Directors Report of DJS Stock & Shares Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 30^th Annual Report on the business and
operations of DJS Stock and Shares Limited together with the Audited Statement of
Accounts of your Company for the year financial year ended 31^st March, 2024.

1. Financial Results:

The financial results are summarized below:

(Amount in hundreds)

Sr. No.	Particulars	For the year ended 31st March 2024	For the year ended 31st March 2023
A	Total Revenue	22,604.86	31,376.91
B	Total Expenses	25,226.26	24,505.19
C	Profit/(Loss) Before Tax	(2,621.40)	6,871.72
D	Tax expense - Current Tax
	- Tax for earlier years	-	24,627.30
	- Deferred Tax	11.88	(553.07)
E	Profit/(Loss) after Tax	(2,633.28)	(17,202.51)

2. Financial Performance:

During the year, the Company has earned Total Revenue of Rs.22,604.86 hundreds in
comparison to Rs.31,376.91 hundreds earned during the previous year. The Net Loss of the
Company has reduced from Rs.17,202.51 hundreds to Rs.2,633.28 hundreds during the
current year. The Company is trying hard to grab the market opportunities and make it into
a profit-making Company. There was no change in the nature of the business of the
Company during the year.

3. Dividend & Reserves:

The Board of Directors of your Company has decided not to recommend any dividend on
the Equity Shares of the Company during the year under review and no amount of profit
earned during the year was transferred to General Reserve.

4. Listing on Stock Exchanges:

At Present, the Equity shares of the Company are listed at BSE Ltd. The trading in the shares
of the Company on BSE was suspended w.e.f. 21.12.2015 due to non-compliance. The BSE
Limited vide by their letter dated June 28, 2024 has given In-Principle Approval for
revocation of suspension in trading of equity shares of the company.

5. Management Discussion & Analysis:

General Elections in India are far more decisive for the equity markets and the investors
compared to state assembly polls. Historically, more than the post-election performance,
the pre-election period rally has provided good returns to the investors.

However, different sectors of the stock market react differently to elections based on their
exposure to government policies and regulations. The positive atmosphere created by
election results and political stability can attract foreign institutional investors (FIIs) and
support the stock market. Previously, Indian stock markets have typically shown subdued
responses to election results on the counting day. This means that the immediate impact of
election outcomes on the stock market has been relatively limited. Management Discussion
and Analysis report is being given under Corporate Governance Report.

6. Dematerialization of Shares:

94.41% of Company’s paid-up Equity Share Capital is in dematerialized form as on 31^st
March, 2024 and the balance 5.59% is in physical form. The Company’s Registrar and
Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered
office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower Parel,
Mumbai - 400 011.

7. Internal Financial Controls:

As required under Section 134 (3)(q) of the Companies Act, 2013 read with Rule 8 (5) (viii)
of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control
commensurate with its size, scale, nature and complexity of business to ensure that all assets
and investments are safeguard against loss from unauthorized use or disposition. These
systems provide reasonable assurance in respect of providing financial and operational
information, safeguarding the assets of the Company, adhering to the management policies
besides ensuring compliance.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements
and for efficient conduct of business. The Company has not raised any funds by issue of any
securities during the year.

Company has adequate financial resources at its disposal for carrying on its business. Our
company is required to prepare financial statements under Indian Accounting Standards (Ind
AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments
relating to financial statements are made on prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company’s state
of affairs and loss for the F.Y. 2023-24.

9. Details of 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 the

Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Statutory Auditors:

(a) The members of the Company at the 28^th AGM held on 29^th September, 2022
appointed M/s. Satya Prakash Natani & Co (having Firm Registration No. 115438W),
Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term
of 5 years and accordingly they hold their office till the conclusion of Annual General
Meeting to be held in the year 2027.

(b) Y our Directors inform that the Auditors’ Report is unmodified i.e. it does not contain
any qualifications, reservations or adverse remark or disclaimer as presented by the
Statutory Auditors. All the details read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not call for further comments.

12. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Board
has appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company
Secretary, Mumbai as the Secretarial Auditors of the Company to undertake secretarial
audit of the Company.

(b) A report from the Secretarial Auditor in the prescribed Form MR-3 is annexed to this
Report. As regards to remarks of the Secretarial Auditor, we submit as under:

(i) The Company is in process of Revocation of suspension in trading of equity
shares of the company and BSE Limited vide by their letter dated June 28, 2024
has given In-Principle Approval and the Company has already paid Annual
Listing fees till the F.Y. 2024-25.

(ii) The Company always filing all forms on time as per past records, however at the
time of filing DIR-12 for appointment of CS, the Company faced technical error
for which, company has raised ticket with MCA for resolution and after
resolution the form was filed by the company.

13. Internal Auditors:

(a) The internal audit function provides an independent view to the Board of Directors,
the Audit Committee and the Senior Management on the quality and efficacy of the
internal controls, governance systems and processes.

(b) Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board has
appointed M/s. V. Bapna & Associates, Chartered Accountants as Internal Auditors
of the Company to undertake internal audit of the Company.

14. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any
incident of fraud committed in your Company by its Officers or Employees, to the Audit
Committee and / or to the Board under Section143(12) of the Companies Act, 2013.

15. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign
exchange.

16. 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 particulars regarding conservation of Energy
and Technology absorption. The Company is not having manufacturing facilities of its own;
therefore, information required under this clause is not applicable to the Company.

17. Unsecured Loan from Directors:

The Company has not received any loan (secured/ unsecured) from the Directors of the
company during the year under review.

18. 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 will also be
available at Company’s website at www.djsstocks.com.

19. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies’ u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014. Hence CSR is not applicable to the Company.

20. Human Resources:

Your Company treats its “human resources” as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job rotation
and job enlargement.

21. Meetings of the Board of Directors:

The Board of Directors duly met 5 (five) times during the financial year, the details of the
same are given in the Corporate Governance Report. The intervening gap between the two
consecutive meetings was within the period prescribed under the Companies Act, 2013.

22. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under
the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your
Company is disqualified to hold office as director and debarred from holding the office of a
Director.

23. Board of Directors and Key Managerial Personnel:

(i) Appointment of Director:

The Board of Directors of the Company appointed Mr. Vikash Jindal (holding DIN
06485239) as an Additional Director- Independent Director of the Company with
effect from close of business hours of 17^th March, 2023. Subsequently, the members
of Company, at their 29^th AGM held on 15^th September, 2023, appointed Mr. Vikash
Jindal, as an Independent Non-Executive Director of the Company with effect from
15^th September, 2023 to hold office for a term of five consecutive years. i.e. upto
14^th September, 2028.

(ii) Appointment of Company Secretary:

Pursuant to the provisions of Section 203 of Companies Act, 2013 and Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Mrs. Khushboo Vasudev (having Membership No. ACS 51287) was appointed as a
Company Secretary of the Company w.e.f. 12^th April, 2023. Further, as per Regulation
6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mrs. Khushboo Vasudev was appointed as the
Compliance Officer of the Company w.e.f. 12^th April, 2023.

(iii) Appointment of Additional Director

The Board of Directors of the Company appointed Mr. Bhawani Singh Shekhawat
(holding DIN 06970102) as an Additional Director- Executive Director of the
Company with effect from 7^th May, 2024.

(iv) Resignation of Managing Director

Mr. Harish Sitaram Sharma (holding DIN 07332874) resigned from the post of
Managing Director of the Company due to preoccupation with effect from close of
business hours of 7^th May, 2024.

(v) Appointment of Directors retiring by rotation:

Mr. Manoj Kumar More (holding DIN 00040190), Director of the Company will retire
by rotation at the ensuing Annual General Meeting and being eligible offers himself
for reappointment. Brief profile of the Directors proposed to be re-appointed as
required under Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are part of the Notice convening the AGM.

