Mar 31, 2015
The Directors have pleasure in presenting the 21stBoard's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.
(Rs. In Lacs)
Particulars 2014-15 2013-14
Total Income 96.96 83.16
Total Expenses 69.80 61.71
Net Profit Before Tax 27.16 21.45
Provision for Tax 5.20 4.41
Provision for Deferred Tax
Net Profit After Tax 22.71 13.29
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
As the members are aware that the company is into the business of trading into stocks and shares and stock broking, the market conditions were favorable this year, this resulted in an increase in revenue by around Rs. 14.00 Lac resulting into an overall increase in profits by around Rs. 8.00 Lac. The management of the Company hopes to further improve the performance in coming future.
CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the business of the Company during the year and the company continued to carry on its business of trading into securities and stock broking.
With the view to conserve the resources of company the directors are not recommending any dividend.
CHANGES IN SHARE CAPITAL, IF ANY
During the Financial Year 2014-15, there has been no change in the share capital of the Company. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the endof the financial year to which this financial statements relate on the date of this report
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: 1)
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2014-15, the Company held 10 (Ten) meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.
SNo. Date of Meeting Board Strength No. of Directors Present
1 15.05.2014 7 7
2 30.05.2014 7 7
3 15.06.2014 7 7
4 25.07.2014 7 7
5 14.08.2014 7 7
6 17.10.2014 6 6
7 14.14.2014 6 6
8 01.12.2014 6 6
9 14.02.2015 6 6
10 31.03.2015 4 4
# Meeting on 31.03.2015 was the meeting of Independent Directors only
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 and of the profit and loss of the company for that period;
(c) The directors had 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) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws
AUDITORSAND REPORT THEREON
The Auditors, M/s P. Mahendran, Chartered Accountants, (Registration No 29194), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year, from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.
There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information. (Annexure: 2)
LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable
RELATED PARTY TRANSACTIONS
The Company has not entered into any related party transaction during the year under review and hence no disclosure is required under this heading.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:
* Provide an overview of the principles of risk management
* Explain approach adopted by the Company for risk management
* Define the organizational structure for effective risk management
* Develop a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.
* Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.
DIRECTORS and KMP
During the current financial year the following changes have occurred in the constitution of directors of the company:
S. Name Designation Date of Date of Mode of No appointment cessation Cessation
1 Mr. Omprakash Director 13.12.2010 17.10.2014 Resignation Bohra
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of the Companies (Particulars of Employees) Rules, 1975, in respect of employees of theCompany and Directors is furnished hereunder:
No remuneration has been paid to the Directors or the Key Managerial Personnel during the year under review.
However the Median Remuneration of Employees excluding Managing Director and Whole-time Director is Rs. 2.00 Lac during the year.
The Company had 13 permanent employees during the year under review and the median remuneration of the employees increased to by 37% as compared to that of last year, however the total salary increased by 42.6% as compared to an increase by 16.59% in the performance of the Company, for last year.
PARTICULARS OF EMPLOYEES
Your Directors confirmed that no employee fall under the particulars of Section 192 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors includingthe Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.
Report on Corporate Governance along with the Certificate of the Auditors, M/s. P. Mahendran, confirming compliance of conditions of CorporateGovernance as stipulated in the Listing Agreement with the Stock Exchanges forms part of the Board Report.
According to Schedule V Part II Section II point IV states that:
a) The remuneration package of the directors are as follows: None of the Directors of the Company are / were paid any remuneration during the financial year under review.
b) The fixed component and performance linked incentives along with performance criteria are as follows:
c) Any service contracts, notice period, servant fees, if any
d) Stock option details, if any
INDEPENDENT DIRECTORS and DECLARATION
Mr. Manoj Kumar More, Mr. Avinash Kumar, Mr. Sunil Sharma & Mr. Kalpesh R. Madhavi are proposed to be appointed as the independent director of the company as per Section 149(10) of the Companies Act, 2013 in the upcoming Annual General Meeting for a term of 5 consecutive years on the Board of the Company.
