DSJ COMMUNICATIONS LIMITED
Your Directors presents the 27th Annual Report together with the AuditedFinancial Statements of the Company for the financial year ended 31 st March2017.
((Rs. in Lakhs))
|Particulars ||Year Ended 31st March 2017 ||Year Ended 31st March 2016 |
|Total Revenue ||8.83 ||0.06 |
|Less: Total Expenditure ||20.52 ||18.31 |
|Profit/ (Loss) before Depreciation and Amortization Finance Cost and Tax ||(11.69) ||(18.25) |
|Less: Depreciation and Amortization Expenses ||- ||- |
|Less: Finance Cost ||5.08 ||3.83 |
|Profit/(Loss) before tax ||(16.77) ||(22.07) |
|Less: Provision for tax ||- ||- |
|Profit/(Loss) after tax ||(16.77) ||(22.07) |
|Balance of Profit/(Loss) as per last Balance Sheet ||(5032.41) ||(5010.34) |
|Balance of Profit/(Loss) carried to Balance Sheet ||(5049.18) ||(5032.41) |
REVIEW OF OPERATIONS:
During the year under review the total revenue earned by the Company was Rs. 8.83Lakhs as compared to Rs. 0.06 Lakhs during the previous financial year 2015-16. Loss aftertax incurred during the year was Rs. 16.77 Lakhs as compared to Rs. 22.07 Lakhs duringprevious financial year.
TRANSFER TO RESERVE:
During the year under review no amount was transferred to Reserve.
In view of the losses incurred your directors do not recommend any dividend for theyear under review.
There was no change in Share Capital of the Company during the year 2016-17.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT 9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 is annexedas "Annexure-I" and forms part of this report.
HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Holding Subsidiary Joint Venture or Associate Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Sanjay Padode (DIN: 00338514) Non-Executive Director of the Company retiresby rotation at the ensuing Annual General Meeting ("AGM") and being eligiblehas offered himself for re-appointment.
The Board recommends the re-appointment of Mr. Sanjay Padode as Non-Executive Directorof the Company. Brief resume of the Directors proposed to be re-appointed as stipulatedunder Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations") andSecretarial Standards (SS-2) issued by the Institute of Company Secretaries of India isgiven in the Notice convening the 27th AGM of the Company.
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 Companies Act 2013 and under Regulation 16(1)(b) of Listing Regulations.
Mrs. Poorva Dublay Independent (Woman) Director (DIN: 07078673) resigned from thedirectorship of the Company w.e.f. 11th August 2017. The Board expresses itsappreciation to Mrs. Poorva Dublay for the valuable guidance provided during her tenure asDirector of the Company.
ANNUAL PERFORMANCE AND BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 ("the Act") read withSchedule IV of the Act and Regulation 17(10) of the Listing Regulations the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Stakeholders' Relationship and Nomination& Remuneration Committees. The Board has devised questionnaire to evaluate theperformances of each of Executive Non-executive and Independent Directors excluding thedirector being evaluated. Such questions are prepared considering the business of theCompany and the expectations that the Board has from each of the Directors in consultationwith the Nomination and Remuneration Committee. The evaluation framework for assessing theperformance of Directors comprises of the following key areas:
i. Attendance at the meetings of the Board and Committees;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement.
During the financial year under review performance of
Chairman was evaluated in a separate meeting of Independent Directors.
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 Company's / businesspolicy and strategy apart from other Board business. The Notice of meetings of Directorsand Committees is circulated well in advance along with the agenda giving detailedexplanations to enable the Directors to take an informed decision. During the year underreview the Board met four (4) times as per the details given in the Report on CorporateGovernance. The intervening gap between the two consecutive meetings was within the periodprescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors state and confirm that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively;and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
SEPARATE MEETING 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 onTuesday 31st January 2017 to review among other things the performance ofNon-Independent Directors and the Board as a whole evaluation of the performance of theChairman and the flow of communication between the Board and the management of theCompany.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for appointment and remuneration of Directors Senior Management includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013. The Remuneration Policy is stated in the Report on Corporate Governance.
PARTICULARS OF REMUNERATION:
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
The necessary disclosure with respect to the remuneration of Directors and employees asrequired under Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 has been appended as"Annexure-II" to this Report.
COMMITTEES OF THE BOARD:
There are currently three Committees of the Board as given below:
A. Audit Committee
B. Stakeholders' Relationship Committee
C. Nomination & Remuneration Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" formingpart of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of Listing Regulations.
As on 31st March 2017 the Audit Committee comprised of Mr. Nitin Sawantand Mrs. Poorva Dublay Independent Directors and Mr. Vijaysingh Padode Chairman andManaging Director of the Company. Mr. Nitin Sawant Independent Director is the Chairmanof Audit Committee of the Company.
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's financial of its financial information to ensure that the financial statement iscorrect sufficient and credible.
