DSJ Communication Ltd.
|BSE: 526677||Sector: Media|
|NSE: DALALSTCOM||ISIN Code: INE055C01020|
|BSE 00:00 | 04 Mar||DSJ Communication Ltd|
|NSE 05:30 | 01 Jan||DSJ Communication Ltd|
DSJ Communication Ltd. (DALALSTCOM) - Director Report
Company director report
DSJ COMMUNICATIONS LIMITED
Your Directors hereby presents the 29th Annual Reporttogether with the Audited Financial Statements for the financial year ended 31stMarch 2019.
REVIEW OF OPERATIONS:
During the year under review the Company has registered a turnover ofRs. 10.40 Lakhs (previous year Rs. 5.50 Lakhs) and Net Loss after Tax of Rs. 19.97 Lakhs(previous year Rs. 11.07 Lakhs). Your Company is undertaking active efforts towardsaccelerating the growth speed and is optimistic about better performance in the future.
STATE OF THE COMPANY AFFAIRS:
The Company operates in Single segment i.e. Printing and Publishing ofNewspaper & Magazines.
In view of the accumulated losses the Board of Directors do notrecommend payment of dividend for the year under review.
TRANSFER TO RESERVES:
During the year under review your Company has not made any transfer toreserves.
SHARE CAPITAL OF THE COMPANY:
During the year under review there was no change in share capital ofthe Company.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the Financial Yearunder review.
During the year under review the Company has not accepted any depositswithin the meaning of Sections 73 and 76 of the Companies Act 2013 ("the Act")read with Companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as"Annexure I." The same is also being made available on the website of theCompany at http://www.dsjcommunication.com.
HOLDING SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company does not have any Holding Subsidiary Joint Venture orAssociate Company as on 31st March 2019. Also no Company ceased to be aSubsidiary Joint Venture or Associate during the year. Hence the requirement ofreporting the highlights of performance of subsidiaries associates and joint venturecompanies and their contribution to the overall performance of the Company during theperiod under review does not arise.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has lost its beloved leader Mr. Vijaysingh PadodePromoter Chairman & Managing Director of the Company who passed away on 13thAugust 2019. The Company places its gratitude for his valuable contribution guidancewhich led the Company to the path of growth during his tenure as Chairman of the Company.The Board has appointed Mr. Sanjay Padode (DIN: 00338514) son of Mr. Vijaysingh Padode asManaging Director designated as Chairman & Managing Director of the Company for aterm of 5 (five) years with effect from 30th August 2019 subject to approvalof shareholders of the Company.
In accordance with the provisions of Section 152 of the Act read withrules made there under and the Articles of Association of the Company Mr. Sanjay PadodeChairman & Managing Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.
Mr. Ganesh Pawar (DIN: 07547400) was appointed as an Additional(Independent) Director of the Company for a term of 5 (Five) consecutive years w.e.f. 14thNovember 2018 subject to the approval of members of the Company.
The Board recommends the aforesaid appointment(s)/re-appointment(s)individuals on the Board of the Company.
During the year under review the Board of Directors and shareholdersof the Company appointed Mrs. Sujata Poojari (DIN: 08159263) as an Independent Director ofthe Company for a term of 5 (Five) consecutive years w.e.f. 1st July 2018.
As stipulated under Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") andSecretarial Standard on General Meetings (SS-2) issued by the Institute of CompanySecretaries of India (ICSI) brief resume of the Directors proposed to beappointed/re-appointed is annexed to the Notice convening the 29th AnnualGeneral Meeting.
The Company has received declaration from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.
Further during the year under review Mr. Arvind Manor was appointedas the Chief Financial Officer of the Company w.e.f. 14th November 2018.
Mrs. Roshni Shah was appointed as the Company Secretary &Compliance Officer of the Company w.e.f. 14th December 2018 who subsequentlyresigned from the office on 11th April 2019.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Act and Regulation 17(10) of theListing Regulations a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and Individual director. Schedule IV to the Actstates that the performance evaluation of the independent directors shall be done by theentire Board of Directors excluding the director being evaluated. The Board works withthe Nomination and Remuneration Committee to lay down the evaluation criteria.
The Board has carried out evaluation of its own performance thedirectors individually as well as the working of its Audit Committee Nomination &Remuneration Committee and Stakeholders' Relationship Committee of the Company. TheBoard has devised questionnaire to evaluate the performances of each of ExecutiveNon-Executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof 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 ofCompany and its performance;
iv. Providing perspectives and feedback going beyond informationprovided by the management.
During the financial year under review performance of non-independentdirectors the Board as a whole and the Chairman was evaluated in a separate meeting ofIndependent Directors.
