news share price Directors report

To,

The Members,

DJS Stock and Shares Limited

Your Directors have pleasure in presenting their 29^th Annual Report on business and operations of the Company together with the Audited Statement of Accounts of the Company for the year ended on 3^st March, 2023.

. Financial Results:

The financial results are summarized below:

(Amount in hundreds)

Sr. No.	Particulars	For the year ended 3st March 2023	For the year ended 3st March 2022
A	Total Revenue	3,376.9	4,56.00
B	Total Expenses	24,505.9	,42,522.3
C	Profit/(Loss) Before Tax	6,87.72	(,28,006.3)
D	Tax expense - Current Tax
	- Tax for earlier years	24,627.30	0
	- Deferred Tax	(553.07)	58.3
E	Profit/(Loss) after Tax	(7,202.5)	(,28,064.26)

2. Financial Performance:

During the year, the Company has earned Total Revenue of Rs. 3,376.9 hundreds in comparison to Rs. 4,56.00 hundreds earned during the previous year. The Net Loss of the Company has reduced from Rs. ,28,064.26 hundreds during previous year to Rs. 7,202.5 hundreds during the current year. The Company paid Rs. 24,627.30 hundreds tax of earlier years. The Company is trying hard to grab the market opportunities and make it into a profit-making Company. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves:

The Board of Directors has decided not to recommend any dividend on the Equity Shares of the Company during the year under review and no amount of profit earned during the year was transferred to General Reserve.

4. 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. 2.2.205 due to non-compliance. The process of revocation of suspension in trading of securities of the company is being carried out by the Company.

5. Management Discussion & Analysis:

The Company is engaged in Share Broking activities, Trading and Investment in equities The Indian stock market largely remained an outperformer, sustaining its strong performance from last year despite the various challenges. However, the year ended flat for both the indices. Nifty 50 ended with (0.6) % return for FY 2022-23 while the Sensex ended the year with minor growth of 0.7%. The resilient performance reflects the strong earning profile of Indian corporates and investors belief in Indias growth story. Management Discussion & Analysis report is being given under Corporate Governance Report.

6. Dematerialization of Shares:

94.40% of Companys paid-up Equity Share Capital is in dematerialized form as on 3^st March, 2023 and the balance 5.60% is in physical form. The Companys Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower Parel, Mumbai - 400 0.

7. Internal Financial Controls:

The Board of Directors of our Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year under review, 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.

Company has adequate financial resources at its disposal for carrying on its business. Our company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 33 of the Companies Act, 203 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 205. 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 loss for the F.Y. 2022-23.

9. Subsidiaries, Joint Ventures and Associates Companies:

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

0. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 203, read with the Companies (Acceptance of Deposits) Rules, 204.

. Statutory Auditors:

(a) The members of the Company at the 28^th AGM held on 29^th September, 2022 appointed M/s. Satya Prakash Natani & Co ((having Firm Registration No. 5438W), Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office till the conclusion of Annual General Meeting to be held in the year 2027.

(b) The Auditors Report is unmodified .e. it does not contain any qualification, reservation or adverse remark or disclaimer.

2. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Board has appointed M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary, as the Secretarial Auditors of the Company to undertake secretarial audit of the Company.

(b) A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report. As regards remarks of the Secretarial Auditor, we submit that the delay in filing the SDD Compliance Certificate was due to oversight and henceforth due care shall be taken for the same.

3. Internal Auditors:

(a) The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes.

(b) In terms of Section 38 of the Companies Act, 203 and Rules made thereunder, consent of the Board of Directors be and is hereby accorded for appointment of M/s. V. Bapna & Associates, Chartered Accountants as Internal Auditors of the Company at a remuneration as may be mutually decided by the Board of Directors and M/s. V. Bapna & Associates.

4. Reporting of Fraud by Auditors:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section43(2) of the Companies Act, 203.

5. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 34(3)(m) of the Companies Act, 203 read with Rule 8(3) of the Companies (Accounts) Rules, 204 requires disclosure of 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 the Company.

6. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 203 read with Rule 2 of the Companies (Management and Administration) Rules, 204, the copy of Annual Return can be accessed at Companys website at www.djsstocks.com.