(vi) Declaration by Independent Directors:

The Company has received declarations from Independent Director of the Company
confirming that meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

24. Whistle Blower Policy & Vigil Mechanism Policy:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(10) of the Companies Act, 2013 (“Act”) and Regulations 22 of the Listing
Regulations our Company has adopted a Vigil Mechanism Framework (“Framework”).

The objective of the Framework is to establish a redressal forum, which addresses all
concerns raised on questionable practices and through which the Directors and employees
can raise actual or suspected violations. The mechanism framed by our Company is in
compliance with requirement of the Act and will also be available on the website of the
Company at www.djsstocks.com.

25. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy
which deals with the manner of selection and appointment of Directors, Senior Management
and their remuneration. The policy is in compliance with the provisions of Section 178(3)
of the Companies Act, 2013. The Remuneration Policy will also be available on the
Company’s website as stated in the Report on Corporate Governance.

26. Particulars of Loans, Guarantees or Investments:

Details of loans, guarantees and investments covered under the provisions of Section 186
of the Companies Act, 2013 are as set out in the notes to the accompanying financial
statements of your Company.

27. Related Party Transactions:

Contracts/arrangement/transactions entered by the Company during Financial Year 2023¬
24 with related parties were in compliance with the applicable provisions of the Act and
SEBI Listing Regulations.

All related party transactions entered during the F.Y. 2023-24 were on arm’s length basis
and no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company. None of the Directors have any
pecuniary relationships or transactions vis-a-vis the Company.

Details of transactions with related parties during Financial Year 2023-24 are provided in
the notes to the financial statements. There were no transaction requiring disclosure under
section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of
this Report.

28. Risk Management:

The Company has long been following the principle of risk minimization as its norm in
every industry. In accordance with Regulation 21 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board
members were informed about risk assessment and minimization procedures after which the
Board formally adopted steps for framing, implementing and monitoring the risk
management plan for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and
to promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In today’s challenging and competitive environment, strategies for mitigating inherent risks
in accomplishing the growth plans of the Company are imperative.

The common risks are Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk further includes
financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are
assessed and appropriate steps are taken to mitigate the same.

29. Disclosure under Prevention of Sexual Harassment of Women at Workplace:

The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Policy for the same will also be available on
Company’s website www.djsstocks.com.During the year under review, there was nil
complaints recorded pertaining to sexual harassment.

30. Significant and Material Orders Passed by the Regulators, Courts and Tribunals:

During the year under review, there were no significant and material orders passed by
Regulators / Courts /Tribunal impacting the going concern status of the Company and its
operations in future.

31. Material changes and commitments:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year of the Company to which this financial
statement relate and the date of this Report.

32. Board Evaluation:

The Board of Directors formally assess their own performance, Board Committee and the
Directors individually including Independent Directors pursuant to provisions of Companies
Act, 2013, based on parameters which, inter-alia, include performance of the Board on
deciding long term strategies, rating the composition and mix of Board members,
discharging of governance and fiduciary duties, handling critical and dissenting suggestions,
etc.

An effective board ensures that management runs a company in the long-term interests
of shareholders, whom the board is elected to represent. Over time, a board may become
complacent or may need new skills and perspectives to respond nimbly to changes in the
business environment or strategy. Regular and rigorous self-evaluations help a board to
assess its performance and identify and address potential gaps in the boardroom.
Shareholders value detailed disclosure of the board evaluation process when making
voting decisions about directors. Disclosures about how the board evaluates itself,
identifies areas for improvement and addresses them provide a window into how robust
the board’s process is for introducing change. To be clear, shareholders generally do not
expect the board to reveal the details of individual director evaluations; rather, they want
to understand the process by which the board approaches the task of continually
improving itself.

The Nomination and Remuneration Policy of our Company empowers the Nomination and
Remuneration Committee to formulate a process for effective evaluation of the performance
of Individual Directors, Committees of the Board and the Board as a whole.

The parameters for performance evaluation of our Directors include contributions made at
the Board meeting, attendance, instances of sharing best and next practices, domain
knowledge, vision, strategy, engagement with senior management etc. The Chairperson of
the respective Committees based on feedback received from the Committee members on the
outcome of performance evaluation exercise of the Committee share their report to the
Board of Directors.