The Board of Directors of the Company hereby confirms that all the appointees, proposed to be appointed as Independent Directors have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.
Remuneration to Executive Directors:
The remuneration to be paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.
However, no remuneration has been paid to any of the Directors including managing Director in the current financial year.
Remuneration to Non-Executive Directors:
No remuneration is being paid to the Non-Executive Directors.
SECRETARIAL AUDIT REPORT
Further the Secretarial Audit Reportas provided by M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretaryfor the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information. (Annexure: 3)
The provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder are not applicable t o the Company and hence no records have been maintained under these provisions.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
ORDER OF COURT
No orders have been passed against the Company by any of the regulators / courts / tribunals impacting the going concern status of the Company's operation in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has maintained adequate financial controls, with reference to the Financial Statements.
SHARES IN SUSPENSE ACCOUNT (LISTED COMPANY)
The Company has not kept any shares in the Suspense Account and that whole of the Paid-up capital of the Company has been allotted to the rightful owner and hence no disclosure required under this heading.
SHARES IN UNCLAIMED SUSPENSE ACCOUNT (LISTED COMPANY)
The Company has not kept any shares in the Suspense Account and that whole of the Paid-up capital of the Company has been allotted to the rightful owner and hence no disclosure required under this heading.
MATERIAL VARIATIONS(LISTED COMPANY)
There are no material variations between the projections and the actual utilization / profitability of the Company during the year under review.
Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.
For & on behalf of the Board of Directors
Date: 02 09 2015 Pratik Bhatt Devendra Kumar Sharma DIN : 00655368 DIN : 02799986 Place: Mumbai Director Director
Mar 31, 2012
The Directors take pleasure in presenting the 18th Annual Report on the business and operations of the company together with the Audited Balance Sheet and Profit And Loss Account for the financial year ended March 31, 2012.
The financial performance of your company for the year ended March 31, 2012 is summarized below:
YEAR ENDED 2012 YEAR ENDED 2011 PARTICULARS (Rs. in lacs) (Rs.in lacs)
Total Income 35.66 84.16
Total Expenditure 34.45 34.17
PBIDT 1.21 49.99
Depreciation 3.95 10.58
Provision for Taxes --- 0.95
Provision for Deferred (0.94) (10.27)
Net Profit/(Loss) (1.80) 48.73
The Company's total income during the year was Rs. 35.66 lacs as compared to that of last year which was Rs. 84.16 Lacs. As indicated in the table above, the company has underperformed in the current year as compared to previous year as the market conditions and the present economic scenario of the country as well as the global market conditions did not support the Company's business which is stock broking and is mainly related to the capital market which is not performing well.
However the company managed to maintain its expenditure to its minimum level and there is only a marginal increase as compared to previous year. Due to poor market conditions, the Company has incurred a net loss of Rs.1.80 Lacs as compared to the profits of Rs. 48.73 Lacs.
The environment is challenging but your company is hopeful that with the improving market condition the management of the company shall be able to overcome the situation and post better results.
Due to requirement of funds for the current working of the Company, your directors express their inability to recommend any dividend on equity share capital for the year under review.
CHANGE IN DIRECTORS:
During the year under review, Mr. Manoj Kumar More, Mr. Nawal Bansal, Mr. Om Prakash Kishanlal Bohra, Mr. Devendra Kumar Sharma, Mr. Avinash Kumar, Mr. Sunil Sharma, Mr. Kalpesh Ramchandra Madhavi & Mr. Pratik Sudhir Bhatt who were earlier appointed as additional directors were appointed as regular directors on the board w.e.f. September 27, 2011. As Mr. Pratik Sudhir Bhatt was appointed as Managing Director on the Board w.e.f December 10, 2012 by the Board, his appointment was required to be approved in the meeting of shareholders held on September 27, 2011. However as the resolution could not be proposed in the last annual general meeting (AGM) due to some technical reasons, he ceased to be the Managing Director of the company and had to vacate his office on September 27, 2011. He was re-appointed as the managing director on the board w.e.f. October 03, 2011 and now the Board proposes to approve his appointment as a Managing Director in the ensuing AGM.
