DSJ Communication Ltd Directors Report.

To,

The members,

Dsj communications limited

Your directors hereby presents the 30th annual report together with the audited 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 year net loss rs.19.97/- lakhs). Your company is undertaking active efforts towards accelerating 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 of economic activities across the world and impacting the operation of the business. On 24th march, 2020 government of india ordered nationwide lock down initially for 21 days which further extended from time to time till 3rd may 2020 to prevent community spread of covid 19.

Due to implementation of lock down in march 2020, the company lost a small amount of revenue. The management has performed detailed assessment its liquidity position and recoverability position of assets as on balance sheet date and has concluded that based on current indicators of the future economic condition there is no impact on carrying value of the current assets. In evaluating the possible impact due to covid 19, the company has used internal and external sources of information available till date. Considering the nature of covid 19, the company will closely monitor any material changes to future economic 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 of dividend 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 financialyear ended the company during the 31st march, 2020.

As at end of the financial year under review, the authorised share capital stood at rs.10,65,00,000/- (rupees ten crores Sixty five lakhs only) and paid-up share capital stood at rs.7,41,96,500/- (rupees seven crores forty one lakhs ninety six thousand five hundred only) which includes calls in arrears of rs. 57,85,000/- (rupees fifty seven lakhs eighty 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 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 the company at http://www.dsjcommunication.com

holding,subsidiaries, joint venture and associate companies:

The company does not have any holding, subsidiary, joint venture or associate company as on 31st march, 2020. Also no company ceased to be a subsidiary, joint venture or associate during the year under review. Hence, the requirement of reporting the highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under review 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 the company to the path of growth, during his tenure as chairman & managing director of the company.

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

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

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

As stipulated under regulation 36(3) of sebi (listing obligations and disclosure requirements) regulations, 2015 ("listing regulations") and secretarial standard on 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 to the notice convening the 30th annual general meeting of the company.

The company has received declaration from all the independent directors of the company confirmingthat 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 change in the circumstances affecting their status as independent directors of the company. The Independent directors of the company have undertaken requisite steps towards the inclusion of their names in the data bank of independent directors maintained with the indian institute of corporate affairs in terms of section 150 of the act read with rule 6 of the companies (appointment & qualification of directors) rules, 2014 as per the ministry of 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 managerial personnel of the company as per the provisions of the act.

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

Directors responsibility statement:

Pursuant to the provisions of section 134(3)(c) of the act, the board of directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31 st march, 2020 and of the loss of the company for that period;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets 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 and that such internal financial controls are adequate and were operating effectively; and f. They have devised proper systems to ensure compliance with the provisions of all applicable 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/ business policy and strategy apart from other board businesses. The notice of the board meeting is given 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, unless the 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 30th may 2019, 14th august, 2019 (met twice as the meeting was postponed on the same day), 30th august, 2019, 14th november, 2019 and 14th february, 2020 and the maximum time gap between two board meetings did not exceed one hundred 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 under review 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 and regulation 25(3) of the listing regulations, a separate meeting of the independent directors of the company was held on 14th february, 2020, to review the performance of non-independent directors (including the chairman) and the board as whole and to ensure that system devised for checking the flow of information between the board and 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 regulations, a formal annual evaluation needs to be made by the board of its own performance and that of its committees and individual director. Schedule iv to the act, states that the performance evaluation of the independent directors shall be done by the entire board of directors, excluding the director being evaluated. The board works with the nomination and remuneration committee to lay down the evaluation criteria.

The board has carried out evaluation of its own performance, the directors individually as well as the working of its audit committee, nomination & remuneration committee and stakeholders relationship committee of the company. The board has devised questionnaire to evaluate the performances of each of executive, non-executive and independent directors. Such questions are prepared considering the business of the company and the expectations that the board have from each of the directors. The evaluation framework 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 its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

During the financial year under review, performance of non-independent directors, the board as a whole and the chairman was evaluated in a separate meeting of independent directors.

Committees of the board:

During the year, the committees of the board were re-constituted in accordance with the provisions 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 of section 177 of the act and regulation 18 of the listing regulations. As at 31st march, 2020, the audit committee comprised of two independent directors and one executive director of the company. The audit committee of the company reviews the reports to be submitted with the board of directors with respect to auditing and accounting matters. It also supervises the companys internal control and financial reporting process. During the financial year 2019-20, the audit committee met 5 (five) th may, 2019, 14th august 2019, 30 timeson30 th august, 2019. 14th november 2019 and 14th february 2020, and the maximum time gap between two meetings did not exceed one hundred and twenty days.

the composition and attendance of the members at the audit committee 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 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 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.

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

the terms of reference of the audit committee are as per the guidelines set out in regulation 18 of the listing regulations read with section 177 of the act. These broadly include:

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 the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever 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 directors 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.

managements discussions and analysis of companys 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 exercise of judgment by the management.

