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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
OPEN 0.37
PREVIOUS CLOSE 0.37
VOLUME 3000
52-Week high 0.37
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.37
Buy Qty 17000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.37
CLOSE 0.37
VOLUME 3000
52-Week high 0.37
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.37
Buy Qty 17000.00
Sell Price 0.00
Sell Qty 0.00

DSJ Communication Ltd. (DALALSTCOM) - Director Report

Company director report

BOARD’S REPORT

To

The Members

DSJ COMMUNICATIONS LIMITED

Your Directors hereby presents the 28th Annual Report together with theAudited Financial Statements for the financial year ended 31st March 2018.

FINANCIAL HIGHLIGHTS: (Rs. in Lakhs)

Particulars For the Year ended 31st March 2018 For the Year ended 31st March 2017
1. Revenue from Operations 5.50 8.80
2. Other Income 2.58 0.96
3. Total Income 8.08 9.76
4. Total Expenses 13.01 20.52
5. Profit/(Loss)before Finance Cost Depreciation and Taxes (4.93) (10.76)
Less: Finance Cost 6.14 5.08
Less: Depreciation (Net) - -
6. Profit/(Loss) Before Tax (11.07) (15.84)
7. Less: Provision for Tax - -
-Deferred Tax Expenses
-Current Tax Expenses
8. Profit/(Loss) After Tax (11.07) (15.84)
9. Other Comprehensive Income - -
10. Other Comprehensive Income/(Loss)/(Net of Tax) - -
11. Total Comprehensive Income/(Loss) (11.07) (15.84)
12. Balance of Profit/(Loss) as per last Balance Sheet (5052.83) (5036.99)
13. Balance of Profit/(Loss) carried to Balance Sheet (5063.90) (5052.83)

The Good and Service Tax (GST) has been implemented with effect from 1stJuly 2017 which replaces Excise Duty and other input taxes. As per INDAS 18 the revenuefor the year 31st March 2018 is reported net of GST.

ADOPTION OF IND AS:

The Company has adopted the Indian Accounting Standard (‘Ind AS’) w.e.f. 1stApril 2017 with a transition date of 1st April 2016 and IGAAP as the previousGAAP. The above financial statements have been prepared in accordance with the recognitionand measurement principles stated therein and as prescribed under Section 133 of theCompanies Act 2013 read with relevant rules issued thereunder and the other accountingprinciples generally accepted in India. Accordingly the previous year figures arerecasted/reclassified to make them Ind AS compliant.

REVIEW OF OPERATIONS:

During the year under review the Company has registered a turnover of Rs. 5.50 Lakhs(previous year Rs. 8.80 Lakhs) and Net Loss after Tax of Rs. 11.07 Lakhs (previous yearRs. 15.84 Lakhs). Your Company is undertaking active efforts towards accelerating thegrowth speed and is optimistic about better performance in the future.

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:

During the year under review there was no change in paid up share Capital of theCompany.

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 Section 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."

HOLDING SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company Does not have any Holding Subsidiary Joint Venture and Associates Companyas on 31st March 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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. Vijaysingh Padode Chairman& Managing Director (DIN: 00393687) of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. TheBoard recommends his re-appointment as Managing Director of the Company. Mrs. Sujata RajuPoojari (DIN: 08159263) was appointed as an Additional (Independent) Director of theCompany for a term of 5 Consecutive years w.e.f. 01st July 2018 subject tothe approval of members of the Company.

Pursuant to the provisions of Section 149 of the Companies Act 2013 and applicablerules made hereunder the members of the Company in their 24th Annual GeneralMeeting held on 29th September 2014 appointed Mr. Nitin Sawant (DIN:00350449) as an Independent Director of the Company for period of five years i.e. from 1stApril 2014 to 31st March 2019. According to Section 149(10) read withSchedule IV of the Companies Act 2013 an Independent Director shall hold office for aterm of upto five consecutive years on the Board of a Company but shall be eligible forre-appointment on passing a special resolution by the Company for another term of uptofive consecutive years on the Board of a Company.

In line with the aforesaid provisions of the Act and in view of long rich experiencecontinued valuable guidance to the management and strong Board performance of Mr. NitinSawant it is proposed to re-appoint him for a second term as an Independent Director ofthe Company for a period of five years from 1st April 2019 to 31stMarch 2024 subject to approval by members at this ensuing Annual General Meeting.

The Board recommends the re-appointment of Mrs. Sujata Raju Poojari and Mr.Nitin Swantas Independent Directors on the Board of the Company.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and SecretarialStandards on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI) brief resume of the Directors proposed to be appointed/re-appointed isannexed to the Notice convening the 28thAnnual General Meeting.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. During the year underreview Mrs. Poorva Saket Dublay (DIN: No. 07078673) Independent Director of the Companyresigned from the directorship of the Company w.e.f. 11th August 2017. TheBoard express its appreciation towards the contribution made by her during the tenure asDirector of the Company.