RISKS AND AREAS OF CONCERN:
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 risk. 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 related party transactions entered during the year were in ordinary course of thebusiness and on arm's length basis. No related party transactions were entered during theyear by your Company as per Section 188 of the Companies Act 2013 which requires approvalof the members. 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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
During the year under review the Company has not made any investment given guaranteeor provided security falling under the provisions of Section 186 of the Companies Act2013.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company or will have bearing onCompany's operations in future.
SEBI NOTIFICATION ON SHELL COMPANIES:
SEBI vide notification dated 7 th August 2017 has identified our Company as one of thesuspected shell companies amongst 331 companies. However the Company has strongly opposedthe fact and has made a representation against the said SEBI's notification. The Companyhas also submitted Auditor's Certificate Stock Exchanges certifying the details aboutnecessary filings and past few years. We are yet to receive any further communication fromthe regulators as on the date of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
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 also provides for adequate safeguards against victimization of directorsand employees who avail of the mechanism and also provide for direct access to theChairman of the Audit Committee in the exceptional cases. We affirm that during thefinancial year 2016-17 no employee or director was denied access to the Audit Committee.The details of the Vigil Mechanism Policy is explained in the Report on CorporateGovernance and also posted on the website of the Company i.e.http://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. Asper the provisions of Section 139 of the Companies Act 2013 (the Act) the appointment ofAuditors is required to be ratified by Members at every Annual General Meeting
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 ratification of the appointment of M/s. J. D. Jhaveri& Associates Chartered Accountants Mumbai as Statutory Auditors of the Company.
There were no qualifications observations adverse remarks or disclaimer in theAuditors Report dated 30th May 2017 on the Financial Statements of the Companyfor the year ended 31st March 2017.
Pursuant to the provisions of Regulation 34(2) of the Listing Regulations as amendedthe Statutory Auditors in their Audit Report dated 30th May 2017 expressed aqualified opinion on the Audited Financial Results for the quarter and year ended 31stMarch 2017. The Statement on Impact of Audit Qualifications forms part of the AnnualReport and is appearing 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 AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport received from M/s. Manish Ghia & Associates Company Secretaries Mumbai isappended as "Annexure III" and forms part of this report. Inrespect of the Secretarial Auditors' remarks in their report the Directors would like tostate as under:
(a) the Company is yet to file Form MGT-14 in respect of Board Resolution dated11.11.2016 passed for borrowing of funds as is required under Section 117 of the Act; interms of provisions of Section 403 of the Act the company however has additional time upto 06.09.2017 to file the same with applicable additional filing fees;
The said filing was inadvertently missed out. The Company shall ensure filing of thesame in due course with applicable additional fees.
(b) the Company is yet to appoint a Chief Financial Officer; and a Company Secretary asis required under Section 203 of the Act;
(c) pursuant to our observation at (b) above the company is not in compliance withRegulation 6 of LODR which requires Company Secretary to be appointed as ComplianceOfficer;
The Company is in process of making the said appointments.
(d) 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;
The said non-payment of Annual Listing Fees to the Stock Exchanges was due to financialcrunches faced by the Company consequent to the suspension of its business operations.However the Company is in process of making necessary arrangement for making the accruedpayment.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 on recommendation of Audit Committee M/s. Amit B.Agarwal & Associates Chartered Accountants Mumbai are appointed as InternalAuditors of the Company. The Internal Auditors submit their reports on quarterly basis tothe Audit Committee.
Based on the report of internal audit management undertakes corrective action in theirrespective areas and thereby strengthens the levels of Internal Financial and otheroperational controls.
INTERNAL FINANCIAL CONTROL:
The Company has adopted a formal Internal Financial Control Policy during the financialyear under review. The Board evaluates the efficacy and adequacy of 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 the Regulation 34(3) read with Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the following have been made a part ofthe Annual Report:
Management Discussion and Analysis.
Report on Corporate Governance.
Auditors' Certificate regarding compliance of conditions of CorporateGovernance.
LISTING OF SECURITIES:
The Company's shares are listed on BSE Limited (BSE) National Stock Exchange of IndiaLimited (NSE) and Ahmedabad Stock Exchange Limited (ASEL). However the Scrip has beensuspended from trading at BSE and NSE. The Company is in process of revoking the saidsuspension of trading on the Stock Exchanges.
The Company is in process of paying the listing fees to the Stock Exchanges for thefinancial year 2016-2017
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 and commitments affecting the financial position of the Companyoccurred between end of the financial year 2016-17 to which this financial statementrelates and the date of this report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information in terms of requirements of Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 regarding Conservation ofenergy technology absorption foreign exchange earnings and outgo are as under:
A) Conservation of Energy:
a. Steps taken or impact on conservation of energy In absence of any businessactivities carried out during the year under review your 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 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.
Your Directors take this opportunity to express their sincere appreciation for theassistance and co-operation received from all the Government departments Banks FinancialInstitutions members and other stakeholders during the year under review and also looksforward to their continued support in the future. Your Directors also wish to place onrecord their deep appreciation for the committed services of the employees of the Company.
| ||For and on behalf of the Board of Directors |
| ||Vijaysingh Padode |
|Place: Mumbai ||Chairman & Managing Director |
|Date: 21st August 2017 ||DIN: 00393687 |