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

approval of appointment of chief financial officer after assessing the qualifications,experience 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 remuneration committee should comprise of at least three directors; all of whom should be non-executive directors. At least half of the committee members should be independent with an independent director acting as the chairman of the committee.

the composition of the nomination and remuneration committee is in compliance with the provisions of section 178 of the act and regulation 19 of the listing regulations. The nomination and remuneration committee recommends the remuneration payable to executive directors of the company. The company pays no sitting fees to independent directors for attending 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 30th august, 2019.

the composition and attendance of the members at the nomination & remuneration committee 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 present at 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 independence of directors and evaluating the performance of the board of directors.

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

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

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

recommend to the board, all remuneration, in whatever form, payable to senior management.

performance evaluation criteria of independent directors:

pursuant to the provisions of section 178 of the act read with schedule iv to the act and regulation 18 of the listing regulations and schedule ii to the listing regulations, the nomination and remuneration committee has formulated a policy on board evaluation and evaluation of individual directors. The evaluation is based on various factors which are as 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 and other employees.

selection:

any person to be appointed as a director on the board of directors of the company or as kmp or senior Management personnel, including independent directors, shall possess appropriate skills, experience and knowledge in one or more fields of sciences, actuarial sciences, banking, finance, economics, law, management, sales, marketing, administration, research, corporate governance or technical operations.

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

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

remuneration of executive directors:

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

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

in determining the remuneration, the nomination & remuneration committee shall consider the following:

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

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

3. Responsibility of the managing directors and the industry benchmarks and the current trends;

4. The companys performance vis--vis the annual budget achievement and individual performance.

remuneration of non-executive directors:

the non-executive directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the board / committee meetings. A non-executive director shall be entitled to receive sitting fees for each meeting of the board or committee of the board attended by him of such sum as may be approved by the board 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 the company during the financial year 2019-20.

the independent directors of the company shall not be entitled to participate in stock option 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 and executive committee members) the nomination & remuneration committee shall consider the following:

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

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

3. The components of remuneration includes salaries, perquisites and retirement benefits;

4. The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities, the companys performance vis--vis the annual budget achievement, industry benchmark and current compensation trends in the market.

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

during the financial year under review, no remuneration was paid to any of the directors 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 the provisions of section 178 of the act and regulation 20 of the listing regulations.

the committee is empowered to oversee the redressal of investors complaints pertaining to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate certificates, transfer /transmission /demat /remat of shares and other miscellaneous complaints. This committee is responsible for the satisfactory redressal of investors complaints and recommends measures for overall improvement in the quality of investor services.

during the financial year 2019-20, the stakeholders relationship committee met 4 (four) times on 30th may, 2019, 14th august, 2019, 14th november, 2019 and 14th february, 2020.

the composition and attendance of the members at the stakeholders relationship committee 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 stakeholders relationship committee was present at the 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 the committee and oversees the redressal of the investors grievances.

status of investors complaint as on end of the financial year 2019-20 is stated herewith:

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 concerns about unethical behavior, actual or suspected fraud, or violation of our code of conduct and ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the chairman of the audit committee in the exceptional cases.

We affirm that during the financial year 2019-20, no employee or director was denied access to the audit committee. The Vigil mechanism policy is available on the website of the 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 (appointment and remuneration of managerial personnel) rules, 2014, details of ratio of remuneration of each director to the median employees remuneration are appended to this report as "annexure ii".

Further, the information as required under the provisions of section 197 of the act read with rule 5(2) and of the companies (appointment and remuneration of managerial personnel) rules, 2014, is appended to this report as "annexure ii". During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed 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 risk mapping, risk analysis, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Particulars of contracts or arrangements with related parties:

All the related party transactions transacted during the year under review were in the ordinary course of business and were on arms length basis and the same are reported in the notes to the financial statements. Accordingly, the disclosure pertaining to related party transactions as required 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 on companys 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 under the provisions of 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 social responsibility initiatives:

The provisions of corporate social responsibility under section 135 of the act and rules made thereunder are not applicable to the company. Therefore, the company has not developed 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 and auditors) rules, 2014, m/s. J. D. Jhaveri & associates, chartered accountants, mumbai, (frn: 111850w) were appointed as statutory auditors of the company at the 28th annual 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 be held for the financial year ending 31st march, 2023.

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

Auditors report:

There were no adverse remarks or qualifications made by the auditors of the company in their report on the financial statements of the company for the financial year under review.

Details in respect of fraud reported by auditors:

Pursuant to section 143(12) of the act, during the year under review there were no frauds reported by the auditors of the company to the audit committee or the board of directors. 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 (appointment and remuneration of managerial personnel) rules, 2014, the secretarial audit report received from m/s. Pankaj nigam & associates, company secretaries, ghaziabadis appended as "annexure – iii" and forms part of this report.

