and cost auditors.

recommendation for appointment remuneration and terms of appointment of auditors.

risk management framework concerning the critical operations of the company.

scrutiny of inter-corporate loans.

utilization of loans/advances /investment if any made by the holding company in thesubsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiarywhichever is lower including existing loans / advances / investments.

in addition to the above the audit committee also reviews the following:

matter to be included in the director's responsibility statement.

changes if any in the accounting policies.

major accounting estimates and significant adjustments in financial statement.

compliance with listing and other legal requirements concerning financial statements.

disclosures in financial statement including related party transactions.

management's discussions and analysis of company's operations.

periodical review of internal audit reports.

findings of any special investigations carried out by the statutory auditors.

letters of statutory auditors to management on internal control weakness if any.

major non routine transactions recorded in the financial statements involving exerciseof judgment by the management.

recommend to the board the appointment re-appointment and if required the replacementor removal of the statutory auditors considering their independence and effectiveness andrecommend the audit fees.

approval of appointment of chief financial officer after assessing thequalificationsexperience and background etc. Of the candidate.

functioning of whistle blower mechanism and its policy.

2. Nomination and remuneration committee:

in terms of provisions of section 178 of the act the nomination and remunerationcommittee should comprise of at least three directors; all of whom should be non-executivedirectors. At least half of the committee members should be independent with anindependent director acting as the chairman of the committee.

the composition of the nomination and remuneration committee is in compliance with theprovisions of section 178 of the act and regulation 19 of the listing regulations. Thenomination and remuneration committee recommends the remuneration payable to executivedirectors of the company. The company pays no sitting fees to independent directors forattending board and committee meetings and professional services rendered to the company.

during the financial year 2019-20 the nomination and remuneration committee met 3(three) times on 30th may 2019 14th august 2019 and 30thaugust 2019.

the composition and attendance of the members at the nomination & remunerationcommittee meetings held during the financial year 2019-2020 are as follows:

Name of the members Designation

No. Of meetings

Held Attended
Mr. Nitin sawant Chairman 3 3
Mr. Sanjay padode Member (upto 13th august 2019) 1 1
Mrs. Sujata poojari Member 3 3
Mr. Ganesh pawar Member (w.e.f. 14th august 2019) 2 2

mr. Nitin sawant chairman of the nomination & remuneration committee was presentat the last annual general meeting of the company held on 30th september 2019.The company secretary and/or compliance officer of the

Company acts as the secretary to the committee.

Terms of reference of the nomination & remuneration committee:

the committee is empowered to:

formulate criteria for determining qualifications positive attributes and independenceof directors and evaluating the performance of the board of directors.

identify and assess potential individuals with respect to their expertise skillsattributes personal and professional standing for appointment and re-appointment asdirectors / independent directors on the board and as key managerial personnel.

formulate a policy relating to remuneration for the directors and the senior managementemployees.

determine terms and conditions for appointment of independent directors. The same isalso available on the website of the company athttp://www.dsjcommunication.com/announcements.php

recommend to the board all remuneration in whatever form payable to seniormanagement.

performance evaluation criteria of independent directors:

pursuant to the provisions of section 178 of the act read with schedule iv to the actand regulation 18 of the listing regulations and schedule ii to the listing regulationsthe nomination and remuneration committee has formulated a policy on board evaluation andevaluation of individual directors. The evaluation is based on various factors which areas follows:

attendance at board and committee meetings level of participation

contribution to the development of strategies and risk assessment and management

overall interaction with the other members of the board

remuneration policy:

the company follows a policy on remuneration of directors and senior management andother employees.

selection:

any person to be appointed as a director on the board of directors of the company or askmp or senior Management personnel including independent directors shall possessappropriate skills experience and knowledge in one or more fields of sciences actuarialsciences banking finance economics law management sales marketing administrationresearch corporate governance or technical operations.

any person to be appointed as a director on the board of the company shall possess therelevant experience and shall be able to provide policy directions to the companyincluding directions on good corporate governance.

