DSJ KEEP LEARNING LIMITED — Proxy Solicitation & Information Statement 2021

Mar 24, 2021

Date: 24th March, 2021

To To The Manager – CRD, The Manager, Mumbai – 400 001 Mumbai- 400 051 Scrip Code: 526677 Symbol: DALALSTCOM

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1 Dalal Street, Fort, Bandra Kurla Complex, Bandra (East),

Subject: Submission of Postal Ballot Notice

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and our earlier intimation dated 12th March, 2021 wherein it was informed that the Board of Directors have approved the Notice of Postal Ballot and authorized the Company Officials to finalize and issue the same on behalf of the Board, we hereby enclose the said Notice of Postal Ballot seeking approval of the members of the Company for change of Name of the Company.

Kindly take the above on your record.

Thanking you,

Yours faithfully, For DSJ Communications Limited

Sanjay Padode Chairman & Managing Director DIN - 00338514

Encl: A/a

DSJ COMMUNICATIONS LIMITED

CIN: L80100MH1989PLC054329

Regd. Off.: 419-A, Arun Chambers, 4th Floor, Tardeo, Mumbai - 400034 India Tel: 02243476017, E-mail: compliance.dsj@gmail.com, Website: www.dsjcommunication.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended)

Dear Member(s),

NOTICE is hereby given pursuant to Section 108 and Section 110 of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended and other applicable provisions of the Act and the rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), for seeking the approval of the Members of the Company to the proposed Special Resolution appended below by way of Postal Ballot by electronic means ("Postal Ballot").

In compliance with the provisions of General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No.33 /2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020 ("MCA Circulars") issued by Ministry of Corporate Affairs and on account of threat posed by COVID-19 pandemic situation, this Notice is being sent through electronic mode only, and hard copy of Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot.

The explanatory statement pursuant to Section 102 and other applicable provisions, if any, of the Act pertaining to the aforesaid resolution setting out the material facts concerning item and the reasons thereof is annexed hereto for your consideration.

The Board of Directors of the Company have appointed Mr. Manish Ghia, Partner of M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai as the Scrutinizer for conducting the Postal Ballot and remote e-voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Rules and Regulation 44 of the Listing Regulations, the Company is offering facility of e-voting to all Members to enable them to cast their votes electronically. Members are requested to follow the procedure as stated in the notes for casting of votes by e-voting.

In terms of the aforementioned MCA Circulars and in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, companies are advised to take all decisions requiring Members' approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/ E-voting in accordance with the provisions of the Act and Rules made thereunder, without holding a General Meeting that requires physical presence of Members at a common venue.

MCA has clarified that for companies that are required to provide E-voting facility under the Act, while they are transacting any business(es) only by Postal Ballot up to June 30, 2021 or till further orders, whichever is earlier, the requirement provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company will send Postal Ballot Notice by e-mail to all its Members who have registered their e-mail addresses with the Company, the Registrar and Share Transfer Agent or Depository/ Depository Participants and the communication of assent/ dissent of the Members will only take place through the E-voting system.

This Postal Ballot is accordingly being initiated in compliance with the above MCA Circulars.

The Scrutinizer will submit his report to the Chairman and/or to the Company Secretary duly authorized by him, after completion of the scrutiny of the votes received through e-voting in a fair and transparent manner. The results of the postal ballot shall be declared by the Chairman or the Company Secretary duly authorised on or before Monday, 26th April, 2021 for submission with BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") where the equity shares of the Company are listed. The results of the postal ballot will also be displayed on the Company's website: www.dsjcommunication.com and Service Provider's website: www.evotingindia.com.

PROPOSED RESOLUTION:

1. TO CONSIDER AND APPROVE CHANGE IN NAME OF THE COMPANY AND SUBSEQUENT ALTERATION IN MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY:

"RESOLVED THAT pursuant to the provisions of Sections 4, 13 and other applicable provisions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 including any modification(s), re-enactment thereof for the time being in force, and pursuant to change in line of business of the Company, subject to the clauses of the Memorandum of Association and Articles of Association of the Company and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to the approval of the Registrar of Companies ("ROC"), BSE Limited, National Stock Exchange of India Limited and other regulatory authorities as may be applicable, consent of the members of the Company be and is hereby accorded to change the name of the Company from "DSJ Communications Limited" to "DSJ Keep Learning Limited" and subsequent alteration in Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT consequent to the necessary approvals, the name "DSJ Communications Limited" wherever occurs in the Memorandum of Association, Articles of Association, letterheads, billboards, rubber stamps and any other document be substituted by the new name.