In respect of the secretarial auditors remarks in their report, the directors would like to state as under:

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

reply: the company was in search of a suitable candidate for the said position from 12th april, 2019 who shall be competent and in possession of the requisite expertise. The company appointed ms. Disha shah, as the Company secretary & compliance officer with effect from 01st july, 2020. However, she resigned from her office with effect from 27th august, 2020 on personal grounds.

B) the compliance officer appointed w.e.f. 12th april 2019 under regulation 6 of lodr is 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 31st march 2019 to stock exchange was delayed by one day;

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

However, you may note that during the financial year 2018-19, the provisions of corporate governance including submission of annual secretarial compliance report was not applicable to the company but we voluntarily adopted the practice of complying with the said provisions.

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

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

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

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

reply: the company is already in negotiations with the service provider and is in process of complying with the same. During the year under review, there were no instances of trading by the insiders when in possession of the unpublished price sensitive information pertaining to the company. The management takes due care of handling the unpublished price sensitive information and compliance of other applicable provisions of sebi (prohibition of insider trading) regulations, 2015.

F) as required under sebi circular no. Sebi/ ho/ cfd/dcr1/cir/p/2018/85- dated. 28th may, 2018 as amended by subsequent circular(s) [relating to system driven disclosures in securities 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 to central depository services

Limited (cdsl) on time, however, due to technical difficulties faced by the company there was unintentional delay in submission of data to national securities depository limited (nsdl).

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

reply: the same was missed out inadvertently; however, the company has sent the necessary reminders to the shareholders by way of notes to the notice of annual general meetings 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, chartered accountants, mumbai as internal auditor of the company. The internal auditor submits his reports on quarterly basis to the audit committee.

Based on the report of internal audit, management undertakes corrective actions in their respective areas and thereby strengthens the significantaudit observations and corrective 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 board evaluates the efficiency and adequacy of financial control system in the company, its compliance with operating systems, accounting procedures at all levels and strives to maintain the standard in internal financial control.

Listing of securities:

The companys shares are listed on bse limited (bse) and national stock exchange of 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 stock exchanges.

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

Reasons for suspension of trading:

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

Material changes and commitment, if any, affecting the financial position of the company occurred between the end of the financial year to which the financial statements relate and the date of the report:

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

Report on corporate governance:

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

As on the last day of the previous financial year 2018-19, the paid up share capital and networth of the company was below the threshold limits stated above, thereby the company is not required to comply with the above provisions of corporate governance. Accordingly, the report on corporate governanceandcertificateregarding compliance of conditions 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 management discussion and analysis is a part of the annual report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the company or will have bearing on companys operations in future.

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

The company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013 and the rules thereunder. The company was not required to constitute the internal complaints committee pursuant to the provisions of the said act. There was no complaint received by the company on sexual harassment 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 the companies (accounts) rules, 2014 details regarding conservation of energy, technology absorption, 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 company do not consume energy intensively. However, the company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

B. Steps taken by the company for utilizing alternate sources of energy – though the activities undertaken by the company are not energy intensive, the company 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 company continues to take prudential measures in respect of technology absorption, adaptation and take steps to use the scarce resources effectively.

B. The benefits derived like product improvement, cost reduction, product development or import substitution not Applicable.

C. In case of imported technology (imported during the last three years reckoned from the 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 exchange earnings 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 applicable secretarial standards issued by the institute of company secretaries of india and the company complies with all the applicable provisions of the same during the year under review.

Acknowledgement:

Your directors take this opportunity to express their sincere appreciation for the assistance and co-operation received from all the government departments, banks, financial institutions, members and employees during the year under review and also looks forward to their continued support in the future.

Your directors also wish to place on record their deep appreciation for the committed services 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 the company 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:

Shareholders 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 and holders 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 1,27,800 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 & compliance officer with effect from 11th april, 2019.)

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

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

(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 1,82,91,017 0 1,82,91,017
2) interest due but not paid 0 7,74,170 0 7,74,170
3) interest accrued but not due 0 0 0 0
Total of (1+2+3) 0 1,90,65,187 0 1,90,65,187
Change in indebtedness during the Financial year
+ addition 0 39,46,796 0 39,46,796
- reduction 0 (82,47,941) 0 (82,47,941)
Net change 0 (43,01,145) 0 (43,01,145)
Indebtedness at the end of the Financial year 31.03.2020
1) principal amount 0 1,47,64,042 0 1,47,64,042
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 1,47,64,042 0 1,47,64,042

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 managing director during the financial year under review. Hence, no such particular is required to be 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. 4,55,420 - 4,55,420
(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) 4,55,420 - 4,55,420

(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