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History of DSJ Communications Ltd.

DSCL was incorporated on 21 November 1989 as a Private Limited Comp. & was converted into a public limited Comp. by a special resolution passed at the Extra Ordinary General Meeting held on 29 March 1994 & obtained fresh certificate of incorporation from the Registrar of Companies, Maharashtra at Bombay on 14th June, 1994. DSCL is a part of DSJ Group of Companies which inter alia includes DSJ Finance Corporation Limited & Dataline & Research Technologies [Is] Limited. DSCL was formed to take over the publication business of Boom Trading & Investments which is a partnership firm of Padode family. In terms of takeover agreement executed in April 1990 DSCL has been licensed to use the brand name of `Dalal Street Investment Journal' till such time as the Promoter Group continues to hold at least 35% of DSCL equity or till 31 March, 2005 [whichever is earliers] when it may be renewed by mutual consent for 5 years at a time. Under the agreement, Boom Trading and Investments transferred the entire running business of publishing, except the ownership rights to certain publication titles. The parties to the agreement arrived at a consideration value of Rs.10,50,000 by mutual consent. This consideration was settled by lumpsum payment. There is no separate fee or charge, fixed or recurring, for license to use the publication titles of Boom Trading & Investments.

DSCL publishes the investment magazine 'Dalal Street Investment Journal' which is a popular publication with a specific coverage on issues relating to investments & corporate performance. Each issue features a database of over 1500 listed companies & also carries new issue analysis, special reports, industry reviews & corporate analysis. Dalal Street Investment Journal is a fortnightly magazine published in English, Hindi & Gujarati editions. The magazine was first published in 1986 as a 12 page cyclostyled newsletter & has since grown in readership to achieve the current circulation of over 100,000 copies a fortnight. The Hindi & Gujarati editions launched in 1991 & 1993 respectively have a circulation of around 20,000 copies & 10,000 copies per issue respectively.

DSCL also publishes a weekly newsletter 'Flashnews' which makes recommendations on investment opportunities based on technical & fundamental analysis. Flashnews has over 16,000 subscribers. DSCL has been publishing a fortnightly 'India Economic Update' which contains information on the Indian economy, business opportunities government policies etc. This periodical was published on behalf of Government of India vide a contract with the Department of Advertising and Visual Publicity, Ministry of Information and Broadcasting & was distributed through Indian Consulates & Missions in 111 countries with a readership of 50,000 The contract with the Government has since expired.

DSCL has instituted the Annual DSJ Award for corporate excellence which is based on a comprehensive evaluation of corporate performance. Since its inception, these awards have grown in prestige & have come to be a coveted recognition of corporate excellence. DSCL has been appointed as Sales Representative for India by Economist Group, Hong Kong. This agreement initially upto September 1995. DSCL is responsible for generating sales of Economist Intelligence Unit and Business International & for providing after sales support. The commission payable to DSCL is 30% of net price [after discounts] of new sales of subscription products & research reports directly achieved by DSCL. DSCL is structured into three principle business divisions:

a. Publications Division

This division publishes 6 periodicals [DSJ - 3 editions, Flashnews, India Economic Update, DSJ Annualss]. The editorial content & articles are sourced from DSJ correspondent network & from news agencies. The DSJ Group has an inhouse research division, Corporate & Economic Research Centre [CERCs] which is manned by a team of qualified financial analysts & which contains a database of around 4200 Indian Corporates. The publications of DSCL obtain data from CERC. The printing work of the publications is handled in the press division of DSFL. The distribution of DSCL publications are conducted through Padode Communications Pvt. Ltd.

b. Seminars Division

This division organises & conducts seminars on matters of topical interest in the fields of management, finance, marketing, etc. International experts their chair these seminars which are designed to provide the participants with indepth analysis & commentaries on the subject. These seminars are a forum for participants to obtain an insight & exchange opinions. DSCL has till date organised three seminars including the seminar conducted by Tom Peters on General Management & Strategy.

c. Research Division

DSJ intelligence Unit offers research reports on business, industry, corporates & economy. It is already producing a weekly primary market research report 'PRIMEX' & a monthly 'Market Barometer' for institutional clients. It has also researched the information which is being marketed in 'National Stock Exchange Infobank'.

MAIN OBJECTS OF THE COMPANY

The objects of Comp. inter alia, includes the following:

1. To purchase or otherwise acquire from Messrs. Boom Trading & Investment & Messers. Hi Tech Offset Printers all the properties, assets, right, title, interest & goodwill in the business of Messers Boom Trading & Investments & Messers Hi Tech Offset Printers including all interest in land, building, leases, machinery & plant whatever interest the said Messers Boom Trading & Investments & Messers Hi Tech Offset Printers have in the movable & immovable properties & the liabilities as may be incidental thereof with a view to enter into an agreement thereto & to carry the same into effect with or without modification.

2. To start, acquire, print, publish & circulate or otherwise deal with any newspaper or newspapers, magazine or magazines & other publication & to carry on the business of art, printers, colour printers, plate printers, etching printers, lithographic printers, offset printers, photo-gravure printers, rill form & automatic printers & to carry on the business of magazine, periodicals, journal proprietors, press agents, news agents, publishers, book sellers, book binders, wholesale an retail dealers in stationary & newsprint.

The Comp. vide resolution approved in its Extra Ordinary General Meeting dated 1st September, 1993 u/s 149 of Act has decided to commence business in the activities listed below:

1. To act as management consultants & to provide advice, services, consultancy in various fields, general administrative, commercial, legal, economical, labour, industrial public, relations, scientific, technical direct & indirect taxation & other levies, statistical, accountancy, quality control data processing & marketing by holding seminars, training workshops or elsewhere in India & abroad & to hire consultants & experts for aforesaid purpose.

2. To manufacture, buy, sell, import, export, hire, take onlease, to exhibit, distribute & to deal in any other manner in films & other cinematographic products both of own manufacture or manufactured by others, Indian or foreign in or outside India & also to engaged agents & other experts, articles for above or any other purposes of Comp. & to pay & remunerate persons so engaged.

3. To carry on business of media representatives & concessioners for India & international including acting as representatives & agents of advertisers, media space & time selling & marketing Agents, Media space & Time contractors, concessioners, innovators, hirers space, time & display rights, distribution rights, redistribution rights of television signals in India of Indian & international origin, representatives & looking agents / contractors / consultants of various mediums of publicity & promotions, campaign managers, sponsors for marketing of products, market research, marketing consultants, representatives, promoter, owners, distributors & holders of right, dealers in films cinematographic products, commissioning & processing of copy rights, selling & levying of audio, audio-visual material, work of Art & Literature.

4. To purchase, take on hire or otherwise acquire, films, television & video rights with exhibiting, distributing & renting of same & to sell, give on hire or otherwise the films, talkies & the rights so acquired as well as company production with their exhibiting, distributing & renting rights.

5. To set up, operate, newswire service & to collect new, views, opinions, information from all parts of world through reporters, agents with arrangements with other agencies, through teleprinter, telecommunication lines & other modern means of communication in India or abroad.

6. To develop, acquire, design, redesign, compile, improve, databases relating to industry, corporates, economy, finance, law, money, bullion, commodity & capital markets & to prepare reports, directories & other value added products for marketing in India & abroad.