The manner in which the evaluation has been carried out has beenexplained in the Report of Corporate Governance. DIRECTORS' RESPONSIBILITYSTATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act2013 the Board of Directors state that:
a. in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year 31st March 2019 and of the loss of the Company for that period;
c. they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. they have prepared the annual accounts on a going concernbasis;
e. they have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f. they have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide onCompanies/ business policy and strategy apart from other Board businesses. A tentativeannual calendar of the Board and Committee Meetings is informed to the respectiveDirectors to facilitate them to plan their schedule and to ensure their meaningfulparticipation in the meetings. However in case of a special and urgent business needBoard's approval is taken by passing circular resolutions as permitted by the lawwhich are confirmed in the subsequent meeting of the Board of Directors.
The notice of meeting of the Board of Directors and Committees aregiven well in advance to all the Directors of the Company. The agenda of the Board /Committee meetings is circulated 7 days prior to the date of the meeting as perSecretarial Standard- 1 issued by ICSI. The agenda for the Board and Committee meetingsincludes detailed notes on the items to be discussed at the meeting to enable theDirectors to take an informed decision.
During the year under review the Board of Directors met 7 (Seven)times the details of which are given in the Report on Corporate Governance forming partof this Annual Report. The intervening gap between two consecutive meetings was within theperiod prescribed under SS-1 issued by ICSI and the Act.
COMMITTEES OF THE BOARD:
During the year the Committees of the Board were re-constituted inaccordance with the provisions of Companies Act 2013 and Listing Regulations. There arecurrently 3 (three) Committees of the Board which are as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
The Composition of the Committees as on 31st March 2019 areas follows:
Details of all the Committees along with their charters compositionand meetings held during the year are provided in the Report on Corporate Governanceforming part of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions ofSection 177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations.
The Audit Committee of the Company reviews the reports to be submittedwith the Board of Directors with respect to auditing and accounting matters. It alsosupervises the Company's internal control and financial reporting process.
SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under Schedule IV ofthe Companies Act 2013 a separate meeting of the Independent Directors of the Companywas held on 14th August 2018 to review the performance of Non- IndependentDirectors the Board as a whole the Chairman of the Company and to discuss the mattersrelated to the quality quantity and timeliness of flow of information between the Companymanagement and the Board.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for appointment and remuneration of DirectorsSenior Management Personnel including criteria for determining qualifications positiveattributes independence of a director and other matters provided under sub-section (3) ofSection 178 of the Companies Act 2013. The Remuneration Policy is stated in the Report onCorporate Governance.
PARTICULARS OF REMUNERATION:
Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014details of ratio of remuneration of each director to the median employee'sremuneration are appended to this report as "Annexure II".
Further the information as required under the provisions of Section197 of the Companies Act 2013 read with Rule 5(2) and of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended to this report as "AnnexureII".
During the year under review no employee was in receipt ofremuneration exceeding the limits as prescribed under provisions of Section 197 of theCompanies Act 2013 and Rules 5(2) and 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
The Company has laid down a well-defined Risk Management Policycovering the risk mapping risk analysis trend analysis risk exposure potential impactand risk mitigation process. A detailed exercise is being carried out to identifyevaluate manage and monitor both business and non-business risks. The Board periodicallyreviews the risks and suggests steps to be taken to control and mitigate the same througha properly defined framework.
All the related party transactions transacted during the year were inthe ordinary course of business and were on arm's length basis and the same arereported in the Notes to the Financial Statements.
Accordingly the disclosure pertaining to Related Party Transactions asrequired under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable.
The policy on dealing with Related Party Transactions is available onCompany's website at http://www.dsjcommunication. com/announcements.php.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of loans guarantee or investment made by the Company underthe provisions of Section 186 of the Act are provided in the Notes to the FinancialStatements.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
In accordance with the provisions of Section 177 of the Companies Act2013 and Regulation 22 of Listing Regulations the Company has adopted a Vigil mechanism /Whistle blower Policy to deal with instance of fraud and mismanagement if any.
The mechanism also provides for adequate safeguards againstvictimization of directors and employees who avail of the mechanism and also provide fordirect access to the Chairman of the Audit Committee in the exceptional cases. We affirmthat during the financial year 2018-19 no employee or director was denied access to theAudit Committee. The details of the Vigil Mechanism Policy is explained in the Report onCorporate Governance and also posted on the website of the Company i.e. http://www.dsjcommunication.com/announcements.php.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATESOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Corporate Social Responsibility under Section 135 ofthe Companies Act 2013 and rules made thereunder are not applicable to the Company.Therefore the Company has not developed and implemented any policy on Corporate SocialResponsibility initiatives.