7. Foreign Exchange Earnings / Outgo:

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

8. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 35(2) of the Companies Act, 203 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 204. Hence CSR is not applicable to the Company.

9. 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.

20. Meetings of the Board:

The Board of Directors duly met 7 (seven) times during the financial year, the details of the same are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 203.

2. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 64(2) of the Companies Act, 203 read with Companies (Appointment and Qualification of Directors) Rules, 204 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

22. Directors and Key Managerial Personnel:

() Appointment of Director:

The Board of Directors of the Company appointed Mr. Aniruddh Parashar (holding DIN 02576496) as an Additional Director of the Company w.e.f. 3^th August, 2022. Subsequently, the members of Company, at their 28^th AGM held on 29^th September, 2022, appointed Mr. Aniruddh Parashar, as the Director of the Company whose period of office is liable to determination by rotation.

(ii) Change in the designation of Mr. Harish Sitaram Sharma from Whole-time Director to the Managing Director:

The Board of Directors of the Company, changed the designation of Mr. Harish Sitaram Sharma (holding DIN 07332874) from Whole-time Director to Managing Director of the Company for a period of 5 years with effect from 3^th August, 2022. Subsequently, the members of the Company at their 28^th AGM held on 29^th September, 2022 approved the appointment of Mr. Harish Sitaram Sharma as a Managing Director of the Company for a period of 5 (five) years from 3^th August,2022 to 2^th August, 2027.

(iii) Resignation of Director:

Mr. Anish Kumar Sawarnya (holding DIN 0854578) resigned from the Directorship of the Company with effect from the close of business hours of 4^th November, 2022.

(iv) Resignation of Chief Financial Officer:

Mr. Anish Kumar Sawarnya (having PAN BGGPS029C) resigned from the office of the Chief Financial Officer (CFO) of the Company with effect from the close of business hours of 4^th November, 2022.

(v) Appointment of Chief Financial Officer;

The Board of Directors of the Company appointed Mr. Aniruddh Parashar (having PAN APQPP2807P) as the Chief Financial Officer (CFO) of the Company with effect from the close of business hours of 4^th November, 2022.

(vi) Resignation of Company Secretary;

Ms. Komal Agarwal (having Membership No. ACS 49270) resigned from the office of the Company Secretary of the Company with effect from the close of business hours of 8^th February, 2023.

(vii) Resignation of Director:

Mr. Govind Sidda Chavan (holding DIN 0608768) resigned from the Directorship of the Company with effect from the close of business hours of 7^th March, 2023.

(viii) Resignation of Director:

Ms. Shweta Bharadwaja (holding DIN 084392) resigned from the Directorship of the Company with effect from the close of business hours of 7^th March, 2023.

(ix) Appointment of Additional Director:

The Board of Directors of the Company appointed Mr. Vikash Jindal (holding DIN 06485239) as an Additional Director- Independent Director of the Company with effect from close of business hours of 7^th March, 2023.

(x) Appointment of Company Secretary:

Pursuant to the provisions of Section 203 of Companies Act, 203 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, Ms. Khushboo Vasudev (having Membership No. ACS 5287) was appointed as a Company Secretary of the Company w.e.f. 2^th April, 2023.

Further, as per Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 205, Ms. Khushboo Vasudev was appointed as the Compliance Officer of the Company w.e.f. 2^th April, 2023.

(xi) Appointment of Directors retiring by rotation:

Mr. Aniruddh Parashar (holding DIN 02576496), 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, 205, are part of the Notice convening the Annual General Meeting.

(xii) 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 49(6) of the Companies Act, 203 and Regulation 6()(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 205.

23. Vigil Mechanism:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 204 read with Section 77(0) of the Companies Act, 203 ("Act") and Regulations 22 of the Listing Regulations our Company has adopted a Vigil Mechanism Framework ("Framework").

The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations. The mechanism framed by our Company is in compliance with requirement of the Act and is available on the website of the Company at www. dj sstocks.com.

24. 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 78(3) of the Companies Act, 203. The Remuneration Policy is stated in the Report on Corporate Governance.

25. Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees and investments covered under the provisions of Section 86 of the Companies Act, 203 are as set out in the notes to the accompanying financial statements of your Company.

