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DJS Stock and Shares Ltd.

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Annual Report

For Year :
2015 2012 2011 2010 2009 2008 2006

Director’s Report

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

Director’s Report