Apart from the above, Mr. Nawal Bansal one of the non-executive and independent directors ceased to be associated with the company, due to his resignation w.e.f. April 24, 2012.
Auditors report is self explanatory, and the auditor has not marked any qualification in the report. Hence it does not call for any further comments.
APPOINTMENT OF AUDITORS:
The Auditors M/s. P. Mahendran, Chartered Accountants who were appointed as the Auditors of the company at the last AGM of the company, retire at the conclusion of the ensuing AGM and have given a declaration to the effect that their reappointment in the company shall be within the limits of section 224 of the Companies Act, 1956. Shareholders are requested to consider the re-appointment of the auditors from the conclusion of the ensuing AGM till the conclusion of the next AGM.
The Company has a duly constituted audit committee in place and a detailed note on its powers and functioning are covered under the report on Corporate Governance stipulated under clause 49 of the Listing Agreement and forming part of this report.
At the end of this financial year 2011-12, the net tangible assets stood at Rs. 13.38 Lacs.
During the year under review, fixed assets were brought into the Company and appropriate depreciation is being charged at the end of the year.
The Company does not have any subsidiary company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.
CONSOLIDATED FINANCIAL STATEMENTS:
The company does not have any subsidiary Company within the meaning of section 4 of the Act. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.
The Company has neither invited nor taken any deposits in terms of the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO:
As the Company's main business is related stock broking and investment in securities, the provisions regarding conservation of energy and technology absorption are not applicable to the company.
There were no foreign exchange earnings and outgo in the Company during the said financial year.
The Company was successful in maintaining cordial industrial relations throughout the year. Your directors place their sincere appreciation for services rendered by the staff of the company.
PARTICULARS OF EMPLOYEES:
As there are no employees employed by the company falling within Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 hence relevant disclosures are not required.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management, confirm that, to the best of their knowledge:
(1) In the preparation of the annual accounts for the financial year 2011-12, the applicable accounting standards has been followed along with proper explanations relating to the material departures.
(2) They have selected the accounting policies in consultation with the statutory auditors and have applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company and the profit & loss of the company for the period ended March 31, 2012.
(3) They had taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing & detecting fraud & other irregularities;
(4) They had prepared the annual accounts on a "going concern" basis.
Your Company is committed to global best practices. A report on corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange form a part of the Annual Report.
A certificate from the statutory auditor of the company, regarding compliances with Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.
The Company has in place a Code of Conduct for its Board members and senior management team, who have affirmed compliance thereto.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has at a unified and centralized level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social - building activities.
The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report as required under Clause 49(IV)(F) of the Listing Agreement is disclosed separately in this report.
DISCLOSURE OF MATERIAL CHANGES SINCE THE DATE OF BALANCE SHEET:
The Board of Directors in their meeting held on April 24, 2012 approved the resignation of Mr. Nawal Bansal from the Board of the Company.
The Board of Directors have also approved and applied for the membership of BSE SME Exchange after discussing the matter in their meeting dated July 19, 2012.
The Directors acknowledge with gratitude the co-operation from the investors, customers, business associates, regulatory authorities and employees during the year under review.
By order of the Board
For DJS SHARES AND STOCK LIMITED
Date: 4th September, 2012 Place: Mumbai
Mar 31, 2010
The Directors hereby present the Sixteenth Annual Report together with the Audited Accounts for the Period ended 31 st March 2010.