ANNUAL PERFORMANCE EVALUATION:

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 devisedquestionnaire to evaluate the performances of each of Executive Non-Executive andIndependent Directors. Such questions are prepared considering the business of the Companyand the expectations that the Board have from each of the Directors. The evaluationframework for assessing 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.

The manner in which the evaluation has been carried out has been explained in theReport of Corporate Governance.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Companies/ businesspolicy and strategy apart from other Board businesses. A tentative annual calendar of theBoard and Committee Meetings is informed to the respective Directors to facilitate them toplan their schedule and to ensure their meaningful participation in the meetings. Howeverin case of a special and urgent business need Board’s approval is taken by passingcircular resolutions as permitted by the law which are confirmed in the subsequentmeeting of the Board of Directors.

The notice of meeting of the Board of Directors and Committees are given well inadvance to all the Directors of the Company. The agenda of the Board / Committee meetingsis circulated 7 days prior to the date of the meeting as per Secretarial Standard- 1issued by ICSI. The agenda for the Board and Committee meetings includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take an informeddecision.

During the year under review the Board of Directors met 5 (Five) times the details ofwhich are given in the Report on Corporate Governance forming part of this Annual Report.The intervening gap between two consecutive meetings was within the period prescribed SS-1issued by ICSI and the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 the Boardof Directors 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. 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 31stMarch 2018 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.

SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held on 30thMay 2017 to review the performance of Non- Independent Directors the Board as whole theChairman of the Company and to discuss the matters related to the quality quantity andtimeliness of flow of information between the Company management and the Board.

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 Personnelincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under sub-section (3) of Section 178 of the CompaniesAct 2013. 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) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The necessary disclosure with respect to the remuneration of Directors and employeesas required 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"Annexure-II" to this Report.

COMMITTEES OF THE BOARD:

During the year the Committees of the Board were re-constituted in accordance with theprovisions of Companies Act 2013 and Listing Regulations. There are currently 3 (Three)Committees of the Board which are as follow:

1. Audit Committee

2. Stakeholders’ Relationship Committee

3. Nomination and Remuneration Committee

The Composition of the Committee’s as on the date of Board’s Report:

Sr. No. Name of Committee Name of the Committee members Category Chairman / Member
Mr. Nitin Sawant Independent Chairman
Mr. Vijaysingh Padode Executive Member
Member
1 Audit Committee Mrs. Poorva Saket Dublay Independent
(Upto 11th August 2017)
Member
Mr. Sanjay Vijaysingh Padode Non-Executive
(w.e.f. 11th August 2017
Mr. Nitin Sawant Independent Chairman
Nomination and Mr. Sanjay Vijaysingh Padode Non- Executive Member
2
Remuneration Committee Member
Mrs. Poorva Saket Dublay Independent
(Upto 11th August 2017)
Mr. Nitin Sawant Independent Chairman
Mr. Vijaysingh Padode Executive Member
Member
Stakeholders Relationship Mrs. Poorva Saket Dublay Independent
3 (Upto 11th August 2017)
Committee
Member
Mr. Sanjay Vijaysingh Padode Non-Executive (w.e.f. 11th August
2017)

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance forming part of thisAnnual 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 the Listing Regulations.

The Audit Committee comprises of Mr. Nitin Sawant and Mrs. Poorva saket Dubley (Upto11th August 2017) Independent Directors and Mr. Sanjay Vijaysingh PadodeNon-Executive Director (w.e.f. 11th August 2017) and Mr. Vijaysingh PadodeChairman and Managing Director of the Company. Mr. Nitin Sawant is the Chairman of AuditCommittee 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.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmappingrisk analysis trend analysis risk exposure potential impact and risk mitigationprocess. A detailed exercise is being carried out to identify evaluate manage andmonitor both business and non-business risks. The Board periodically reviews the risks andsuggests 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 were in the ordinarycourse of business and were on arm’s length basis and the same are reported in theNotes to the Financial Statements.

Accordingly the disclosure pertaining to Related Party Transactions as required underSection 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable. PARTICULARSOF 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.

PARTICULAR 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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 22 of Listing Regulations the Company has adopted a Vigil mechanism / Whistleblower Policy to deal with instance of fraud and mismanagement if any. The mechanism alsoprovides for adequate safeguards against victimization of directors and employees whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee in the exceptional cases. We affirm that during the financial year 2017-18 noemployee or director was denied access to the Audit Committee. The details of the VigilMechanism Policy is explained in the Report on Corporate Governance and also posted on thewebsite of the Company i.e. http://www.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 i.e.upto the conclusion of 28th Annual General Meeting held for the financial yearending 31st March 2018 as per the provisions of Section 139 of the CompaniesAct 2013 (the Act).

The Company has received a letter from them to the effect that they are willing tocontinue as Statutory Auditors of the Company and their appointment is within limitsprescribed under the provisions of Section 139 of the Act and they satisfy the criteria asprovided under Section 141 of the Act.

Your Directors recommend the re-appointment of M/s. J. D. Jhaveri & AssociatesChartered Accountants Mumbai as Statutory Auditors of the Company for the second term of5 (Five) consecutive Years i.e. from conclusion of 28th Annual General Meetingtill the conclusion of 33rd Annual General Meeting held for the financial year31st March 2023.