while appointing any person as chief executive officer managing director or awhole-time director of the company his/ her educational qualification work experienceindustry experience etc. Shall be considered.

remuneration of executive directors:

at the time of appointment or re-appointment the executive directors shall be paidsuch remuneration as may be mutually agreed between the company (which includes thenomination & remuneration committee and the board of directors) and the executivedirectors within the overall limits prescribed under the act;

the remuneration shall be subject to the approval of the members of the company ingeneral meeting;

in determining the remuneration the nomination & remuneration committee shallconsider the following:

1. The relationship of remuneration and performance benchmark is clear;

2. Balance between fixed and incentive pay reflectingshort and long-term performanceobjectives appropriate to the working of the company and its goals;

3. Responsibility of the managing directors and the industry benchmarks and the currenttrends;

4. The company's performance vis--vis the annual budget achievement and individualperformance.

remuneration of non-executive directors:

the non-executive directors shall be entitled to receive remuneration by way of sittingfees reimbursement of expenses for participation in the board / committee meetings. Anon-executive director shall be entitled to receive sitting fees for each meeting of theboard or committee of the board attended by him of such sum as may be approved by theboard of directors within the overall limits prescribed under the act read with companies(appointment and remuneration of managerial personnel) rules 2014.

the non-executive directors had no pecuniary relationship or transactions with thecompany during the financial year 2019-20.

the independent directors of the company shall not be entitled to participate in stockoption scheme of the company if any introduced by the company.

remuneration of senior management employees:

in determining the remuneration of the senior management employees (i.e. Kmps andexecutive committee members) the nomination & remuneration committee shall considerthe following:

1. The relationship of remuneration and performance benchmark is clear;

2. The fixed pay reflectingshort and long-term performance objectives appropriate tothe working of the company and its goals;

3. The components of remuneration includes salaries perquisites and retirementbenefits;

4. The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the company's performancevis--vis the annual budget achievement industry benchmark and current compensationtrends in the market.

the company has adopted a policy i.e. Criteria for appointment of directors kmps andsenior management personnel as per the listing regulations.

during the financial year under review no remuneration was paid to any of thedirectors of the company. Further the company has not granted any stock options.

3. Stakeholders' relationship committee:

the composition of the stakeholders' relationship committee is in compliance with theprovisions of section 178 of the act and regulation 20 of the listing regulations.

the committee is empowered to oversee the redressal of investors' complaints pertainingto share transfers non-receipt of annual reports dividend payments issue of duplicatecertificates transfer /transmission /demat /remat of shares and other miscellaneouscomplaints. This committee is responsible for the satisfactory redressal of investors'complaints and recommends measures for overall improvement in the quality of investorservices.

during the financial year 2019-20 the stakeholder's relationship committee met 4(four) times on 30th may 2019 14th august 2019 14thnovember 2019 and 14th february 2020.

the composition and attendance of the members at the stakeholder's relationshipcommittee meetings held during the financial year 2019-2020 are as follows:

Name of the directors Designation

No. Of meetings

Held Attended
Mr. Nitin sawant Chairman 4 4
Mr. Vijaysingh padode* Member & compliance officer (upto 12th august 2019) 1 1
Mrs. Sujata poojari Member 4 4
Mr. Sanjay padode Member & compliance officer (w.e.f.14th august 2019) 3 3

* mr. Vijaysingh padode expired on 13th august 2019.

mr. Nitin sawant chairman of the stakeholder's relationship committee was present atthe last annual general meeting of the company held on 30th september 2019.The company secretary and/or compliance officer of the Company act as the secretary to thecommittee and oversees the redressal of the investors' grievances.

status of investors' complaint as on end of the financial year 2019-20 is statedherewith:

Opening at the Beginning of the year Received during the year Resolved during the Year Pending at the end of The year
1 1 2 0

Vigil mechanism/ whistle blower policy:

In accordance with section 177 of the act the company has adopted a vigil mechanism /whistle blower policy to deal with instance of fraud and mismanagement if any.

