dsj keep learning ltd share price Directors report


To,

The Members,

DSJ Keep Learning Limited (Formerly known as DSJ Communications Limited)

Your Directors hereby present the 32nd Annual Report covering the operational and financial performance of your company together with the Audited Financial Statements for the financial year ended 31st March 2022.

FINANCIAL HIGHLIGHTS & PERFORMANCE:

The financial figures for the year under review are given below:

(Rs in Lakhs)

S,r. Particulars No. For the Year ended 31st March 2022 For the Year ended 31st March 2021
1. Revenue from Operations 482.06 17.57
2. Other Income 13.11 17.63
3. Total Income 495.17 35.21
4. Total Expenses 359.55 410.85
5. Profit/ (Loss) before Finance Cost, Depreciation, Exceptional items and Taxes 135.62 (375.64)
Less: Finance Cost 32.62 31.16
Less: Depreciation (Net) 5.22 0.01
6. Profit/(Loss) Before Exceptional items and Tax Expense 97.78 (406.81)
7. Less : Exceptional items - -
8. Profit/(Loss) Before Tax Expense 97.78 (406.81)
9. Less: Provision for Tax (29.62) (1.07)
10. Profit/(Loss) After Tax 127.40 (407.88)
11. Other Comprehensive Income (0.18) -
12. Total Comprehensive Income/(Loss) 127.22 (407.88)
13. Balance of Profit/(Loss) as per last Balance Sheet (5526.16) (5118.28)
14. Less: Transfer to Debenture Redemption Reserve - -
15. Less: Transfer to Reserves - -
16. Less: Dividend paid on Equity Shares - -
17. Less: Dividend paid on Preference Shares - -
18. Less: Dividend Distribution Tax - -
19. Balance of Profit/(Loss) carried to Balance Sheet (5398.94) (5526.16)

Previous Year figures have been re-grouped where necessary and have been re-stated as per IND-AS.

REVIEW OF OPERATIONS:

During the year under review, the Company has registered a turnover of Rs.482.06/- Lakhs (previous year Rs. 17.57/-Lakhs) and Net profit after Tax of Rs.127.22/- Lakhs (previous year Net Loss Rs.407.88/- Lakhs). Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

The Company’s performance has been discussed in detail in the "Management discussion Analysis Report" which forms a part of this report.

CHANGE OF NAME OF THE COMPANY:

During the year, owing to the change in the main objects clause of the Company from Publication business to Education Services business, Company has changed the name from ‘DSJ Communications Limited to DSJ Keep Learning Limited’ to reflect the new business activities of the Company in their main object clause and the fresh certificate of incorporation consequent to change of name was obtained from the Registrar of Companies, Mumbai, Maharashtra on 29th June, 2021.

FUTURE PROSPECTS AND OUTLOOK

The Company will continue to grow its core business and take it to larger markets. We will leverage the opportunity of serving as campus enablers for higher education institutes - of helping them deliver on quality of learning outcomes at scale. Within higher education, our process outsourcing vertical will focus on refining the admissions processes of our partner institutes and driving up the number of admissions we deliver on. We will diversify the product offering of our SaaS platform, keeplearningOS, and launch it across various other institutes. Within continuing education, our career enablement platform, keeplearning.live. will now include newer program offerings and serve a broader base of learners. With the highest standards of operations and a strong leadership team, we are poised to unlock future growth.

DIVIDEND:

To conserve the resources for future business requirement, 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:

The Authorized Share Capital of your Company was increased from ? 10.65.00.000 (Rupees Ten Crores Sixty-five lakhs only) to ? 16.00.00.000 (Rupees Sixteen Crores only) during the year under review. Consequently. the Authorized Share Capital of your Company as of March 31. 2022. stood at ? 16.00.00.000/- (Rupees Sixteen Crores only) divided into 15,35,00,000 (Fifteen Crores Thirty-Five Lakhs) equity shares of Rs. 1/- (Rupees One) each, 15,000 (Fifteen Thousand) 14% Non-Cum-Redeemable Preferences Shares of Rs.100/- (Rupees One Hundred) each and 5,00,000 (Five Lakhs) 10% Cumulative Convertible preference Shares of Rs.10/-(Rupees Ten ) each ranking pari passu in all respect with the existing shares of the company as per the Memorandum and Articles of Association of the Company.

