DJS STOCK AND SHARES LIMITED
ANNUAL REPORT 2011-2012
Your 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,
The financial performance of your company for the year ended March 31, 2012
is summarized below:
PARTICULARS YEAR ENDED 2012 YEAR ENDED 2011
(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 Tax (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 under performed 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
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
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING &
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
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
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
MANAGEMENT DISCUSSION AND ANALYSIS
Industry Structure and Development:
DJS Stocks and Shares Limited is mainly a stock broking company which
carries on stock broking operations through an extensive network and
suitable manpower and trades in shares, both quoted and unquoted. The
industry structure, relevant to the Company's operations, is mainly
concerned with the capital market.
The world experienced a deepest global downturn in the recent past. The
Indian economy, basically the capital market experienced high volatility.
Apart from the securities market, the Indian rupee continuously depreciated
in terms of its value as compared to dollar and to save it, RBI had to
frame several new policies and several cuts in the interest rate were
witnessed by the economy.
Due to the above factors, the stock market was not very active during the
year owing to which the Company could not generate very high business
during the year as a result of which the results posted were very low as
compared to last year.
It is heartening to note that barring a few industries, the global meltdown
had significant bearing on most of the business sector in India. Further to
this recovery has helped in improving economic fundamental and sustained
policy support. Risk appetite has returned, Equity market has improved and
capital market is reviving.
Review of operations:
During the year the total income of the Company is Rs 35.65 lacs as
compared to Rs.84.15 lacs in the previous year. As a result the Company has
incurred a net loss of Rs. 1.80 Lac as compared to a net profit of Rs.
48.72 lacs. However the income from operations has increased to Rs. 23.42
lacs as compared to that of Rs. 7.89 lacs in the previous year. Thus,
evidencing that the downfall in the revenue is due to loss of other
temporary income. The new management has been able to improve upon the
operating revenue of the Company and are working upon various aspects of
client operations and policies formulation in order to further increase the
Company's cliental operations.
A significant portion of the company's income arises from stock broking
operations, which are largely dependent on the conditions of the stock
market. The stock market activity depends largely upon economic growth
momentum and a combination of several factors like low inflation, growing
domestic saving, surging portfolio investments into India, etc. The unusual
development in the global economy indicates heightened uncertainties and
new challenges for the emerging market economies like India. However,
several policy measures introduced by the Government to reduce the growing
rate of inflation, consistently increasing saving and investment rate and
achieve expected moderate GDP growth rate compared to other competing
emerging markets and healthy corporate earnings which has the potential to
attract strong foreign capital flows in the Indian capital market. The
management is of the view that the company will be able to reasonably
perform in the context of the given economic environment by continuing its
efforts to reach client segments with its service capability.
Opportunities and threats:
With the significant initiatives taking place to reform the financial
sector and improve the GDP growth rate of the Country, it is expected that
there would be growth in the business opportunities for our Company.
Risk & Concerns:
The Company's performance is closely linked to the Indian Capital Market
and consequently to the risks associated with market operations. The
performance of the Company may be affected by factors affecting Capital
market such as price and volume volatility, interest rates, currency
exchange rates, foreign investment, Government policy changes, political
and economic developments and economic performance abroad.
Internal Control System:
The company has adequate system of internal control to ensure accuracy of
accounting record, compliance with all laws & regulations and compliance
with all rules, procedures & guidelines prescribed by the management. The
Audit committee of the board reviews the scope of internal audit on a
The report describing the Company's activities, projections about future
estimates, assumptions with regard to global economic conditions,
government policies, etc. may contain 'forward looking statements' based on
the information available with the Company. Forward looking statements are
based on certain assumptions and expectations of the future events. These
statements are subject to certain risks and uncertainties. The Company
cannot guarantee that these assumptions and expectations are accurate or
will be realized. The actual results may be different from those expressed
or implied since Company's operations are affected by the many external and
internal factors, which are beyond the control of the management. Hence the
Company assumes no responsibility in respect of forward -looking statements
that may be amended or modified in future on the basis of subsequent
developments, information or events.
By order of the Board
For DJS Stock and Shares Limited
Date : 4th September, 2012 Pratik S. Bhatt
Place: Mumbai Managing Director