Directors Report of DSJ Keep Learning Ltd.

Mar 31, 2014

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

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Mar 31, 2012

Dear Members,

The Directors present the 22nd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS:

(Rs. In Lakhs)

Particulars For the For the Year Ended year ended March 31,2012 March 31,2011

Total Revenue 0.00 0.00

Less: Total Expenditure 24.83 82.31

Profit/(Loss) before Depreciation and Amortization expenses,

Finance Cost and Tax. (24.83) (82.31)

Less: Depreciation and Amortization Expenses. 0.00 0.00

Less: Finance Cost 0.01 0.00

Less: Prior Period Expenses 0.00 0.00

Less: Short Provision for Taxation 0.00 (46.48)

Profit/(Loss) before Exceptional Item and Tax (24.82) (128.79)

Less: Exceptional Item 0.00 0.00

Profit/(Loss) before tax (24.82) (128.79)

Less: Provision for tax 0.00 0.00

Profit/(Loss) after tax (24.82) (128.79)

Balance of Profit/(Loss) as per last Balance Sheet (4919.91) (4791.12)

Balance of Profit/(Loss) carried to Balance Sheet (4944.74) (4919.91)

OPERATIONS:

During the year under review, the Company has not carried out any business activities. The management is optimistic about start of Company's business in near future.

DIVIDEND:

In view of no business activity during the year under review and accumulated losses, your directors do not recommend any dividend during the year under review.

DIRECTORS:

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nitin Sawant, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

During the year under review, Mr. Rakesh Magaji was appointed as an Additional Director w.e.f. March 28, 2012. He holds office upto the date of Annual General Meeting. Your Company has received a notice under Section 257 of the Companies Act, 1956 together with necessary deposit from a member proposing his candidature for office of Director at the ensuing Annual General Meeting. The Board recommends for his appointment as Director of the Company.

Mr. Jayesh Dadia, Director of the Company has resigned from the directorship of the Company w.e.f. March 16, 2012. The Board places on record its sincere appreciation for the contribution made by him during his tenure.

DIRCTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the Annual Accounts for the year ended March 31,2012, the applicable accounting standards have been followed and no material departures have been made from the same;

2. The Directors 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 March 31, 2012 and loss of the company for the year ended on that date;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended March 31, 2012 on a "going concern" basis.

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 there under during the year ended March 31, 2012.

STATUTORY AUDITORS:

The Statutory Auditors of the Company M/s. S. V. Navalkar and Associates, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, will be in accordance with the sub-section (1B) of Section 224 of the Companies Act, 1956 and that they are not disqualified from such re-appointment within the meaning of Section 226 of the said Act.

Your Directors recommend their re-appointment as Statutory Auditors of the Company to hold office from conclusion of ensuing Annual General Meeting upto the conclusion next Annual General Meeting of the Company and to audit the accounts for the financial year 2012-2013.

AUDITOR'S OBSERVATIONS:

In respect to Auditors' remarks in their report regarding no internal audit system commensurate with the size and nature of its business, 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 as follows :

1) Since no business activities are carried out during the year, no formal Internal Control System is adopted by the Company, however the Board of Directors of the Company controls over the affairs of the Company

2) 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.

PARTICULARS OF EMPLOYEES:

During the year under review, no employees were 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 your directors have nothing to report in this regard.

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 BSE Limited and National Stock Exchange of India Limited (NSE). The Company has made the application for revocation of suspension from trading in its scrip to BSE Limited on March 29, 2012 and has received the in-principle approval on August 27, 2012 for the same. The Company is in process of completing the procedure for revocation of suspension from trading in its scrip from BSE Ltd.

The Company has paid listing fees with BSE Ltd. for the financial year 2012-13.

CORPORATE GOVERNANCE:

The Company has complied with the provisions of the Clause 49 of the Listing Agreement during the year under review. A detailed report on compliance of the Corporate Governance along with certificate from Statutory Auditors' and Management Discussion and Analysis Report are attached to this Report.

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 directors have nothing to report with respect to conservation of energy.

(B) Research and Development:

The Company has not carried out any specific research activity.