Your Company has pursuant to the approval of shareholders and in-principal approval of BSE Limited and National Stock Exchange of India Limited (NSE) issued 41,44,662 (Forty-One Lakhs Forty-Four Thousand Six Hundred And Sixty Two) equity shares of ?1 each at par to the promoters of the company against the conversion of unsecured loan on a preferential basis, and the same was allotted by the Board of Directors in its meeting held on 21st February 2022. It is confirmed that:

(i) the price was determined on the basis of a valuation report of a registered valuer;

(ii) the valuation report was given by a registered valuer appointed by the Audit Committee of the Company;

(iii) all other provisions of section 247 of the Act and Rules made thereunder have been duly complied with.

The paid-up share capital of your Company as on 31st March 2022 stood at ? 7.83.41.162 /- (Rupees Seven Crore Eighty- Three Lakhs Forty One Thousand One Hundred And Sixty Two only) divided into 7,74,41,162 (Seven Crore Seventy Four lakhs Forty One Thousand One Hundred And Sixty Two only) equity shares of the face value of ? 1/- (Rupees One Only) each [excluding calls in arrears of Rs. 57,85,000/- (Rupees Fifty Seven Lakhs Eighty Five Thousand only)]. and 9.000 (Nine thousand only) 14% Non-cumulative Redeemable Preference shares of the face value of ? 100/- (Rupee One Hundred only) each.

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.

COPY OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company’s website at https://dsikeeplearning.com/dsicl/annual-reports.php.

HOLDING, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company as on 31st March, 2022. 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 MANAGERIAL PERSONNEL:

Mr. Pravin Gaonkar (DIN: 09041578) ceased to be an Independent Director of the Company w.e.f. the end of close of business hours on 12th November, 2021 owing to his other preoccupations and other commitments. The Board places on record its appreciation for his services toward the Company.

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. Pranav Sanjay Padode, Whole-Time Director and Chief Executive Officer of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors vide circular resolution dated 02nd February, 2022 has appointed Mr. Atish Kumar Chattopadhyay (DIN: 09483136) as an Additional Director in the capacity of the Independent Director of the Company not liable to retire by rotation subject to the approval of the Members at the forthcoming Annual General Meeting (AGM) of the Company for a period of 5 years effective from 02nd February, 2022.

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), a brief resume of the Directors proposed to be appointed/re-appointed is annexed to the Notice convening the 32nd Annual General Meeting of the Company.

The Company has received a declaration from all the Independent Directors of the Company confirming 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. 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 and rules framed thereunder.

As of the date of this report, Mr. Sanjay Vijaysingh Padode (DIN:00338514) Chairman and Managing Director, Mr. Pranav Sanjay Padode (DIN:08658387) Whole-Time Director and Chief Executive Officer, Mr. Shrikant Ramaswami Chilveri, Chief Financial Officer and Mr. Jaiprakash Laxmandas Gangwani (ACS-55760), Company Secretary & Compliance Officer are the Key Managerial Personnel (KMP) of the Company.

As of the date of this Board’s report, the Company’s Board of Directors comprises the following directors:

Name of Directors Director Identification Number (DIN) Category
Mr. Sanjay Vijaysingh Padode 00338514 Chairman and Executive Director
Mrs. Kalpana Sanjay Padode 02390915 Non-Executive and Non-Independent Director
Mr. Pranav Sanjay Padode 08658387 Whole-Time Director and Chief Executive Officer
Mr. Sameer Sudhakar Paddalwar 02664589 Independent Director
Mr. Atish Kumar Chattopadhyay 09483136 Independent Director

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 for the financial year ended 31st March, 2022, 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 31st March, 2022 and of the profit 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 for the year ended 31st March, 2022 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 16th June, 2021,22nd July, 2021, 14th August, 2021,27th August, 2021, 12th November, 2021 and 14th February, 2022 respectively 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 Directors at the meetings held during the year under review is stated herewith:

Sr Name of Directors No. Category No. of Meetings of Board attended
1. Mr. Sanjay Vijaysingh Padode Chairman and Managing Director 6
2. Mrs. Kalpana Sanjay Padode Non-Executive and Non-Independent Director 6
3. Mr. Pranav Sanjay Padode Whole-Time Director and Chief Executive Officer (CEO) 6
4. Mr. Sameer Sudhakar Paddalwar Independent Director 6
5. Mr. Atish Kumar Chattopadhyay* Independent Director 1
6. Mr. Pravin Gaonkar** Independent Director 5

* Appointed by way of circular resolution as the Independent Director of the Company with effect from 02nd February 2022.

** Ceased to be as the independent director from the close of business hours on 12th November, 2021.

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, 2022 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.