RESOLVED FURTHER THAT Mr. Sanjay Padode, Chairman & Managing Director, Mr. Pranav Padode, Whole Time Director & Chief Executive Officer, Mr. Shrikant Chilveri, Chief Financial Officer and Mr. Jaiprakash Gangwani, Company Secretary & Compliance Officer of the Company, be and are hereby severally authorized to make necessary application(s) and to sign, execute and file all forms, papers and documents as may be considered necessary or expedient, for making application in this regard to regulatory authorities and do all such acts, deeds, matters and things as may be required in this connection."

By the Order of the Board For DSJ Communications Limited

Place : Mumbai Date: 12th March, 2021

Sanjay Padode Chairman & Managing Director DIN: 00338514

NOTES:

• 1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 ("the Act") stating material facts and reasons for the proposed resolution is annexed hereto.
• 1. The Postal Ballot Notice is being sent to the shareholders of the Company whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, 19th March, 2021 ('cut-off date').
• 1. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is pleased to provide voting by electronic means ("e-voting") facility to the Members, to enable them to cast their votes electronically. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") to provide e-voting facility to its Members. As per Section 110 and other applicable provisions of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended ("Rules") and guidelines prescribed by the Ministry of Corporate Affairs for holding general meetings/ conducting postal ballot process, vide General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No.33 /2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020 on account of COVID-19 ("MCA Circulars"), this Notice is being sent only by e-mail to all the members, whose e-mail IDs are registered with the Company or with Depositories and whose name appear in the register of members/ list of beneficial owners as received from the Depositories as on Friday, 19th March, 2021 ("Cut-off Date"). It is however, clarified that all members of the Company as on the Cut-off Date (including those members who may not have received this Notice due to non-registration of their e-mail IDs with the Company or the Depository) shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified. Shareholders whose email IDs are not registered, are requested to contact the Company at compliance.dsj@ gmail.com or CDSL (in case of dematerialised shares) or Link Intime India Private Limited ("RTA") at rnt.helpdesk@linkintime.co.in (in case of physical shares) and send a request letter signed by all the shareholders along with self-attested copies of PAN Card and address proof to register their email ids. In view of extraordinary circumstances due to pandemic caused by Covid-19, the Company is sending Postal Ballot Notice in electronic form and as per MCA General Circular No. 39/2020 dated 31st December, 2020, exemption is being provided for dispatch of hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope to the shareholders upto 30th June, 2021. Shareholders may note that this notice is also available on the website of the Company at www.dsjcommunication.com and CDSL at www.evoting.com.
• 1. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., directly to the Company's Registrar & Transfer Agents. Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrar and Transfer Agent, Link IntimeIndia Private Limited. Members holding shares in physical form are requested to intimate such changes to the Company's Registrar and Transfer Agent, Link Intime India Private Limited at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083 quoting their folio number.
• 1. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their Depository Participants in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.
• 1. Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members on Friday, 19th March, 2021("Cut-off date"). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date will be entitled to cast their votes.
• 1. A member cannot exercise his/her vote through proxy on postal ballot. However, Corporate and Institutional members shall be entitled to vote through their authorized representatives. Corporate and institutional members are requested to provide a proof of authorization (board resolution/authority/letter/power attorney, etc.) in favour of their authorized representatives to the Company at compliance.dsj@gmail.com.
• 1. The Resolution, if passed by requisite majority, will be deemed to be passed on the last date specified for e-voting i.e. Saturday, 24th April, 2021 Further, all the resolutions passed through this postal ballot shall be deemed to have been passed by the members at a General Meeting.
• 1. The documents referred to in Explanatory Statement will be available for inspection at the Company's website: www.dsjcommunication.com

1. Members can cast their vote online from 9.00 A.M. on Friday, 26th March, 2021 till 5.00 P.M. on Saturday, 24th April, 2021. The remote e-voting module shall be disabled for voting by CDSL thereafter.