The company had established a mechanism for directors and employees to report concernsabout unethical behavior actual or suspected fraud or violation of our code of conductand ethics. The mechanism also provides for adequate safeguards against victimization ofdirectors and employees who avail of the mechanism and also provide for direct access tothe chairman of the audit committee in the exceptional cases.

We affirm that during the financial year 2019-20 no employee or director was deniedaccess to the audit committee. The Vigil mechanism policy is available on the website ofthe company at http://dsjcommunication.com/announcements.php.

Particulars of the employees and remuneration:

Pursuant to section 197 of the act read with rule 5(1) of the companies (appointmentand remuneration of managerial personnel) rules 2014 details of ratio of remuneration ofeach director to the median employee's remuneration are appended to this report as "annexureii".

Further the information as required under the provisions of section 197 of the actread with rule 5(2) and of the companies (appointment and remuneration of managerialpersonnel) rules 2014 is appended to this report as "annexure ii". Duringthe year under review no employee was in receipt of remuneration exceeding the limits asprescribed under provisions of section 197 of the act and rules 5(2) and 5(3) of companies(appointment and remuneration of managerial personnel) rules 2014.

Risk management:

The company has laid down a well-defined risk management policy covering the riskmapping risk analysis trend analysis risk exposure potential impact and riskmitigation process. A detailed exercise is being carried out to identify evaluate manageand monitor both business and non-business risks. The board periodically reviews the risksand suggests steps to be taken to control and mitigate the same through a properly definedframework.

Particulars of contracts or arrangements with related parties:

All the related party transactions transacted during the year under review were in theordinary course of business and were on arm's length basis and the same are reported inthe notes to the financial statements. Accordingly the disclosure pertaining to relatedparty transactions as required under section 134(3) of the companies act 2013 in formaoc-2 is not applicable.

The policy on dealing with related party transactions is available on company's websiteat http://www.dsjcommunication. Com/announcements.php

particulars of loans guarantees or investments:

The details of loans guarantee or investment made by the company under the provisionsof section 186 of the act are provided in the notes to the financial statements.

Details of policy developed and implemented by the company on corporate socialresponsibility initiatives:

The provisions of corporate social responsibility under section 135 of the act andrules made thereunder are not applicable to the company. Therefore the company has notdeveloped and implemented any policy on corporate social responsibility initiatives.

Statutory auditors:

As per the provisions of section 139 of the act read with the companies (audit andauditors) rules 2014 m/s. J. D. Jhaveri & associates chartered accountants mumbai(frn: 111850w) were appointed as statutory auditors of the company at the 28thannual general meeting held on 29th september 2018 for a term of 5 (five)consecutive years i.e. Upto the conclusion of 33rd annual general meeting to beheld for the financial year ending 31st march 2023.

The statutory auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they have not been disqualified in any mannerfrom continuing as the statutoryauditors of the company.

Auditors' report:

There were no adverse remarks or qualifications made by the auditors of the company intheir report on the financial statements of the company for the financial year underreview.

Details in respect of fraud reported by auditors:

Pursuant to section 143(12) of the act during the year under review there were nofrauds reported by the auditors of the company to the audit committee or the board ofdirectors. Hence there is nothing to report under section 134(3)(ca) of the act.

Secretarial auditors:

Pursuant to the provisions of section 204 of the act read with companies (appointmentand remuneration of managerial personnel) rules 2014 the secretarial audit reportreceived from m/s. Pankaj nigam & associates company secretaries ghaziabadisappended as "annexure – iii" and forms part of this report.

In respect of the secretarial auditors' remarks in their report the directors wouldlike to state as under:

a) the company does not have a company secretary as required under section 203 of theact from 12th april 2019;

reply: the company was in search of a suitable candidate for the said position from12th april 2019 who shall be competent and in possession of the requisiteexpertise. The company appointed ms. Disha shah as the Company secretary & complianceofficer with effect from 01st july 2020. However she resigned from her office witheffect from 27th august 2020 on personal grounds.