ANNUAL PERFORMANCE 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. Nomination and Remuneration Committee and

3. Stakeholders’ Relationship Committee.

The Composition of the Committees as on 31st March, 2022 are as follows:

Sr Name of Committee No. Name of the Committee members Category Chairman / Member
1 Audit Committee Mr. Sameer Sudhakar Paddalwar Independent Chairman
Mr. Atish Kumar Chattopadhyay Independent Member
Mr. Sanjay Vijaysingh Padode Executive Member
2 Nomination and Remuneration Committee Mr. Sameer Sudhakar Paddalwar Independent Chairman
Mrs. Kalpana Sanjay Padode Non-executive Member
Mr. Atish Kumar Chattopadhyay Independent Member
3 Stakeholders’ Relationship Committee Mr. Sameer Sudhakar Paddalwar Independent Chairman
Mr. Atish Kumar Chattopadhyay Independent Member
Mr. Sanjay Vijaysingh Padode Executive 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, 2022, 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 Company’s internal control and financial reporting process.

During the financial year 2021-22, the Audit Committee met 6 (Six) times on 16th June, 2021, 22nd July, 2021, 14th August, 2021,27th August, 2021,12th November, 2021 and 14th February, 2022 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 2021-2022 are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mr. Sameer Sudhakar Paddalwar Chairman 6 6
Mr. Sanjay Vijaysingh Padode Member 6 6
Mr. Pravin Gaonkar** Member (upto 12th November, 2021) 5 5
Mr. Atish Kumar Chattopadhyay* Member (w.e.f. 02nd February, 2022) 1 1

• Appointed by way of circular resolution as the Independent Director of the Company with effect from 02nd February 2022.

** Ceased to be as the independent director from the close of business hours on 12th November, 2021

Mr. Sameer Sudhakar Paddalwar, Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on 28th September, 2021 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 Director’s 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.

• Management’s Discussions and Analysis of Company’s 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 2021-22, the Nomination and Remuneration Committee met 2 (two) times on 16th June, 2021, and 27th August 2021.

The composition and attendance of the members at the Nomination & Remuneration Committee Meetings held during the financial year 2021-2022 are as follows:

Name of the Members Designation No. of Meetings
Held Attended
Mr. Sameer Sudhakar Paddalwar Chairman 2 2
Mrs. Kalpana Sanjay Padode Member 2 2
Mr. Pravin Gaonkar** Member (upto 12th November, 2021) 2 2
Mr. Atish Kumar Chattopadhyay* Member (w.e.f. 02nd February, 2022) NA NA

• Appointed by way of circular resolution as the Independent Director of the Company with effect from 02nd February 2022.

** Ceased to be as the independent director from the close of business hours on 12th November, 2021

Mr. Sameer Sudhakar Paddalwar, Chairman of the Nomination & Remuneration Committee was present at the last Annual General Meeting of the Company held on 28th September, 2021. 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 https://dsikeeplearning.com/dsicl/appointment-terms-independent-director.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 reflecting short 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 Company’s performance vis-a-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 2021-22.

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 reflecting short 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 Company’s performance vis-a-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.

Details of sitting fee paid to be Directors:

• None of the Non-Executive / Independent Director are being paid any sitting fees.

• 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, nonreceipt 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 2021-22, the Stakeholder’s Relationship Committee met 4 (Four) times on 16th June, 2021, 14th August, 2021, 12th November,2021 and 14th February, 2022.

The Composition and attendance of the members at the Stakeholder’s Relationship Committee Meetings held during the financial year 2021-2022 are as follows:

Name of the Directors Designation No. of Meetings
Held Attended
Mr. Sameer Sudhakar Paddalwar Chairman 4 4
Mr. Sanjay Padode Member 4 4
Mr. Pravin Gaonkar** Member (upto 12th November, 2021) 3 3
Mr. Atish Kumar Chattopadhyay* Member (w.e.f. 02nd February, 2022) 1 1

* Appointed by way of circular resolution as the Independent Director of the Company with effect from 02nd February 2022.

** Ceased to be as the independent director from the close of business hours on 12th November, 2021

Mr. Sameer Sudhakar Paddalwar, Chairman of the Stakeholder’s Relationship Committee was present at the last Annual General Meeting of the Company held on 28th September, 2021. The Company Secretary and/or Compliance Officer of the Company acts 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 2021-22 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
0 0 0 0

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Act, the Company has adopted 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.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the Audit Committee of the Board.

The objective of this mechanism is to maintain a redressal system that can process all complaints concerning questionable accounting practices, internal controls, or fraudulent reporting of financial information.

We affirm that during the financial year 2021-22, no employee or director was denied access to the Audit Committee.