(C) Technology absorption, adoption 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.

ACKNOWLEDGEMENTS:

Your Directors would take this opportunity to express its deep appreciation for the assistance and co-operation received from all the Government departments, Banks, Financial Institutions and members during the year under review and also looks forward 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

Vijaysingh Padode Chairman and Managing Director

Place: Mumbai Date : August 31, 2012

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Mar 31, 2011

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, .

FINANCIAL HIGHLIGHTS: (Rs. In Lakhs)

Particulars 2010-11 2009-10

Total Income 0.00 0.00

Less Total Expenditure 82.30 5.95

Profit (Loss) Before Depreciation 82.30 5.94

Less Depreciation Nil Nil

Net Profit Loss Before Tax 82.30 5.94

Add Less Prior Period Adjustment Nil Nil

Profit Loss for the year 82.30 5.94

Add Balance brought forward from the last year 4791.12 4785.37

Add Short provision for income tax 46.48 -

Balance carried to Balance Sheet

OPERATIONS:

During the year under review, the Company has not carried out any business activities The management is optimistic about the Company's future and is chalking various plans and phase 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 during the year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review in terms of section 58A of the Companies Act, 1956 and rules made there under.

DIRECTORS

The Board of Directors of your Company appointed Mr. Vijaysingh Mode as a Managing Director of the Company for the period of 5 (Five) years w.e.f. 23rd August, 2011, subject to the approval of members.

The Board recommends for approval of the appointment of Mr. Vijaysingh Padode as a Managing Director of the Company.

Mr. Tarun Pal, Director of the company has resigned from the directorship of the company w.e.f 31st May, 2011. Mr. Praap Padose, Director of the company has resigned from the directorship of the company w.e.f. 11th June 2011

Mr. Nitin Sawant Mr. Jayesg Daid and Mr. Sanjay Padode were appointment ads Additional Directors w.e.f 31st May 2011, 10th June and 11th June respectively . In times of the provisions of section 260 of the companies Act, 1956 Mr. Nitin Sawant, Mr. Jayesh Daid and Mr. Sanjay Padode hold the office up to the Date of ensuing Annual General Meeting as they were appointment as additional directors during the period under review. The Board recommends their appointment as Directors of the company.

The Board places on Record its sincere appreciation for the contribution and by the Directors during the tenure.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of companies Act, 1956 with respect to Director s Responsibility Statement it is Hereby confirmed that.

1. In the preparation of the Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true and fair view of the state affair of the company at 31st March , 2011 and loss of the company for the year ended on that date.

3. That the Directors have taken proper and sufficient care for to maintenance of adequate accounting records in accordance with provisions of the companies Act, 1956 for safeguarding the assists of the company for preventing and selecting fraud other regulates;

4. That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

PARTICULARS OF EMPLOYESS

As per the provision of section 217 (2A) of the companies Act, 1956 read with companies (Particulars of employs) Rules 1975, as amended, no employs were in receipt of remuneration exceeding the limiters during the yarn under review as prescribed that section and hence your director have nothing to report in this regard.

PARTICULARS REGARDING CONSERVATIOB OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EARINGS AND OUTGO.

Information in terms 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.

(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, adoption 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.

STATUTORY AUDITORS

The statutory auditors of the Company M/s. S. V. Navalkar & Associates, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The appointment if made will be in accordance with the sub section (IB) of section 224 of the Companies Act, 1956 as per certificate furnished by the auditor.

Your Directors recommend their appointment as Statutory Auditors of the Company to hold office up to the conclusion of the next Annual General Meeting of the Company and to audit for the financial year 2011 -2012.

AUDITOR'S OBSERVATIONS: -

Observations of auditor are self explanatory and do not need further comment/explanation from directors in this report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Report on Corporate Governance and Statutory Auditor's certificate regarding compliance of the conditions of Corporate Governance are attached hereto and form part of this Report.

CONSTITUTION OF AUDIT COMMITTEE:

Pursuant it to the provisions of section 292 A of the Companies Act, 1956, the Board of Directors had constituted an Audit Committee comprising of three directors viz. Mr. Vijaysingh B. Padode, Mr. Tarun Pal and Mr. Pratap Padode.

