DJS Stock & Shares Ltd Directors Report.

To,

The Members,

DJS Stock and Shares Limited

Your Directors have pleasure in presenting their Twenty Fifth Annual Report on business and operations of the Company together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2019.

1. Financial Results:

The financial results are summarized below:

Sr. No. Particulars For the year ended 31st March 2019 For the year ended 31st March 2018
A Total Revenue 1,34,19,715 80,44,829
B Total Expenses 1,19,81,023 70,68,815
C Profit/(Loss) Before Tax 14,38,692 9,76,014
Tax expense
D - Current Tax 2,77,000 2,46,000
- Deferred Tax (29,647) (38,125)
E Profit/(Loss) after Tax 11,91,339 7,68,139

2. Financial Performance:

During the year under review, the Company has earned Total Revenue of Rs. 1,34,19,715/- in comparison to Rs. 80,44,829/- during the previous year. The Company has earned net profit after tax of Rs. 11,91,339/- in comparison of Rs. 7,68,139/- during the previous year. Your directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves:

Your Directors abstain from declaring any dividend for the year and no amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis report is being given under Corporate Governance Report. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company.

5. Listing With Stock Exchanges:

At Present, the Equity shares of the Company are listed at BSE Ltd. The trading in the shares of the Company on BSE is suspended w.e.f. 21.12.2015 due to non-compliance. The process of revocation of suspension in trading of securities of the company is being carried out by the Company.

6. Dematerialization of Shares:

94.34% of the Companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2019 and balance 5.66% is in physical form. The Companys Registrar and Transfer Agent is Purva Sharegistry (India) Private Limited. having their registered office at No.9, Shiv Shakti Industrial Estate, Ground Floor, J. R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai - 400 011.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

Your company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs and profit for the year ended 31st March, 2019.

9. Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

10. Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

Comments and notes by auditors in the opinion of the management are self-explanatory and do not require any further comments.

12. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Nitesh Chaudhary, Practicing Company Secretary, Mumbai have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is annexed as "Annexure A" to this report.

13. Internal Auditors:

In terms of Section 138 of the Act and Rules made there under, M/s. V. P. Agarwal & Co., Chartered Accountants has been appointed as Internal Auditors of the Company.

14. Extract of the Annual Return:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure B".

15. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of the particulars regarding conservation of Energy and Technology absorption. The Company is not having manufacturing facilities of its own; therefore information required under this clause is not applicable to Company.

16. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

17. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

18. Human Resources:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

19. Meetings of the Board:

The Board of Directors duly met 8 times during the financial year, the details of the same are being given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

20. Disqualification of Directors:

During the year under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

21. Directors and Key Managerial Personnel:

i. Resignation of Directors:

Mr. Pratik Bhatt (holding DIN 00655368), Mr. Avinash Kumar (holding DIN 03172128) and Mr. Sunil Sharma (holding DIN 03172218) resigned from the directorship of the Company w.e.f. 28th June, 2018.

ii. Appointment of Additional Directors:

Mr. Govind Sidda Chavan (holding DIN 01608768), Mr. Hitesh Shah (holding DIN 06770329) and Mr. Anish Kumar Sawarnya (holding DIN 08154578) were appointed as Additional Directors of the Company w.e.f. 28th June, 2018

iii. Appointment of Company Secretary:

Ms. Pooja Chavan (having Membership No. A48019) was appointed as the Company Secretary of the Company w.e.f. 14th August, 2018. Ms. Pooja Chavan was also appointed as the Compliance Officer of the Company w.e.f. 15th March, 2019

iv. Appointment of Directors:

The members of the Company at their meeting held on 29th September, 2018 appointed Ms. Shweta Bharadwaja (holding DIN 08114392), Mr. Govind Sidda Chavan (holding DIN 01608768), Mr. Hitesh Shah (holding DIN 06770329) and Mr. Anish Kumar Sawarnya (holding DIN 08154578) as Directors of the Company.

v. Reappointment of Whole-time Director:

Mr. Harish Sharma (holding DIN 07332874) was reappointed as Whole-time Director of the Company with effect from 14th March, 2019 for a period of three years whose period of office is liable to determination by rotation.

vi. Resignation of Directors:

Mr. Hitesh Shah (holding DIN 06770329) and Mr. Vinesh Pandya (holding DIN 07337061) resigned from the directorship of the Company w.e.f. 15th March, 2019.

vii. Resignation of Company Secretary:

Ms. Pooja Chavan (having Membership No. A48019) resigned from the post of Company Secretary cum Compliance Officer of the Company w.e.f. 15th March, 2019.

viii. Appointment of Company Secretary:

Ms. Iti Sharma (having Membership No. A49853) was appointed as the Company Secretary of the Company w.e.f. 15th March, 2019. Ms. Iti Sharma was alsp appointed as the Compliance Officer of the Company w.e.f. 15th March, 2019.

ix. Appointment of Chief Financial Officer:

Mr. Anish Kumar Sawarnya (holding PAN BGGPS0219C) was appointed as the Chief Financial Officer of the Company w.e.f. 15th March, 2019.

x. Appointment of Directors retiring by rotation:

Mr. Manoj Kumar More (holding DIN 00040190), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Brief profile of the Directors proposed to be re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part of the Notice convening the Annual General Meeting.

xi. Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. Vigil Mechanism:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

23. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance.

24. Particulars of Loans, Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

25. Related Party Transactions:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC 2 is not required. Details of transactions with related parties are given in the Notes to the Financial Statements.

26. Risk Management:

The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business.

27. Safety:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that would impact the going concern status of the Company and its future operations.

29. Material changes and commitments:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relates on the date of this report.

30. Board Evaluation:-

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board of Directors of the Company and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

31. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. A report on a Corporate Governance is appended as annexure to this report.

32. Audit Committee:

The Company has reconstituted the Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 at a meeting of the Board held on 28th June, 2018. The Audit Committee comprised of three Directors. The composition of the Audit Committee is as follows:-

Name Designation Category
Mr. Govind Sidda Chavan Chairman Non-Executive Independent Director
Ms. Shweta Bharadwaja Member Non-Executive Independent Director
Mr. Harish Sitaram Sharma Member Executive Director

All the recommendations made by the Audit Committee were accepted by the Board.

33. Nomination and Remuneration Committee:

The Company has reconstituted the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 at a meeting of the Board held on 28th June, 2018. The Nomination and Remuneration Committee comprised of three Directors. The composition of the Nomination and Remuneration Committee is as follows:-

Name Designation Category
Mr. Manoj Kumar More Chairman Non-Executive Professional Director
Mr. Govind Sidda Chavan Member Non-Executive Independent Director
Ms. Shweta Bharadwaja Member Non-Executive Independent Director

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

34. Ratio of Remuneration:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Name Designation Remuneration F.Y. 2018-19 % increase from previous year Ratio / Times per Median of Employee Remuneration
Mr. Harish Sitaram Sharma Whole-time Director 4,20,000 Nil 1.75
Ms. Pooja Chavan* Company Secretary 1,40,000 N.A. 1.00
Ms. Iti Sharma** Company Secretary 10,000 N.A. 0.50

* upto 15th March, 2019

** from 15th March, 2019

35. Share Capital:

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 plan during the year under review.

36. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the accounting policies as selected are consistently applied and made judgements and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

37. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office:

For and on behalf of the Board

Shop No. 2, First Floor,
Building No. 45-47,
Pavalam Street, Big Bazzar,
Coimbatore – 641 001.
Harish Sitaram Sharma
DIN: 07332874
Dated: 30th May, 2019 Chairman