The Vigil Mechanism Policy is available on the website of the Company at https://dsikeeplearning.com/dsicl/reports/ policies/vigil-mechannism-whistle-blower-policy.pdf.

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 employee’s remuneration are appended to this report as "Annexure I".

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 I".

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 arm’s 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 Act in Form AOC-2 is not applicable. Suitable disclosure required under the Accounting Standard (Ind AS 24) have been made in the notes to the Financial Statement.

As required under Regulation 23 of the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The policy on dealing with Related Party Transactions is available on Company’s website at https://dsikeeplearning.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the Notes to the financial statements.

INSURANCE:

All the properties including buildings, plant and machinery and stocks have been adequately insured.

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:

M/s. Jayesh Dadia & Associates LLP., Chartered Accountants (Firm Registration No.: 121142W/W100122), has been appointed as the Statutory Auditors of the Company by the members by passing the resolution through Postal Ballot on 25th December, 2021 for filling the casual vacancy caused by the resignation of M/s. J. D. Jhaveri and Associates to hold office up to the date of this ensuing AGM. The Audit Committee and the Board of Directors have placed on record their appreciation for the professional services rendered by M/s. J. D. Jhaveri and Associates during their association with the Company as the Auditors of the Company.

The Audit Committee and Board further recommended the appointment of M/s. Jayesh Dadia & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company for a period of five consecutive years to hold office from the conclusion of the ensuing 32nd AGM till the conclusion of 37th AGM to be held in the year 2027.

The Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s. Jayesh Dadia & Associates LLP., Chartered Accountants. They have confirmed to hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.

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. Anshul Bhatt & Associates, Company Secretaries, Mumbai is appended as "Annexure - II" 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 has not redeemed its preference shares, the statutory time limit for redemption is overdue.

Reply: Pursuant to section 55 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 the Company ought to have redeemed the preference share of the Company but refrain to do so due to the below reason as specified:

The Holder of preference shares is under liquidation and hence the legal formalities for redemption of preference shares could not be taken and processed till date.

b) The Company has certain charges registered at ROC website which are repaid but the satisfaction of charges not done.

Reply: These are very old charges which were satisfied long back. However, the banks have no information in their records hence they are not providing charge satisfaction letter for filing the e- form CHG-4 for satisfaction of Charge.

Further Certificate being old is in process of being taken on record. All these charges are very old and banks also having no records (physical file) of the same. The Company is trying to co-ordinate with the Banks for latest no dues certificate in order to satisfy the respective charges with Ministry of Corporate Affairs (MCA).

(c) The Company is not compliant to the requirement of 100% Promoter and Promoter group in dematerialized form.

Reply: Equity shares are held by one of the promoter entities of the Company. The said Promoter Company is under liquidation since 1998 as a result the shares cannot be dematerialized.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Company has appointed/continued Mr. Amit B. Agarwal & Associates, Chartered Accountants, Mumbai as Internal Auditor of the Company. The Internal Auditor submits his reports on a periodic basis to the Audit Committee.

Based on the report of the internal audit, management undertakes corrective actions in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place an adequate Internal Financial Control System. The Board evaluates the efficiency and adequacy of financial control system in 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 Company’s shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company hereby confirms that the Company has made the payment of Annual Listing Fees for the financial year ended as on 31st March, 2022 to BSE Limited and National Stock Exchange of India Limited.

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 2021-22 to which this financial statement relates and the date of this report.

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 Net-worth 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 2020-21, the paid up Share Capital and Net-worth 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 Governance and Certificate regarding 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.

BUSINESS RESPONSIBILITY REPORT:

The provisions in terms of Regulation 34(2)(f) of the Listing Regulations regarding Business Responsibility Report ("BRR") of the Company are not applicable to the your Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS 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 the going concern status of the Company or will have bearing on company’s operations in future.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and 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 has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment.

The Company has Complaint Redressal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, including constitution of the Sexual Harassment Committee i.e. Internal Complaints Committee.

No. of complaints filed during Financial Year 2021-22 NIL
No. of complaints disposed off during Financial Year 2021-22 NA
No. of complaints pending as on 31st March, 2022 NA

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 the 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 toward 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.

MAINTAINENCE 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 cooperation received from all the Government departments, Banks, Financial Institutions, members and employees during the year under review and also look 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

For and on behalf of the Board of Directors
Place: Mumbai Sanjay Vijaysingh Padode Pranav Sanjay Padode
Date: 30th August, 2022 Chairman & Managing Director Whole-time Director and CEO
DIN: 00338514 DIN:08658387