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DJS Stock and Shares

BSE: 511636|ISIN: INE234E01027|SECTOR: Finance - Investments
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Directors Report Year End : Mar '15    Mar 12
Dear Members,
 
 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.
 
 FINANCIAL HIGHLIGHTS
 
                                                          (Rs. In  Lacs)
 
 Particulars                                   Standalone
 
 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.
 
 DIVIDEND
 
 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.
 
 RISK MANAGEMENT
 
 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
 
 DEPOSITS
 
 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
 
 ANNUAL EVALUATION:
 
 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.
 
 CORPORATE GOVERNANCE
 
 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 POLICY
 
 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)
 
 COST AUDIT
 
 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.
 
 SHARES
 
 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.
 
 ACKNOWLEDGEMENT
 
 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
 
                                  Sd/--               Sd/--
 
 Date: 02 09 2015            Pratik Bhatt        Devendra Kumar Sharma
                             DIN : 00655368      DIN : 02799986
 Place: Mumbai               Director            Director
 
Source : Dion Global Solutions Limited
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