B) the compliance officer appointed w.e.f. 12th april 2019 under regulation 6 of lodris not a qualified company Secretary as required under the said regulations;

reply: the company did not have a qualified company secretary as a result mr.Sanjay padode was appointed as the compliance officer of the company.

C) the submission of annual secretarial compliance report for the year ended 31stmarch 2019 to stock exchange was delayed by one day;

reply: there was an inadvertent delay in submission of annual secretarialcompliance report by one day.

However you may note that during the financial year 2018-19 the provisions ofcorporate governance including submission of annual secretarial compliance report was notapplicable to the company but we voluntarily adopted the practice of complying with thesaid provisions.

D) the payment of listing fees to national stock exchange of india limited (nse) andbse limited (bse) has not been made within the stipulated time limit;

reply: owing to the financial difficulties there was a delay in payment of listingfees to the stock exchanges.

The company however has repaid all the dues to both stock exchanges which werepending since several years. As on date of this report there is no outstanding duespayable to any of the stock exchanges.

E) the company is yet to comply with the requirement under sebi (prevention of insidertrading) regulations 2015 for maintaining a structured digital database of name ofpersons entities with whom unpublished price sensitive information (upsi) is shared andfurther in the absence of necessary documentary proof compliance with the requirementunder regulation 3(2b) of giving due notice to persons to whom such upsi is shared formaintaining confidentiality of the upsi could not be confirmed;

reply: the company is already in negotiations with the service provider and isin process of complying with the same. During the year under review there were noinstances of trading by the insiders when in possession of the unpublished price sensitiveinformation pertaining to the company. The management takes due care of handling theunpublished price sensitive information and compliance of other applicable provisions ofsebi (prohibition of insider trading) regulations 2015.

F) as required under sebi circular no. Sebi/ ho/ cfd/dcr1/cir/p/2018/85- dated. 28thmay 2018 as amended by subsequent circular(s) [relating to system driven disclosures insecurities market] the submission of data to national securities depository limited(nsdl) was delayed;

reply: pursuant to the aforesaid circular the company has submitted the data tocentral depository services

Limited (cdsl) on time however due to technical difficulties faced by the companythere was unintentional delay in submission of data to national securities depositorylimited (nsdl).

G) as required under sebi circular no. Sebi/ho/mirsd/dop1/cir/p/2018/73 dated 20thapril 2018 as amended by circular dated 16th july 2018 (relating tostrengthening and raising of industry standards of rta); letter and subsequent reminders(to shareholders whose pan and bank account details are not available on record forproviding the same) have not been sent by company/registrar and transfer agent.

reply: the same was missed out inadvertently; however the company has sent thenecessary reminders to the shareholders by way of notes to the notice of annual generalmeetings of the company.

I nte rnal auditor:

Pursuant to the provisions of section 138 of the act read with companies (accounts)rules 2014 the company has appointed mr. Amit b. Agarwal & associates charteredaccountants mumbai as internal auditor of the company. The internal auditor submits hisreports on quarterly basis to the audit committee.

Based on the report of internal audit management undertakes corrective actions intheir respective areas and thereby strengthens the significantaudit observations andcorrective actions thereon are presented to the audit controls.

Committee of the board.

Nte i rnal financial control with reference to the financial statements:

The company has in place an adequate internal financial control system. The boardevaluates the efficiency and adequacy of financial control system in the company itscompliance with operating systems accounting procedures at all levels and strives tomaintain the standard in internal financial control.

Listing of securities:

The company's shares are listed on bse limited (bse) and national stock exchange ofindia limited (nse). However the scrip has been suspended from trading at bse and nse.The company is in process of revoking the said suspension of trading on the stockexchanges.

The company has paid the annual listing fees for the year 2019-20 to both the stockexchanges. The company has also paid the outstanding annual listing fees of previous yearsto both the stock exchanges.