Particulars 2009-10 2008-09
Income from operations 110.76 163.50 Other Income 153.74 113.93
Total Expenditure before Interest & Depreciation 252.28 242.17
Profit /Loss before Interest and Depreciation 12.22 35.26
Finance Charges 7.98 15.49
Depreciation 222 6.62
Profit / (Loss) 2.02 13.15
In order to conserve the resources for long term capital requirements and future requirements, your Directors do not recommend any dividend for the year under review.
REVIEW OF OPERATIONS
The Company could achieve a profit of 2.02 lakhs in the financial year ended 2009-10 despite the adverse and volatile situation prevailing globally. There has been fall in the Income from Operations from Rs. 163.50 lakhs in 2008-09 to Rs. 110.76 lakhs in 2009-10. However with the improvement trend in the financial markets, the Company looks forward to yield better profits.
The performance of the Company, its business activities has been comprehensively covered in the Management Discussion and Analysis Report.
SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS
Mr. Prakash Devidas Shah holding 28,07,100 equity shares of Rs. 10/- each fully paid up, representing 55.80% of the total outstanding equity share capital and forming dominant group of DJS Stock and Shares Limited (hereinafter referred to as "DJS") had executed a Share Purchase Agreement (hereinafter referred to as "SPA") with B.K. Dyeing and Printing Mills Private Limited, Sriman Stocks Managements Private Limited, and Malar Share Shoppe Limited (hereinafter cumulatively referred to as "Acquirers") on 17th March, 2010 to transfer the said 28,07,100 equity shares along with the control and management of DJS Stock and Shares Limited. The Acquirers had also made a public announcement for an open offer dated 23rd March, 2010 for acquiring 10,06,080 Equity shares of Rs. 10/-each i.e. 20% of the paid-up capital of the Company from existing shareholders of the Company under Regulation 10 & 12 and other provisions of Chapter III and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and subsequent amendments thereof for substantial acquisition of shares and change in control. The said open offer was opened on 8th July, 2010 and was closed on 27th July, 2010.
Shri. Bhagawati Prasad and Shri. Jayantilal PShah Directors retire by rotation at the forthcoming Annual General Meeting and both the Directors being eligible, offer themselves for re-appointment.
The details of the re-appointment of the aforesaid Directors together with their nature of expertise in specified functional areas and names of Companies in which they hold office as Director and / or the Chairman / Membership of Committees of Board, are provided in the notice of the ensuing Annual General Meeting.
Mr. P. Mahendran (Registration No 29194), Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. Members are requested to consider their reappointment as Auditors for the financial year ending 31 st March 2011 at remuneration to be decided by your Board of Directors or any Committee thereof.
The Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 read with Reserve Bank of Indias directions for acceptance of Deposits by Non-Banking Non- Financial Companies.
None of the employees of the company are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, during the year under report.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors in terms of Section 217(2AA) of the Companies Act, 1956 confirm that:
(i) All applicable accounting standards have been followed in the preparation of the annual accounts.
(ii) Your 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 of affairs of the company as of 31st March 2010 and of the profit of the company for the 12 months period ended that date.
(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
(iv) The annual accounts have been prepared on going concern basis.
CONSERVATION OF ENERGY; RESEARCH & DEVELOPMENT
The information required under Section 217 (2)(e) is not applicable since it is a share Broking Company.
CASH FLOW STATEMENT AS PER LISTING AGREEMENT
Cash Flow Statement is enclosed.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report is enclosed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock exchange, is given as a separate statement in the Annual Report.
Your Directors wish to express their full appreciation for the assistance and co-operation extended to us by its bankers, its valued Clients, SEBI, Mutual Funds, The Stock Exchange, Mumbai, National Stock Exchange of India Ltd., and Financial Institutions and all others. Your Directors wish to thank the esteemed shareholders for extending their unstinted co-operation and support in the Management of the Company.
The Directors also wish to thank all the employees for their support and co-operation.
By order of the Board For DJS Stock and Shares Limited
Place: Mumbai Prakash D. Shah
Date: 29.05.2010 Managing Director