11. The process and manner for e-voting are as under:

The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on Friday, 26th March, 2021 at 9.00 A.M. and ends on Saturday, 24th April, 2021 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, 19th March, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) The shareholders should log on to the e-voting website www.evotingindia.com.
• (iii) Click on Shareholders.
• (iv) Now Enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
• (v) Next enter the Image Verification as displayed and Click on Login.
• (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (vii) If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bothdemat shareholders as well as physical shareholders)
	•Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of thesequence number in the PAN field.
	•In case the sequence number is less than 8 digits enter the applicable number of 0'sbefore the number after the first two characters of the name in CAPITAL letters. Eg. Ifyour name is Ramesh Kumar with sequence number 1 then enter RA00000001 in thePAN field.
Dividend Bank	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
Details	demat account or in the company records in order to login.
OR Date ofBirth (DOB)	•If both the details are not recorded with the depository or company please enter themember id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

• (viii) After entering these details appropriately, click on "SUBMIT" tab.

• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xi) Click on the EVSN of DSJ Communications Limited on which you choose to vote.

• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• (xiv) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• (xvii) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• (xix) Note for Non Individual Shareholders and Custodians:

  • • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www. evotingindia.com and register themselves as Corporates.
  • • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk. evoting@cdslindia.com.
  • • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • • The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
  • • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

• 1. A person, whose name is recorded in the register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting.
• 1. Mr. Manish Ghia, Partner of M/s. Manish Ghia & Associates, Company Secretaries, Mumbai have been appointed as the Scrutinizer to scrutinize the remote e-voting process.
• 1. The Scrutinizer shall, immediately after the conclusion of voting through Postal Ballot unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or any person authorised by him, who shall countersign the same. The Scrutinizer's decision on the validity of a vote cast will be final and binding.
• 1. The Results declared, along with the report of the Scrutinizer, shall get displayed on the website of the Company www. dsjcommunication.com and on the website of CDSL www.evotingindia.com immediately after the declaration of result by the Chairman or a person authorized by him in writing and communicated to National Stock Exchange of India Limited and BSE Limited.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 1

The Members may note that the Board of Directors at its meeting held on 12th February, 2021 had suggested following name of the Company which is in line with the new business activities of the Company under the provisions of the Companies Act, 2013:

1. DSJ Keep Learning Limited

The Ministry of Corporate Affairs, Govt. of India has informed that there is no objection in the availability of the changed name 'DSJ KEEP LEARNING LIMITED' from the existing name 'DSJ COMMUNICATIONS LIMITED'. Accordingly, the Board of Directors is seeking approval of the Members by way of Special Resolution for change of name of the Company from "DSJ Communications Limited" to "DSJ Keep Learning Limited", subject to all necessary regulatory and statutory approvals.

In terms of Sections 4, 5, 13 and 14 of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, pursuant to change of name of the Company, the Memorandum and Articles of Association of the Company shall also undergo changes. As a result, the consent of the Members by way of Special Resolution is also being sought for subsequent alteration of Memorandum of Association and Articles of Association of the Company. A copy of the proposed draft of Memorandum and Articles as well as the existing Memorandum and Articles of Association are available for inspection at the Registered Office of the Company on all working days (except Saturdays) between 11.00A.M. and 1.00 P.M. and shall be made available online upto the last date of remote e-voting.

The Directors consider the proposed Special Resolution in the interest of the Company and recommend the same for your approval by Postal Ballot through remote e-voting process, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 for passing the Special Resolution under Item No. 1 as set out in this Notice.

None of the Director(s) and Key Managerial Personnel(s) of the Company and their relatives is concerned or interested, financially or otherwise, in the aforesaid resolution.

By the Order of the Board For DSJ Communications Limited

Place: Mumbai Date: 12th March, 2021

Sanjay Padode Chairman & Managing Director DIN: 00338514