Reasons for suspension of trading:

The prime reasons of suspension being non-operation of any business activities in thecompany weak financials and price of the scrip not in concurrence with the financials ofthe company.

Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which the financial statementsrelate and the date of the report:

No material changes and commitment affecting the financial positions of the companyoccurred between the end of the f.y 2019-20 to which this financial statement relates andthe date of thisreport.

Report on corporate governance:

As per the provisions of regulation 15(2) of listing regulations the provisions relatedto corporate governance shall not apply to a listed entity having paid up share capitalnot exceeding rupees ten crores and networth not exceeding Rupees twenty five crores ason the last day of the previous financial year.

As on the last day of the previous financial year 2018-19 the paid up share capitaland networth of the company was below the threshold limits stated above thereby thecompany is not required to comply with the above provisions of corporate governance.Accordingly the report on corporate governanceandcertificateregarding compliance ofconditions of corporate governance are not made a part of the annual report.

Pursuant to the regulation 34(2)(e) of listing regulations the report on managementdiscussion and analysis is a part of the annual report.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the company or will have bearing on company's operations infuture.

I n formation under the sexualh arrassment of women at workplace (preventionprohibition and redressal) act 2013:

The company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the sexual harassment of women atworkplace (prevention prohibition and redressal) act 2013 and the rules thereunder. Thecompany was not required to constitute the internal complaints committee pursuant to theprovisions of the said act. There was no complaint received by the company on sexualharassment during the year under review.

Conservation of energy technology absorption foreign exchange earnings and outgo:

Pursuant to the provisions of section 134 (3) (m) of the act read with rule 8 of thecompanies (accounts) rules 2014 details regarding conservation of energy technologyabsorption foreign exchange earnings and outgo are as under:

A) conservation of energy:

a. Steps taken or impact on conservation of energy – the operations of the companydo not consume energy intensively. However the company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

B. Steps taken by the company for utilizing alternate sources of energy – thoughthe activities undertaken by the company are not energy intensive the company shallexplore alternative sources of energy as and when the necessity arises.

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 not Applicable.

C. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) – not applicable.

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.

Maintenance of cost records:

The provisions of rule 8(5)(ix) of companies (accounts) rules 2014 of section 134(3)of the act regarding maintenance of cost records are not applicable to the company.

Compliance with secretarial standards:

The company has devised proper systems to ensure compliance with the applicablesecretarial standards issued by the institute of company secretaries of india and thecompany complies with all the applicable provisions of the same during the year underreview.

Acknowledgement:

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 employees during the year under review and also looks forward totheir continued support in the future.

Your directors also wish to place on record their deep appreciation for the committedservices of the employees of the company.

Form no. Mgt-9

extract of annual return

(as on the financial year ended on 31 st march 2020)

[pursuant to section 92(3) of the companies act 2013 and rule 12(1) of the companies(management and administration) rules 2014] i. Registration and other details:

1. Cin L22120mh1989plc054329
2. Registration date 21st november 1989
3. Name of the company Dsj communications limited
4. Category/sub-category of the company Public company limited by shares and indian non-government Company
5. Address of the registered office and Contact details 31–a noble chambers 4th floor
Janmabhoomimarg fort mumbai 400001.
Tel: 022-4347 6012/13
E-mail: compliance.dsj@gmail.com
Website: www.dsjcommunication.com
6. Whether listed company Yes
Bse limited and
National stock exchange of india limited
7. Name address and contact details of Registrar and transfer agent if any Sharex dynamic (india) private limited
C-101 247 park lbs marg
Vikhroli west mumbai – 400 083
Tel: 022 28515606/644 28516338;
Fax: 022 28512885;
Email: investor@sharexindia.com
Website: www.sharexindia.com

Ii. Principal business activities of the company:

all the business activities contributing 10% or more of the total turnover of thecompany shall be stated:

Name and description of main product/services Nic code of the Product / service % to total turnover of The company
Other publishing activities (including on-line) n.e.c. 58199 100%

Iii. Particulars of holding subsidiary and associate companies: nil

Iv. Share holding pattern (equity share capital breakup as percentage of total equity)

i. Category-wise share holding

Category of Shareholders No. Of shares held at the beginning of the Year

No. Of shares held at the end of the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total % of Total Shares

% Change During The Year

A. Promoter
(1) indian
(a) individual / Huf

7874830

-

7874830

9.96

7874830

-

7874830 9.96

-

(b) central govt.