Details of Audit Qualifications:

In respect of the Auditors’ qualifications or remarks in their report theDirectors would like to state as under:

1) The Company has borrowings from other body Corporate. Interest and Principalare not repaid regularly in respect of these loans and the same are overdue as on date ofbalance sheet.

Reply: During the year under review due to various market conditions and businessscenario the performance of the Company has been impacted as a result the Company hasmade default in repayment for dues. However Company is in process of repayment of same.

Pursuant to the provisions of Regulation 34(2) of the Listing Regulations as amendedthe Statutory Auditors in their Audit Report dated 30th May 2018 expressed a qualifiedopinion on the Audited Financial Results for the quarter and year ended 31st March 2018.The Statement on Impact of Audit Qualifications forms part of the Annual Report and isappearing at the end of the Financial Statements.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Companies Act 2013 during the year under reviewthere were no frauds reported by the Auditors of the Company to the Audit Committee or theBoard of Directors. Hence there is nothing to report under Section 134(3)(ca) of theCompanies Act 2013.

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 Ghaziabad isappended as "Annexture – II" and forms part of this report.

In respect of the Secretarial Auditors’ remarks in their report the Directorswould like to state as under:

(a) the Company is yet to appoint a Chief Financial Officer; and a Company Secretary asis required under Section 203 of the Act; and the company is not in compliance withRegulation 6 of LODR which requires Company Secretary to be appointed as ComplianceOfficer.

Reply: The Company is in process of making the said appointments.

(b) the vacancy created in the office of Independent Woman Director of the Company on11th August 2017 due to resignation is yet to be filled up further due to non-filling ofvacancy of Independent and Woman Director the Composition of Board is also not inaccordance with the provisions of Companies Act 2013 and LODR; intermittent vacancycaused in the offices of independent director and woman director on 11th August 2017 isnot filled within prescribed timelines; the composition of Audit Committee and Nomination& Remuneration Committee was not in accordance with the respective provisions of theAct and LODR due to lack of requisite number of Independent Directors;

Reply: The said vacancy in the office of Woman Independent Director was not filledwithin the prescribed timeline as the Company was in search of a suitable candidate forthe said position who shall be competent and in possession of the requisite expertise. TheCompany has appointed Mrs. Sujata Poojari (DIN: 08159263) as an additional independent(woman) director w.e.f. 1st July 2018 to fill the vacancy created thereby complying withthe provisions relating to composition of the Board Audit Committee and Nomination &Remuneration Committee.

(c) the Company has not paid the listing fees to National Stock Exchange of IndiaLimited (NSE) BSE Limited (BSE) and Ahmedabad Stock Exchange Limited (ASE) for the yearunder review;

Reply: The said 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 as also the Company has gradually resumed its business operations.

(d) for the Financial year 2016-17 in the statement on Impact of Audit Qualificationthe Auditors have given modified opinion; however in the Statutory Auditors Report theauditors have not given any adverse remarks and pursuant to which the Board in theirDirector’s Report under section 134 of the Act have also not replied to theobservations pointed out by the Statutory Auditor.

Reply: Your directors have satisfactorily replied in their report to all the remarksand qualifications made by the Auditors of the Company in their respective reports.

INTERNAL AUDIT:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts)Rules 2014 the Board on recommendation of the Audit Committee re-appointed Mr. Amit B.Agarwal & Associates Chartered Accountants Mumbai as an Internal Auditor of theCompany. The Internal Auditor submits his reports on quarterly basis to the AuditCommittee. Based on the report of internal audit management undertakes corrective actionsin 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 adopted a formal Internal Financial Control Policy during the financialyear under review. The Board evaluates the efficiency and adequacy of financial controlsystem 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 Regulations 34(3) read with Schedule V of the SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 the following have been made a part of theAnnual Report.

• Management Discussion and Analysis;

• Report on Corporate Governance;

• Declaration on Compliance with Code of Conduct;

• Auditors’ Certificate regarding compliance of conditions of CorporateGovernance.

LISTING OF SECURITIES:

The Company’s shares are listed on BSE Limited (BSE) and National Stock Exchangeof India 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 is in process of paying the listing fees to the Stock Exchanges for thefinancial year 2017-2018.

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 STATEMENTSRELATES AND THE DATE OF THE REPORT:

No material changes or commitments affecting the financial position of the Companyoccurred between end of the financial year and the date of this 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.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 has constituted Internal Complaint Committee under Section 4 of the said Act.There was no complaint received by committee on sexual harassment during the year underreview.

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 – In absence of any businessactivities carried out during the year under review your director has nothing to reportwith respect to conservation of energy. However 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 – 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 continuesto take prudential measures in respect of technology absorption adaptation and take stepsto use the scarce resources effectively.

Applicable. c. In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year) – Not Applicable. d. Theexpenditure 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.

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
For DSJ Communications Limited
Place: Mumbai Vijaysingh Padode
Date: 14th August 2018 Chairman & Managing Director
DIN: 00626827