As per the provisions of Section 139 of the Act read with the Companies(Audit and Auditors) Rules 2014 M/s. J. D. Jhaveri & Associates CharteredAccountants Mumbai (FRN:111850W) were appointed as Statutory Auditors of the Company atthe 28th Annual General Meeting held on 29th September 2018 for aterm of 5 (five) consecutive years i.e. upto the conclusion of 33rd AnnualGeneral Meeting to be held for the financial year ending 31st March 2023.
The Statutory Auditors have given a confirmation to the effect thatthey are eligible to continue with their appointment and that they have not beendisqualified in any manner from continuing as the Statutory Auditors of the Company.
There were no adverse remarks or qualifications made by the auditors ofthe Company in their report on the financial statements of the Company for the financialyear under review.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:
Pursuant to Section 143(12) of the Companies Act 2013 during the yearunder review there were no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors. Hence there is nothing to report under Section134(3)(ca) of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report received from M/s. Pankaj Nigam & Associates CompanySecretaries Ghaziabad is appended as "Annexure - III" and forms part ofthis report.
In respect of the Secretarial Auditors' remarks in their reportthe Directors would like to state as under:
(a) the Company does not have Chief Financial Officer (theWhole-time Key Managerial Personnel) as required under section 203 of the Act till 13thNovember 2018;
Reply: the Company was in search of a suitable candidate for thesaid position who shall be competent and in possession of the requisite expertise. Theappointment was made immediately on identification of the suitable candidate.
(b) The Company does not have Company Secretary (the Whole-timeKey Managerial Personnel) as required under section 203 of the Act till 14thDecember 2018;
Reply: the Company was in search of a suitable candidate for thesaid position who shall be competent and in possession of the requisite expertise. Theappointment was made immediately on identification of the suitable candidate.
(c) the Board of Directors does not have a Women Director whichis mandatory under the provisions of Section 149 of the Act till 30th June2018; further due to vacancy of Woman Director the Composition of Board is also not inaccordance with the provisions of the aforesaid section;
Reply: The Company was in search of a suitable candidate for thesaid position who shall be competent and in possession of the requisite expertise. Theappointment was made immediately on identification of the suitable candidate.
(d) the vacancy of an independent director is filled-up by theBoard on 1st July 2018 till that time Company does not have an independentdirector as required under section 149 read with Rule 4 of The Companies (Appointment andQualification of Directors) Rules 2014
Reply: Due to resignation of former Independent Woman Director theconstitution of the Board was disturbed. However after identifying a right candidate forthe said office the appointment was made and the composition of the Board was aligned asper the regulatory requirements.
(e) the composition of Audit Committee and Nomination &Remuneration Committee was not in accordance with the respective provisions of the Acttill 30th June 2018 due to lack of requisite number of Independent Directorsas pointed out in clause (d) above;
Reply: Due to resignation of former Independent Woman Director theconstitution of the Committees was disturbed. However after identifying a right candidatefor the said office the appointment was made and the composition of the Committees wasaligned as per the regulatory requirements.
(f) pursuant to our observation at (b) above the Company has notcomplied with regulation 6 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 which requires appointment of qualified Company Secretary as acompliance officer of the Company till 14th December 2018;
Reply: Refer point (b) above.
(g) the Company has not paid the listing fees to National StockExchange of India Limited (NSE) and BSE Limited (BSE) for the year under review;
Reply: Due to weak financial position the Company could not paythe Listing fees. The Company is in process of making the said payment.
(h) pursuant to our observation at (c) and (d) herein above thecomposition of the board of directors was not in accordance with the regulation 17 ofLODR;
Reply: Refer point (c) and (d) above.
(i) the Chief Executive Officer( CEO) & Chief FinancialOfficer (CFO) certificate to be taken Quarterly under regulation 33 and yearly underregulation 17(8) of LODR respectively has not been complied as the company did not have anCFO till 14th November 2018;
Reply: Refer point (a) above.
(j) the Corporate Governance Report submitted to the StockExchange for the quarter ended 30th June 2018 in the details of "Composition ofCommittee" of Audit Committee and Nomination and Remuneration Committee the Categoryof Mr. Nitin Sawant was incorrectly mentioned as "Non-Executive - Non IndependentDirector instead of Independent Director";
Reply: The same was a clerical error.
(k) pursuant to regulation 30(6) of LODR Outcome of Meetings ofthe board of directors shall be disclosed to the Exchange(s) within 30 minutes of theconclusion of the meeting; however the Company has submitted the financial results for thequarter ended 30th June 2018 to National Stock Exchange of India Limited (NSE)on 14th August 2018 at 7.57 p.m. by a delay of by 1 hr and 12 mins;
Reply: The said delay was on account of login issues in the NEAPSPortal; the results were however uploaded in the BSE website within the stipulated time.