26. Related Party Transactions:

Contracts/arrangement/transactions entered by the Company during Financial Year 20222023 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

All related party transactions entered during the F.Y. 2022-23 were on arms length basis and no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Details of transactions with related parties during Financial Year 2022-2023 are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 34(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

27. Risk Management:

The Company has long been following the principle of risk minimization as its norm in every industry. In accordance with Regulation 2 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 205 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

The common risks are Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk further includes financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.

28. Safety:

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 203.

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

During the year, there were no significant and material orders passed by Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

30. Material changes and commitments:

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

3. Board Evaluation:

The Nomination and Remuneration Policy of our Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter-alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of our Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc. The Chairperson of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee share their report to the Board of Directors.

The Independent Directors, at their separate meeting, review the performance of nonindependent directors and the Board as a whole. Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report. The Board Evaluation policy is available on the website of our Company at www.djsstocks.com

32. Corporate Governance:

Corporate Governance essentially involves balancing the interests of various stakeholders of the Company such as shareholders, management, customers, suppliers, financers and the government. It entails managing business with accountability to and responsibility towards the shareholders and making accurate, adequate and timely disclosures of relevant information. It includes the processes through which the organizations objectives are set and pursued in the context of the social, regulatory and market environment.

DJS believes in efficient, transparent and impeccable Corporate Governance for its stability, profitability and desired growth of its business. A report on Corporate Governance is appended as an annexure to this report.

33. Secretarial Standards of ICSI:

During the year, the Company has complied with Secretarial Standards and 2, issued by the Institute of Company Secretaries of India (ICSI).

34. Audit Committee:

The Audit Committee is comprised of three Directors. The composition of the Audit Committee is as under:

Sr. No.	Name	Designation	Category
	Mr. Govind Sidda Chavan3	Chairman	Independent - Non-Executive
2	Ms. Shweta Bharadwaja	Member	Independent - Non-Executive
3	Mr. Harish Sitaram Sharma	Member	Professional - Executive
4	Mr. Manoj Kumar More2	Member	Professional- Non- Executive
5	Ms. Neha Kailash Bhageria2	Member	Independent - Non- Executive
6	Mr. Vikash Jindal 4	Chairman	Independent - Non- Executive

 

Upto 30-05-2022	2 From 30-05-2022
3 Upto 7-03-2023	4 From 7-03-2023

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

35. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three Directors. The composition of the Committee is as under:

Sr. No.	Name	Designation	Category
	Mr. Manoj Kumar More	Chairman	Professional - Non-Executive
2	Ms. Shweta Bharadwaja	Member	Independent - Non-Executive
3	Ms. Neha Kailash Bhageria2	Member	Independent - Non- Executive
4	Mr. Govind Sidda Chavan3	Member	Independent - Non- Executive
5	Mr. Vikash Jindal4	Member	Independent - Non- Executive

 

Upto 30-05-2022	2 From 30-05-2022
3 Upto 7-03-2023	4 From 7-03-2023

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

39. Ratio of Remuneration:

The information pursuant to the provisions of Section 97(2) of the Companies Act, 203 read with Rule 5() of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 in respect of employees of the Company and Directors is furnished hereunder:

(Amount in Hundreds)

Name	Designation	Remuneration F.Y. 2022-23	% increase /(decrease) from previous year	Ratio / Times per median of employee remuneration
Mr. Harish Sitaram Sharma	Managing Director	,000	Nil	.2
Mr. Aniruddh Parashar	Director	750	N.A.	0.84

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

40. Share Capital:

A) Buy Back of Securities

The Company has not bought back any of its securities during the year.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year.

4. Directors Responsibility Statement:

According to the provisions of section 34(3)(c) of the Companies Act, 203, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 3^st March, 2023, 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 3^st March, 2023 and of the loss 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.

42. Acknowledgment:

Your directors would like to place on record their gratitude for the valuable guidance and support received from RBI, SEBI, Registrar of Companies, BSE Limited and other Government and Regulatory agencies and to convey their appreciation to DJS customers, bankers, lenders, vendors and all other business associates for their continuous support given by them to the Company.