After resignation of Mr. Tarun Pal and Mr. Pratap Padode, the Board has reconstituted Audit committee on 11th June, 2011 comprising of three directors Mr. Nitin Sawant, Mr. Vijaysingh B. Padode, and Mr. Jayesh Dadia.

The detailed information is provided in the section of Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: INDUSTRIAL STRUCTURE AND DEVELOPEMENT

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

INDUSTRY OVERVIEW

India offers a promising market for the print media industry. India is fast becoming one of the major print producer & manufacture of printed paper products for the world markets. A booming Indian economy, literate population on the rise, increasing consumerism, entry of global brands in the country and opening of the sector to foreign investors would drive the growth in print media

OPERATIONAL PERFORMANCE

DSJ Communications Limited is engaged in the business of publication of business books and journals. In the current financial year due to continuous financial crunch and accumulated losses, the Company could not carry any business activity.

RISKS AND CONCERN

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

SEGMENT REPORTING

Since Company is non operational there is no segment wise or product wise performance.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The company has in place adequate internal control systems. By Order of Board of Directors

for DSJ Communications Limited

Place: Mumbai Vijaysingh Padode

Date: 5th September, 2011 Chairman and Managing Director

Regd. Office:

31 -A, Noble Chambers,

4th Floor, Janmabhoomi Marg,

Fort, Mumbai-400001

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Mar 31, 2010

The directors present herewith the Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

(Rs. In Lakhs) FINANCIAL RESULTS 2009-10 2008-09

Total Income 0.0 0.45

Less: Total Expenditure 5.95 26.20

Profit/(Loss) before Depreciation (5.94) (25.75)

Less: Depreciation Nil Nil

Net Profit / (Loss) before Tax (5.94) (25.75)

Add / (Less) Prior Period Adjustment Nil Nil

Profit/ (Loss) for the year (5.94) (25.75)

Add : Balance brought forward from the last year (4785.37) (4759.42)

Balance carried to Balance Sheet (4791.12) (4785.17)

OPERATIONS:

During the year under review, the Company remained non operational. The management is optimistic about the Company's future and is chalking various plans and policies for its growth and expansion.

TRANSFER TO RESERVE

In absence of profits, the Company has not transferred any amount to reserves during the year under review.

DIVIDEND

In the absence of profits, your directors do not recommend any dividend during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Vijaysingh Padode retires by rotation at the ensuing annual General Meeting and offers himself for re-appointment.

Mr. Tarun Pal and Mr. Pratap Padode are continuing directors on the board of the Company.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

AUDITORS

The statutory auditors of the Company M/s. S. V. Navalkar & Associates, Chartered Accountants, Mumbai, retires at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The appointment if made will be in accordance with the sub section (1B) of section 224 of the Companies Act, 1956 as per certificate furnished by the auditor. Members will be required to appoint Auditors for the current year and to authorize the Board of Directors to fix their remuneration.

AUDITOR'S OBSERVATIONS:

Observations of auditor are self explanatory and do not need further comment/explanation from directors in this report.

DIRCTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have adopted such accounting policies and applied them

consistently and made judgments estimates that were reasonable and prudent so as to give a true and fair view of the state affair of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended 31st

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate report on corporate governance is annexed with this annual report. Also enclosed a Management Discussion and Analysis report.

CONSTITUTION OF AUDIT COMMITTEE:

As required by the provisions of section 292A of the Companies Act, 1956 and provision of Listing Agreement, the Board of Directors has constituted an Audit Committee comprising of three directors viz. Mr. Vijaysingh B. Padode, Mr. Tarun Pal and Mr. Pratap Padode. The detail information is provided in the section of Report on Corporate Governance.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the support and Co operation, which the Company continues to receive from its associates and bankers. The Directors are also thankful to the Shareholders for there unstinted support.

Regd. Office

31-A, Noble Chambers, For DSJ COMMUNICATIONS LIMITED

4th Floor, Janmabhoomi Marg Fort, Mumbai - 400001.

Sd/-

Vijaysingh Padode

Date: September 5,2010 Director

Place: Mumbai