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 |
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