DSJ KEEP LEARNING LIMITED — AGM Information 2020

Oct 1, 2020

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30[th] September, 2020

To, The Manager – CRD BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 526677

The Manager National Stock Exchange of India Limited Exchange Plaza, Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051 SYMBOL: DALALSTCOM

Dear Sir/Madam,

Sub.: Proceedings of 30[th] Annual General Meeting held on Wednesday, 30[th] September, 2020 held through Video Conference/Other Audio Visual Means

Pursuant to the provisions of Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the proceedings of the 30[th] Annual General Meeting (AGM) of the Members of the Company held on Wednesday, 30[th] September, 2020 at 2:00 P.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) facility.

You are requested to kindly take the same on record.

Thanking you

Yours faithfully

For DSJ Communications Limited

_______ Sanjay Padode Chairman & Managing Director DIN: 00338514

Encl.: As above

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PROCEEDINGS OF THE 30[TH] ANNUAL GENERAL MEETING OF THE COMPANY HELD ON WEDNESDAY, 30[TH] SEPTEMBER, 2020

The 30[th ] Annual General Meeting (“AGM”) of the Company was convened and held on Wednesday, September 30, 2020 at 2.00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility.

The meeting commenced at 2.00 p.m.

Mr. Sanjay Padode, Chairman, Managing Director & Compliance Officer, Mr. Nitin Sawant, Independent Director & Chairman of Audit Committee, Nomination & Remuneration Committee and Stakeholders’ Relationship Committee, Mr. Ganesh Pawar, Independent Director and Mr. Arvind Manor, Chief Financial Officer, had joined the meeting through VC. Ms. Sujata Poojari, Independent Director could not attend the meeting.

Representatives of the Statutory Auditors, Secretarial Auditors and Scrutinizers also attended the meeting through VC.

Mr. Sanjay Padode chaired the meeting and highlighted certain points as meeting was conducted through VC/OAVM as follows:

• The Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements and the relevant documents as stated in the Notice of AGM were made available for inspection electronically by the members during the AGM.

• As the AGM was held through VC, the facility for appointment of proxies by the members was not applicable and hence the proxy register was not available for inspection.

• The Company received request from only one shareholder to register himself as speaker at the AGM. Further, no queries were received from any other members.

• As the AGM was convened through VC, resolutions were put to vote through remote evoting prior to the AGM and the requirement to propose and second was not applicable.

Total 44 (Forty Four) members were present through VC at the AGM. As the requisite quorum was present, the Chairman called the meeting to order.

The Chairman informed that in view of the restrictions due to outbreak of COVID-19 and considering the social distancing norms, the AGM was conducted through VC / OAVM in accordance with the circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

Mr. Sanjay Padode, Chairman & Managing Director introduced all the Directors and Key Managerial Personnel present at the meeting through VC/OAVM.

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The Company received 4 (Four) Authorized Representations from Bodies Corporates under Section 113 respectively of the Companies Act, 2013 (“the Act”) in respect of 1,51,75,171 Equity shares representing ( 19.19 %) of the paid up capital of the Company.

Thereafter, the Chairman briefed about the status of suspension of shares of the Company on the Stock Exchanges and about exploring new line of business activity as an education service provider. Attention of the members was drawn to the Notice of AGM of the Company wherein it is proposed to alter the main objects of the Company.

The Company has tied up with Central Securities Depositories Limited (CDSL) to provide facility for electronic voting system (remote e-voting or voting at AGM) and participation in the AGM through VC / OAVM facility. The facility for voting through e-voting system was made available during the AGM for Members who had not cast their vote prior to the Meeting.

The Board of Directors had appointed M/s. Manish Ghia & Associates, Company Secretaries (FCS 6252), Mumbai as the Scrutinizer to scrutinize the e-voting process and e-voting during the AGM, in a fair and transparent manner.

The Chairman further informed that the Notice of the 30[th] AGM and the Annual Report containing the Audited Financial Statements of the Company for the financial year ended March 31, 2020, together with the Boards’ Report and Auditors’ Report thereon along with relevant Notes to Financial Statements were to be taken as read as the same had already been circulated to the members.

Since, there were no qualifications, observations or adverse comments in the report of the Statutory Auditors and Secretarial Auditors which has any material bearing on the functioning of the Company, the said reports were not required to be read. However, attention of the members was drawn to the observations of Secretarial Auditors alongwith their reply in the Boards’ Report of the Company.

The Meeting was taken ahead to the Agenda items as appended in the Notice of the AGM.

			Type of Resolution Ordinary Ordinary Special Special
	Item No.	Agenda Items	Type of Resolution
	Ordinary Business
	1.	To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31stMarch, 2020 together with the Reports of the Board of Directors and Auditors thereon.	Ordinary
	2.	To appoint a Director in place of Mr. Sanjay Padode, Chairman and Managing Director (DIN: 00338514), who retires by rotation and beingeligible,offers himself for re-appointment.	Ordinary
	Special Business
	3.	Alteration in the Memorandum of Association for Change of the Main Object Clause of the Company.	Special
	4.	Approval for Related PartyTransactions	Special

Mr. Sanjay Padode, then welcomed the only shareholder who registered himself as speaker to ask questions/queries. However, it was informed that the said shareholder did not attend the meeting.

Since, there were no queries to be addressed, the Chairman proceeded towards concluding the AGM. He announced that the voting on the CDSL platform will continue to be available for the next 15 minutes from the conclusion of the AGM. Therefore, members who had not cast their vote were requested to do so.

The voting results shall be announced within 48 hours of the conclusion of the Meeting. The same shall be intimated to Stock exchanges and also be placed on the website of the Company and CDSL.

Mr. Nitin Sawant, Independent Director gave a vote of thanks to the Chair and the meeting was concluded at 2.11 p.m.