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DSJ Communication Ltd.

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Annual Report

For Year :
2014 2013 2012 2011

Director’s Report

Dear Members, The Directors present the 24th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2014. FINANCIAL HIGHLIGHTS: (Rs. In Lakhs) Particulars For the Year For the Year Ended Ended March 31,2014 March31,2013 Total Revenue - - Less: TotalExpenditure 17.69 10.38 Profit before Depreciation and Amortization expenses, Finance Cost and Tax (17.69) (10.38) Less: Depreciation and Amortization Expenses - - Less: Finance Cost - - Less: Provision for Tax - - Profit before tax (17.69) (10.38) Less: Provision for tax - - Profit after tax (17.69) (10.38) Balance of Profit/(Loss)as per last Balance Sheet (4955.12) (4944.74) Balance of Profit/(Loss) carried to Balance Sheet (4972.80) (4955.12) OPERATIONS: During the year under review, the Company has not carried out any business activities. The Company is in process of developing a state of the art digital content delivery and analytics platform which will enable investors to track information on the markets and also to transact on such markets in a safe and secure manner. The management is optimistic about the Company''s future plans and policies for its growth and expansion. DIVIDEND: In view of no business activity during the year under review and accumulated losses, your directors do not recommend any dividend for the year under review. DIRECTORS: In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vijaysingh Padode, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board recommends the appointment of Mr. Vijaysingh Padode as Director of the Company. In terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with the above provisions, it is proposed to appoint Mr. Nitin Sawant and Mr. Rakesh Magaji, Independent Directors of the Company to hold office as such upto 31st March, 2019, who shall not be liable to retire by rotation. The Company has received declarations from both the Independent Directors confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clauses 49 of the Listing Agreement entered with the Stock Exchanges. Your Directors recommend the appointment of Directors as aforesaid. Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under the Clause 49 of the Listing Agreement with BSE Limited, National Stock Exchange of India Limited and Ahmedabad Stock Exchange Limited are given in the Notice convening 24th Annual General Meeting. Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors of your Company hereby confirm that: 1. In the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable Accounting Standards have been followed and no material departures have been made from the same; 2. 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 affair of the Company at the end of financial year ended 31st March, 2014 and loss of the company for the year ended on that date; 3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and 4. They have prepared the Annual Accounts on a Going Concern basis. STATUTORY AUDITORS: M/s. J. D. Jhaveri & Associates, Chartered Accountants, Mumbai (having FRN: 111850W), the Statutory Auditors of your Company hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a certificate from them to the effect that their re-appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act. Your Directors recommend the re-appointment of M/s. J. D. Jhaveri & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of 24th Annual General Meeting upto the conclusion of 28th Annual General Meeting of the Company and to audit financial statements for the financial year 2014-15 to 2017-18. AUDITORS'' REMARK''S: In respect to Auditors'' remarks in their report relating to the interest and principal amount are not repaid regularly in respect of loans and all loans are overdue as on the date of the Balance sheet, your directors would like to state that due to financial crunch and no business activities during the year, your Company could not pay interest on loan taken and repay loan on due date. PUBLIC DEPOSITS: Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made thereunder during the year ended 31st March, 2014. PARTICULARS OF EMPLOYEES: During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished. LISTING OF SECURITIES: The Company''s shares are listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited (ASEL). However, the Scrip has been suspended from trading at National Stock Exchange of India Limited (NSE). The Company has paid listing fees to BSE Limited for the financial year 2014-2015. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement entered into with Stock Exchanges, the following have been made a part of the Annual Report and attached to this report: * Management Discussion and Analysis Report * Corporate Governance Report * Certificate regarding compliance of conditions of Corporate Governance PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information in terms of requirements of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as follows: (A) Conservation of Energy: In absence of any business activities carried out during the year under review, your director has nothing to report with respect to conservation of energy. (B) Research and Development: The Company has not carried out any specific research activity and so no benefit has been derived from it. (C) Technology absorption, adaption and innovation: The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively. (D) Foreign Exchange Earnings and Outgo: There were no transactions during the year under review in which foreign exchange earnings or outgo was involved. ACKNOWLEDGMENT: Your Directors take this opportunity to express their deep appreciation for the assistance and co-operation received from all the Government departments, Banks and members 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. For and on Behalf of the Board of Directors Place: Mumbai Vijaysingh Padode Date: 14th August, 2014 Chairman & Managing Director

Director’s Report