(l) pursuant to regulation 33 (3) (d) of LODR annual auditedstandalone financial results shall be submitted to the Exchange(s) within sixty days fromthe end of the financial year; however the Company has submitted the Financial Results forthe quarter and year ended 31st March 2018 on 2nd June 2018 by adelay of 3 days;
Reply: The said non-compliance was due to the adjournment of theBoard Meeting which was originally scheduled to be held on 30th May 2018 to02nd June 2018 due to ill health of the Chairman of the Company. The saidfinancial results were approved by the Board of Directors on 2nd June 2018 andwere immediately disseminated to the Stock Exchanges.
(m) some of the mandatory disclosures were not hosted on thewebsite of the Company as required under regulation 46 of LODR;
Reply: The Company is taking steps to upload the information.
(n) as required under SEBI Circular No SEBI/ HO/CFD/DCR1/CIR/P/2018/85- dated. 28th May 2018 as amended by subsequentcircular(s)-(relating to System Driven Disclosures in Securities Market)the submission ofdata to Central Depository Services Ltd. (CDSL) the Designated Depository was delayed;and
Reply: The same was delayed inadvertently.
(o) as required under SEBI Circular No.SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018 as amended by circulardated 16th July 2018 (relating to strengthening and raising of industrystandards of RTA); letter and subsequent reminders (to shareholders whose PAN and Bankaccount details are not available on record for providing the same) have not been sent bycompany/Registrar and Transfer Agent.
Reply: The same was missed out inadvertently; the Company is takingsteps to rectify it.
Pursuant to the provisions of Section 138 of the Act read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committeere-appointed Mr. Amit B. Agarwal & Associates Chartered Accountants Mumbai as anInternal Auditor of the Company. The Internal Auditor submits his reports on quarterlybasis to the Audit Committee.
Based on the report of internal audit management undertakes correctiveactions in their respective areas and thereby strengthens the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place an adequate Internal Financial Control System.The Board evaluates the efficiency and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures at all levels andstrives to maintain the Standard in Internal Financial Control.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulations 34(3) read with Schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 the following have been made apart of the Annual Report.
Management Discussion and Analysis;
Report on Corporate Governance;
Declaration on Compliance with Code of Conduct;
Auditors' Certificate regarding compliance ofconditions of Corporate Governance.
LISTING OF SECURITIES:
The Company's shares are listed on BSE Limited (BSE) and NationalStock Exchange of India Limited (NSE). However the Scrip has been suspended from tradingat BSE and NSE. The Company is in process of revoking the said suspension of trading onthe Stock Exchanges.
The Company is in process of paying the listing fees to the StockExchanges for the financial year 2018-19.
REASONS FOR SUSPENSION OF TRADING:
The prime reasons of suspension being non-operation of any businessactivities in the Company weak financials and price of the scrip not in concurrence withthe financials of the Company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THEFINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
No material changes or commitments affecting the financial position ofthe Company occurred between end of the financial year and the date of this report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
There was no order passed by any regulator or court or tribunal whichimpacts the going concern status of the Company or will have bearing on company'soperations in future.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has adopted a Policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder. The Company was not required to constitute the Internal ComplaintsCommittee pursuant to the provisions of the said Act hence the existing Committee wasdissolved.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
Pursuant to the provisions of Section 134 (3) (m) of the Act read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of EnergyTechnology absorption Foreign exchange earnings and outgo are as under:
A) Conservation of Energy:
a. Steps taken or impact on conservation of energy - TheOperations of the Company do not consume energy intensively. However the Companycontinues to implement prudent practices for saving electricity and other energy resourcesin day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources ofenergy - Though the activities undertaken by the Company are not energy intensive theCompany shall explore 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 Companycontinues to take prudential measures in respect of technology absorption adaptation andtake steps to use the scarce resources effectively.
b. The benefits derived like product improvement costreduction product development or import substitution - Not Applicable.
c. In case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year) - Not Applicable.
d. The expenditure incurred on Research and Development - NotApplicable.
C) Foreign Exchange Earnings and Outgo:
There were no transactions during the year under review in whichforeign exchange earnings or outgo was involved.
MAINTAINENCE OF COST RECORDS:
The provisions of Rule 8(5)(ix) of Companies (Accounts) Rules 2014 ofSection 134(3) of Companies Act 2013 regarding maintenance of cost records are notapplicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand the Company complies with all the applicable provisions of the same during the yearunder review.
Your Directors take this opportunity to express their sincereappreciation for the assistance and co-operation received from all the Governmentdepartments Banks Financial Institutions members and employees during the year underreview and also looks forward to their continued support in the future.
Your Directors also wish to place on record their deep appreciation forthe committed services of the employees of the Company