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DJS Stock & Shares Ltd.

BSE: 511636 Sector: Financials
NSE: N.A. ISIN Code: INE234E01027
BSE 00:00 | 04 Mar DJS Stock & Shares Ltd
NSE 05:30 | 01 Jan DJS Stock & Shares Ltd
OPEN 0.56
PREVIOUS CLOSE 0.52
VOLUME 890
52-Week high 0.56
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.56
CLOSE 0.52
VOLUME 890
52-Week high 0.56
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DJS Stock & Shares Ltd. (DJSSTOCK) - Director Report

Company director report

To

The Members

DJS Stock and Shares Limited

Your Directors have pleasure in presenting their 27th Annual Report onbusiness and operations of the Company together with the Audited Statement of Accounts ofthe Company for the year ended on 31st March 2021.

1. Financial Results:

The financial results are summarized below:

(Amount in hundreds)

Sr. Particulars No. For the year ended 31st March 2021 For the year ended 31st March 2020
A Total Revenue 40794 142197
B Total Expenses 133442 122511
C Profit/(Loss) Before Tax (92648) 19686
Tax expense
D - Current Tax - 4450
- Deferred Tax 56 (136)
E Profit/(Loss) after Tax (92704) 15372

2. Financial Performance:

During the year under review the Company has earned Total Revenue of Rs. 40794hundreds in comparison to Rs. 142197 hundreds during the previous year. The Company hasincurred net loss of Rs. 92704 hundreds in comparison to net profit of Rs. 15372hundreds earned during the previous year. Your directors are hopeful of better performancein the forthcoming year. There was no change in the nature of the business of the Companyduring 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:

94.36% of the Company’s paid up Equity Share Capital is in dematerialized form ason 31st March 2021 and balance 5.64% is in physical form. The Company’sRegistrar and Transfer Agent is Purva Sharegistry (India) Private Limited. having theirregistered office at No.9 Shiv Shakti Industrial Estate Ground Floor J. R. BorichaMarg Opp. Kasturba Hospital 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 theCompany’s state of affairs and loss for the year ended 31st March 2021.

9. Subsidiaries Joint Ventures and Associates Companies

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

10. Deposits

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:

The members of the Company at 23th AGM held on 30th September2017 had appointed M/s. Satya Prakash Natani & Co. (having Firm Registration No.115438W) Chartered Accountants Mumbai as the Statutory Auditors of the Company for aterm of 5 years and accordingly they hold their office till the conclusion of AnnualGeneral Meeting to be held in the year 2022. The Auditors’ Report is unmodified i.e.it does not contain any qualification reservation or adverse remark or disclaimer.

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 M/s. Nitesh Chaudhary& Associates Practicing Company Secretary Mumbai have been appointed as SecretarialAuditors of the Company.

The Secretarial Audit Report for the financial year ended March 31 2021 does notcontain any qualification which requires any comments from the Board. The SecretarialAudit Report for financial year ended March 31 2021 is annexed to this report as AnnexureA.

13. Internal Auditors:

In terms of Section 138 of the Companies Act 2013 and Rules made there under M/s. V.P. Agarwal & Co. Chartered Accountants has been appointed as Internal Auditors of theCompany.

14. Extract of the Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 the copy of Annual Return can be accessed atCompany’s website at www.djsstocks.com.

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) ofthe Companies Act 2013 read with Rule 8 of the Companies (Corporate SocialResponsibility) 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 6 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 Company Secretary:

Mr. Mushahid Ahmed Khan (having Membership No. A49192) resigned from the post ofCompany Secretary cum Compliance Officer of the Company w.e.f. 31st July 2020.

ii. Appointment of Company Secretary:

Ms. Komal Agarwal (having Membership No. A49270) was appointed as the Company Secretaryof the Company w.e.f. 17th August 2020. Ms. Komal Agarwal was also appointedas the Compliance Officer of the Company w.e.f. 17th August 2020.

iii. Cessation of Director:

Mr. Sharad Kumar Podar (holding DIN 03013938) ceases to be a Director of the Companyw.e.f. 6th October 2020 due to death.

iv. Appointment of Directors retiring by rotation:

Mr. Anish Kumar Sawarnya (holding DIN 08154578) Director of the Company will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

v. Appointment of Additional Director:

Pursuant to the provisions of Sections 149 152 and 161 of the Companies Act 2013 readwith the Companies (Appointment and Qualification of Directors) Rules 2014 and theArticles of Association of the Company Ms. Neha Kailash Bhageria (holding DIN 09217784)was appointed as an Additional Director - Independent Woman Director on the Board ofDirectors of the Company w.e.f. 30th June 2021.

In terms of Section 161 of the Companies Act 2013 Ms. Neha Kailash Bhageria holdsoffice upto the conclusion of ensuing Annual General Meeting and being eligible offersherself for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors proposes the appointment of Ms. Neha Kailash Bhageria as a Director -Independent Woman Director for a period of five consecutive years and whose period ofoffice is not liable to determination by rotation.

Brief profile of the Directors proposed to be appointed as required under Regulation 36of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 are part of the Notice convening the Annual GeneralMeeting.

vi. 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. 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.

23. 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.

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’slength basis and that the provisions of Section 188 of the Companies Act 2013 are notattracted. Thus disclosure in Form AOC 2 is not required. Details of transactions withrelated parties 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.

27. Safety:

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 Audit Committee is comprised of three Independent Directors. The composition of theAudit 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 Nomination and Remuneration Committee is comprised of three directors. Thecomposition of the Remuneration 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. 2020-21 % increase from previous year Ratio / Times per median of employee remuneration
Mr. Harish Sitaram Sharma Whole-time Director 420000 Nil 3.47
Mr. Mushahid Ahmed Khan* Company Secretary 84000 Nil N.A.
Ms. Komal Agarwal** Company Secretary 112500 Nil N.A.

* upto 31st July 2020 ** from 17th August 2020

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company as none of the employees of the Company was in receipt of remuneration asprescribed under the said Rules.

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 2021 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 judgements andestimates that are reasonable and prudent manner so as to ensure true and fair view of thestate of affairs of the Company as at 31st March 2021 and of the loss of theCompany for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 the provisionsof all applicable laws and that such systems are adequate and operating effectively.

37. Acknowledgment:

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.

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