-

-

-

-

-

-

- -

-

(c) state govts.

-

-

-

-

-

-

- -

-

(d) bodies corp.

15175171

6090000

21265171

26.89

15175171

6090000

21265171

26.89

-
(e) banks / fi

-

-

-

-

-

-

-

-

-
(f) others

-

-

-

-

-

-

-

-

-
Sub-total (a)(1)

23050001

6090000

29140001

36.85

23050001

6090000

29140001

36.85

-
(2) foreign
(a) nris – Individuals

-

-

-

-

-

-

-

-

-
(b) other – Individuals

-

-

-

-

-

-

-

-

-
(c) bodies corp.

-

-

-

-

-

-

-

-

-
(d) banks / fi

-

-

-

-

-

-

-

-

-
(e) others

-

-

-

-

-

-

-

-

-
Sub-total (a)(2)

-

-

-

-

-

-

-

-

-
Total Shareholding of Promoters (a) = (a)(1) + (a)(2)

23050001

6090000

29140001

36.85

23050001

6090000

29140001

36.85

-
B. Public
(1) institutions
(a) mutual funds

-

-

-

-

-

-

-

-

-
(b) banks / fi

181000

658000

839000

1.06

181000

658000

839000

1.06

-
(c) central govt.

-

-

-

-

-

-

-

-

-
(d) state govt.

-

-

-

-

-

-

-

-

-
(e) venture Capital funds

-

-

-

-

-

-

-

-

-
(f) insurance Companies

-

400000

400000

0.51

-

400000

400000

0.51

-
(g) fiis

-

-

-

-

-

-

-

-

-
(h) foreign Portfolio Corporate

-

1008000

1008000

1.27

-

108000

1008000

1.27

-
(i) foreign Venture capital Funds

-

-

-

-

-

-

-

-

-
(j) others

-

-

-

-

-

-

-

-

-
Sub-total (b)(1)

181000

2066000

2247000

2.84

181000

2066000

2247000

2.84

(2) non Institutions
(a) bodies Corp.
(i) indian

1162078

6553000

7715078

9.76

1024995

6553000

7577995

9.58

(0.18)
(ii) overseas

-

-

-

-

-

-

-

-

-

 

(b) individuals
(i) individual Shareholders Holding nominal Share capital Upto rs. 1 lakh 21987573 16970100 38957673 49.26 22084582 16967100 39051681 49.38 0.12
(ii) individual Shareholders Holding nominal Share capital in Excess of rs. 1 Lakh 938652 0 938652 1.19 986669 - 986669 1.25 0.06
(c) others
Director 700 - 700 0.00 700 - 700 0.00 -
Clearing member 38600 - 38600 0.05 11857 - 11857 0.02 (0.03)
Nri 13796 30000 43796 0.06 35596 30000 65596 0.08 0.02
Sub-total (b)(2) 24141399 23553100 47694499 60.31 24141399 23553100 47694499 60.31 -
Total public Shareholding (b) = (b)(1) + (b)(2) 24322399 25619100 49941499 63.15 24322399 25619100 49941499 63.15 -
C. Shares held By custodian For gdrs & Adrs - - - - - - - - -
Grand total (a+b+c) 47372400 31709100 79081500 100.00 47372400 31709100 79081500 100.00 -

ii. Shareholding of promoters and promoters' group:

