DSJ Communication Ltd Management Discussions.

Industrialo verview, structure and development:

The history of publishing is characterized by a close interplay of technical innovation and social change, each promoting the other. Publishing as it is known today depends on a series of three major inventions—writing, paper, and printing—and one crucial social development—the spread of literacy. The activity has grown from small beginnings into a vast and complex industry responsible for the dissemination of all manner of cultural material; its impact upon civilization is impossible to calculate.

India offers a promising market for the print media industry. India is fast becoming one of the major print producers and manufacturers of printed paper products in the world markets. The bright future and the immense scope of the indian print media have also aroused the interest of foreign investors. Foreign media has also shown interest in investing in indian publications. A booming indian economy, literate population on the rise, increasing consumerism, entry of global brands in the country and opening of the sector to foreign investors would drive the growth in print media.

The publication industry was traditionally known for propagating news and information to a large audience through printed materials. With the advent of the internet and web 2.0, the industry has evolved significantly and today its purpose and objectives are not limited by the constraints imposed on it through the choice of the print medium. The industry has adapted the new medium and has quickly transformed its characteristics from being just broadcast to becoming interactive. Every consumer of information has become a producer of information as well, creating a new breed of knowledge customer called as "prosumers". The company undertakes no obligation to publicly update or revise any of the opinions or forward looking statements expressed in this report consequent to new information or developments, events or otherwise.

Financialpe rformance:

The company was engaged in the business of publication of business books and journals. In the current financial year due to continuous financial crunch and accumulated losses and following the covid-19 outbreak, the company could not carry any profitable business activity. The performance of capital market in india has a direct correlation with the prospect of economic growth and political stability. Though the growth projections for fy 2020-21 appear reassuring, there are certain downside risks such as pace and shape of global recovery, effect of withdrawal of fiscal stimulus and hardening of stock prices.

Opportunities and threats:

The threats to this industry are the entry of foreign players as this industry is being slowly opened by the government. The change in communication medium from paper to electronic is a great opportunity for this industry as it is reducing the cost of production and at the same time helping the industry to publish in real time, thus giving more opportunities for advertisers to participate in the various products of this industry. Due to the larger appetite to consume information of the growing literate population in the country there is an emerging need to address the gaps in niche areas. Existing newspapers and publications have already established their brands and customer connects; however their platforms are limited and cannot address the horizontal width and variety of information that is being sought. Though the internet has also empowered the users with the ability to access information on demand, this has also enhanced the need for processed and analyzed information that can be utilized for taking actions and decisions. This is a huge opportunity for the publishing industry.

Market attractiveness / outlook:

India is on the rise and enhanced literacy rate of this country is adding to the demand of news and information. Inspite of the large proliferation of tv channels and the internet, the demand for printed publications continues to grow. Indian, as a community has always been well informed. The democratic constitution of the country has also added to the information explosion as free speech is one of the privileges that every indian citizen enjoys. Thus the market attractiveness of the indian publishing industry is very high.

Risks and concern:

The print industry is highly competitive. The industry is not only facing competition from its peers but also from other media forms, like television broadcasters, radio broadcasters, e-broadcasting and websites. With launch of many news channels recently, the competition has increased. The internet has many inherent advantages over print due to its search, sort and organising functions. Though there is still time, the threat is inevitable, as is evident from the increasing internet penetration and the fact that internet is gaining relevance in the models of print media plays a vital role. Considering the quantum of risk, the company may explore opportunities in other sectors.

I nte rnal control system and their adequacy:

The company has proper and adequate system of internal control to ensure that all the assets are safeguarded from loss, damage or disposition. The company has independent audit system to monitor the entire operations and the audit

Committee monitors the financial statements to ensure that transactions are adequately authorized and recorded, and that they are reported correctly. The board of directors considers internal controls as adequate as it regularly reviews the findings and recommendations of internal audit.

Discussion on financial performance with respect to operationalpe rformance:

The financial statements are prepared in accordance with section 134 of the companies act, 2013 and accounting principles generally accepted in india, including indian accounting standards. The results of the operations are discussed in the boards report.

Human resource development:

Over the years, your company has developed an environment, which fosters excellence in performance by empowering its people, who are always on continuous improvement path with an ultimate aim to add value to their intellectual and knowledge resources. The companys success depends largely upon the quality and competence of its management team and key personnel.

There are 3(three) employees in the company as on 31st march 2020.

Details of significant changes in key financial ratios:

changes (i.e. Change of 25% or more as compared to the immediately previous financial year) there were no significant in key financial ratios.

Return on net worth:

Return on net worth during the previous and current financial year is negative due to losses.

Cautionary statement:

Statement in this management discussion and analysis describing the companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk and uncertainties. Important factors that could make a difference to the companys operations include raw material availability and prices, cyclical demand and pricing in the companys principal markets, changes in government regulations, tax regimes, economic developments within india and the countries in which the company conducts business and other incidental factors.

Declaration on compliance of code of conduct

To,

The members of

Dsj communications limited

I, sanjay padode, chairman & managing director of the company hereby confirm that the company has adopted code of conduct for all the board of directors and senior management personnel of the company and all have affirmed their adherence to the code during the financial year 2019-20.

Cfo/ceo certificate

[as per regulation 17(8) of sebi (listing obligations and disclosure requirements) regulations, 2015]

To, the board of directors, dsj communications limited 31- a, noble chambers, 4th floor, janma bhoomi marg, fort, mumbai- 400001

We, sanjay padode, chairman & managing director and arvind manor, chief financial officer of the company hereby certify that:

a. We have reviewed financial statements and the cash flow statement for the year ended 31 st march, 2020 and that to the best of my knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the audit committee:

i. Significant changes in internal control over financial reporting during the year, if any; changes in accounting policies during the year and that the same have been disclosed in the notes

ii. Significant to the financial statements; if any; and

iii. Instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having significant role in the companys internal control system over financial reporting.