DJS Stock and Shares Limited
Your Directors have pleasure in presenting their Twenty Fifth Annual Report onbusiness and operations of the Company together with the Audited Statement of Accounts ofthe 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 ||13419715 ||8044829 |
|B ||Total Expenses ||11981023 ||7068815 |
|C ||Profit/(Loss) Before Tax ||1438692 ||976014 |
| ||Tax expense || || |
|D ||- Current Tax ||277000 ||246000 |
| ||- Deferred Tax ||(29647) ||(38125) |
|E ||Profit/(Loss) after Tax ||1191339 ||768139 |
2. Financial Performance:
During the year under review the Company has earned Total Revenue of Rs. 13419715/-in comparison to Rs. 8044829/- during the previous year. The Company has earned netprofit after tax of Rs. 1191339/- in comparison of Rs. 768139/- during the previousyear. Your directors are hopeful of better performance in the forthcoming year. There wasno 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 profitearned during the year was transferred to General Reserve.
4. Management Discussion & Analysis:
Management Discussion & Analysis report is being given under Corporate GovernanceReport. There are no material changes between the end of the financial year and the dateof 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 theshares of the Company on BSE is suspended w.e.f. 21.12.2015 due to non-compliance. Theprocess of revocation of suspension in trading of securities of the company is beingcarried out by the Company.
6. Dematerialization of Shares:
94.34% of the Company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2019 and balance 5.66% is in physical form. The Company's Registrar and TransferAgent is Purva Sharegistry (India) Private Limited. having their registered office atNo.9 Shiv Shakti Industrial Estate Ground Floor J. R. Boricha Marg Opp. KasturbaHospital Lower Parel Mumbai - 400 011.
7. Internal Financial Controls:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
8. Finance & Accounts:
The Company is having adequate resources at its disposal to meet its businessrequirements and for efficient conduct of business. The Company has not raised any fundsby issue of any securities during the year.
Your company is required to prepare financial statements under Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Companies Act 2013 read with Rule3 of the Companies (Indian Accounting Standards) Rules 2015. The estimates and judgmentsrelating to financial statements are made on prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present the Company'sstate 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.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies 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-explanatoryand 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 ChaudharyPracticing Company Secretary Mumbai have been appointed as Secretarial Auditor of theCompany. 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 annexedherewith 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 ofEnergy and Technology absorption. The Company is not having manufacturing facilities ofits 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 foreignexchange.
17. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies' u/s 135(2) of theCompanies 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 importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
19. Meetings of the Board:
The Board of Directors duly met 8 times during the financial year the details of thesame are being given in the Corporate Governance Report. The intervening gap between thetwo 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 asrequired under the provisions of Section 164(2) of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 that none of theDirectors of your Company is disqualified to hold office as director and debarred fromholding 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) andMr. Sunil Sharma (holding DIN 03172218) resigned from the directorship of the Companyw.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 Directorsof 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 Secretaryof the Company w.e.f. 14th August 2018. Ms. Pooja Chavan was also appointed asthe 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 2018appointed Ms. Shweta Bharadwaja (holding DIN 08114392) Mr. Govind Sidda Chavan (holdingDIN 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 theCompany with effect from 14th March 2019 for a period of three years whoseperiod 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 CompanySecretary 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 ofthe Company w.e.f. 15th March 2019. Ms. Iti Sharma was alsp appointed as theCompliance 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 FinancialOfficer 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 byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.
Brief profile of the Directors proposed to be re-appointed as required under Regulation36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 arepart 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 Companyconfirming 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 andDisclosure Requirements) Regulations 2015.
22. Vigil Mechanism:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty 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 apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofSection 178(3) of the Companies Act 2013. The Remuneration Policy is stated in the Reporton Corporate Governance.
24. Particulars of Loans Guarantees or Investments:
Details of Loans Guarantees and Investments covered under the provisions of Section186 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 financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis 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 relatedparties are given in the Notes to the Financial Statements.
26. Risk Management:
The Company has adequate internal controls in place at various functional levels anddoes not foresee any major risk such as financial credit legal regulatory and otherrisk keeping in view the nature and size of its business.
During the year under review there were no cases filed pursuant to the SexualHarassment 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 wouldimpact 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 Companyoccurred between the ends of the financial year to which this financial statement relateson the date of this report.
30. Board Evaluation:-
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of Indiaunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board of Directors of the Company and the Nomination and Remuneration Committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
31. Corporate Governance:
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. It is imperative that our companyaffairs are managed in fair and transparent manner. This is vital to gain and retain thetrust of our stakeholders. A report on a Corporate Governance is appended as annexure tothis report.
32. Audit Committee:
The Company has reconstituted the Audit Committee as per the provisions of Section 177of 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 theBoard held on 28th June 2018. The Audit Committee comprised of threeDirectors. 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 theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of the Securitiesand Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations2015 at a meeting of the Board held on 28th June 2018. The Nomination andRemuneration Committee comprised of three Directors. The composition of the Nomination andRemuneration 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 acceptedby 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 andDirectors 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 ||420000 ||Nil ||1.75 |
|Ms. Pooja Chavan* ||Company Secretary ||140000 ||N.A. ||1.00 |
|Ms. Iti Sharma** ||Company Secretary ||10000 ||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 thedirectors confirm that:
a) in the preparation of annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;
b) the accounting policies as selected are consistently applied and made judgementsand estimates that are reasonable and prudent manner so as to ensure true and fair view ofthe state of affairs of the Company as at 31st March 2019 and of the profit ofthe Company for the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
Your directors take the opportunity to record their deep sense of gratitude for thevaluable 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 |