Shareholder's name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. Of Shares % of total Shares Of the Company % of shares Pledged / Encumbered To total Shares No. Of Shares % of total Shares Of the Company % of shares Pledged / Encumbered To total Shares % Change In share Holding During The year
1. Mr. Pratap padode 15760 0.02 - 15760 0.02 - -
2. Mr. Rajesh padode 2444700 3.09 - 2444700 3.09 - -
3. Mr. Sanjay padode 2937200 3.71 - 2937200 3.71 - -
4. *late mr. Vijaysingh Padode 2477170 3.13 - 2477170 3.13 - -
5. Nine media and Information services Limited 76551 0.10 - 76551 0.10 - -
6. Dataline & research Technologies (india) Limited 6620 0.01 - 6620 0.01 - -
7. Dsj finance Corporation limited 6090000 7.70 - 6090000 7.70 - -
8. Narad investments & trading private Limited 6692000 8.46 - 6692000 8.46 - -
9. Padode Communications Private limited 8400000 10.62 - 8400000 10.62 - -
Total 29140001 36.85 - 29140001 36.85 - -

(note: *mr. Vijaysingh padode expired on 13th august 2019)

iii. Change in promoters' shareholding:

Promoters' name

Shareholding at the beginning Of the year

Cumulative shareholding During the year

No. Of shares % of total Shares of the Company No. Of shares % of total Shares of the Company
1 Mr. Pratap padode
A At the beginning of year 15760 0.02 - -
B Changes during the year No change during the year
C At the end of year - - 15760 0.02
2. Mr. Rajesh padode
A At the beginning of year 2444700 3.09
B Changes during the year No change during the year
C At the end of year - - 2444700 3.09
3 Mr. Sanjay padode
A At the beginning of year 2937200 3.71 - -
B Changes during the year No change during the year
C At the end of year - - 2937200 3.71
4 *late mr. Vijaysingh padode
A At the beginning of year 2477170 3.13 - -
B Changes during the year No change during the year
C At the end of year - - 2477170 3.13
5 Nine media and information services limited
A At the beginning of year 76551 0.10 - -
B Changes during the year No change during the year
C At the end of year - - 76551 0.10
6 Dataline & research technologies (india) limited
A At the beginning of year 6620 0.01 - -
B Changes during the year No change during the year
C At the end of year - - 6620 0.01

(note: *mr. Vijaysingh padode expired on 13th august 2019.)

7 Dsj finance corporation limited
A At the beginning of year 6090000 7.70 - -
B Change during the year No change during the year
C At the end of year - - 6090000 7.70
8 Narad investments & trading private limited
A At the beginning of year 6692000 8.46 - -
B Change during the year No change during the year
C At the end of year - - 6692000 8.46
9 Padode communications private limited
A At the beginning of year 8400000 10.62 - -
B Change during the year No change during the year
C At the end of year - - 8400000 10.62

Iv. Shareholding pattern of top ten shareholders (other than directors promoters andholders of gdrs and adrs):

Sr. No. Shareholders' name

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. Of shares % of total shares of the company No. Of shares % of total shares of the company
1 bajaj auto limited
A at the beginning of year 3000000 3.794 - -
B change during the year No change during the year
C at the end of year - - 3000000 3.794
2 gujarat industrial invest corp ltd
A at the beginning of year 2364000 2.989 - -
B change during the year No change during the year
C at the end of year - - 2364000 2.989
3 headley enterprises ltd
A at the beginning of year 1000000 1.265 - -
B change during the year No change during the year
C at the end of year - - 1000000 1.265
4 bank of india
A at the beginning of year 591000 0.747 - -
B change during the year No change during the year
C at the end of year - - 591000 0.747

 

5 maharashtra state financial corp
A at the beginning of year 400000 0.506 - -
B change during the year No change during the year
C at the end of year - - 400000 0.506
6 mr. Indra kumar bagri
A at the beginning of year 204500 0.259 - -
B changes during the year
Date Reason
12.04.2019 Sell (3500) (0.004) 201000 0.254
19.04.2019 Buy 3500 0.004 204500 0.259
10.05.2019 Sell (3500) (0.004) 201000 0.254
17.05.2019 Buy 3500 0.004 204500 0.259
C at the end of year - - 204500 0.259
7 kjmc financial services
A at the beginning of year 200000 0.253 - -
B change during the year No change during the year
C at the end of year - - 200000 0.253
8 rama murthy batchu
A at the beginning of year 127800 0.162 - -
B change during the year
Date Reason
10-01-2020 Buy 38517 0.049 166317 0.210
31-03-2020 Buy 9500 0.012 175817 0.222
C at the end of year - - 175817 0.222
9 mr. Lalit kulthia
A at the beginning of year 160000 0.202 - -
B change during the year No change during the year
C at the end of year - - 160000 0.202
10 bank of baroda
A at the beginning of year 145000 0.183 - -
B changes during the year No change during the year
C at the end of year - - 145000 0.183
11 prime securities limited
A at the beginning of year 132000 0.167 - -
B changes during the year No change during the year
C at the end of year - - 132000 0.167

V. Shareholding of directors and key managerial personnel:

For each of the directors and kmp Name of the director/kmp

Shareholding at the beginning Of the year

Shareholding at the end of the Year

No. Of shares % of total Shares of the Company No. Of shares % of total Shares of the Company
1. *late mr. Vijaysingh padode 2477170 3.13 2477170 3.13
2. Mr. Sanjay padode 2937200 3.71 2937200 3.71
3. Mr. Nitin sawant 700 0.001 700 0.001
4. Mrs. Sujata poojari - - - -
5. Mr. Ganesh pawar - - - -
6. Mr. Arvind manor - - - -
7. **mrs. Roshni shah - - - -

(note: *mr. Vijaysingh padode expired on 13th august 2019.

**mrs. Roshni shah resigned from the position of company secretary & complianceofficer with effect from 11th april 2019.)

v. Indebtedness (as on 31st march 2020):

indebtedness of the company including interest outstanding/accrued but not due forpayment

(amt. In rs.)

Particulars Secured loans Excluding Deposits Unsecured loans Deposits Total Indebtedness
Indebtedness at the beginning of the Financial year 01.04.2019
1) principal amount 0 18291017 0 18291017
2) interest due but not paid 0 774170 0 774170
3) interest accrued but not due 0 0 0 0
Total of (1+2+3) 0 19065187 0 19065187
Change in indebtedness during the Financial year
+ addition 0 3946796 0 3946796
- reduction 0 (8247941) 0 (8247941)
Net change 0 (4301145) 0 (4301145)
Indebtedness at the end of the Financial year 31.03.2020
1) principal amount 0 14764042 0 14764042
2) interest due but not paid 0 0 0 0
3) interest accrued but not due 0 0 0 0
Total of (1+2+3) 0 14764042 0 14764042

vi. Remuneration of directors and key managerial personnel:

i. Remuneration to managing director whole-time director and/or manager:

the company has not provided any remuneration/commission to directors and managingdirector during the financial year under review. Hence no such particular is required tobe furnished.

ii. Remuneration to other directors:

no sitting fees/commission has been paid to non-executive/independent directors.

Iii. Remuneration to key managerial personnel other than md/manager /wtd:

Sr. No. Particulars of remuneration Mr. Arvind manor **mrs. Roshni shah Total amount
Chief financial Officer Company secretary (in rs)
1. Gross salary
(a) salary as per provisions contained In section 17(1) of the income tax act 1961. 455420 - 455420
(b) value of perquisites u/s 17(2) of the Income tax act 1961. - - -
(c) profits in lieu of salary under section 17(3) of the income tax act 1961 - - -
2. Stock option - - -
3. Sweat equity - - -
4. Commission - - -
- as % of profit
- others specify
5. Others please specify - - -
Total (a) 455420 - 455420

(note: **mrs. Roshni shah resigned from the position of company secretary &compliance officer with effect from 11th april 2019.)

vii. Penalties/punishment/compounding of offences: nil

.