The Independent Directors, at their separate meeting, review the performance of non¬
independent directors and the Board as a whole. Based on the outcome of the performance
evaluation exercise, areas for further development are identified for the Board to engage
itself with and the same would be acted upon. The details of the evaluation process are set
out in the Corporate Governance Report, which forms a part of this Report.

33. Corporate Governance:

Corporate Governance essentially involves balancing the interests of various stakeholders
of the Company such as shareholders, management, customers, suppliers, financers and the
government. It entails managing business with accountability to and responsibility towards
the shareholders and making accurate, adequate and timely disclosures of relevant
information. It includes the processes through which the organization’s objectives are set
and pursued in the context of the social, regulatory and market environment.

DJS believes in efficient, transparent and impeccable Corporate Governance for its stability,
profitability and desired growth of its business. A report on Corporate Governance is
appended as an annexure to this Report.

34. Compliance with Secretarial Standards of ICSI:

During the year under review, the Company has complied with Secretarial Standards 1 and
2, issued by the Institute of Company Secretaries of India (ICSI) read with the MCA
circulars issued from time to time.

Pursuant to provisions of Section 177(8) of the Companies Act, 2013 read with Rule 6 &7
of the Companies (Meetings of the Board and its Power) Rules, 2013, the Audit Committee
is comprised of three Directors. The composition of the Audit Committee is as under:

Sr. No.	Name	Designation	Category
1	Mr. Vikash Jindal	Chairman	Independent - non-executive
2	Ms. Neha Kailash Bhageria	Member	Independent - non-executive
3	Mr. Manoj Kumar More	Member	Professional- non-executive

All the recommendations made by the Audit Committee were accepted by the Board.

36. Nomination and Remuneration Committee:

Pursuant to provisions of Section 178(1) of the Companies Act, 2013, the Nomination and
Remuneration Committee is comprised of three Directors. The composition of the
Committee is as under:

Sr. No.	Name	Designation	Category
1	Mr. Manoj Kumar More	Chairman	Professional - non-executive
2	Ms. Neha Kailash Bhageria	Member	Independent - non-executive
3	Mr. Vikash Jindal	Member	Independent - non-executive

All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board.

39. Ratio of Remuneration:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished
hereunder:

Name	Designation	Remuneration F.Y. 2023-24	% increase /(decrease) from previous year	Ratio / Times per median of employee remuneration
Mr. Harish Sitaram Sharma	Managing Director	1,000	Nil	0.26
Mr. Aniruddh Parashar	Director	1,000	Nil	0.26
Mrs. Khushboo Vasudev	Company Secretary	1,920	N.A.	0.50

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
to the Company as none of the employees of the Company was in receipt of remuneration
as prescribed under the said Rules.

40. Changes in Share Capital:

A) Buy Back of Securities

The Company has not bought back any of its securities during the year.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year.

41. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the

directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31^st March,
2024, the applicable accounting standards read with requirements set out under
Schedule III to Act, have been followed and there are no material departures from
the same;

b) the accounting policies as selected are consistently applied and made judgements
and estimates that are reasonable and prudent manner so as to ensure true and fair
view of the state of affairs of the Company as at 31^st March, 2024 and of the loss
of the Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and 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 the
Company and that such internal financial controls are adequate and are operating
effectively; and

f) the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.

42. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity

strategy and the executive management team, accountable for managing cybersecurity.

The Senior Management track all the recent happenings related to cyber security risks on

ongoing and periodical basis and solves the related issues.

Your directors would like to place on record their appreciation for the full co-operation
and support received from RBI, SEBI, Registrar of Companies, BSE Limited and other
Government departments and also acknowledges to all with whose help, co-operation and
hard work the Company is able to achieve the results associates for their continuous
support given by them to the Company.

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. Sd/- Sd/-

Bhawani Singh Shekhawat Aniruddh Parashar

DIN:06970102 DIN: 02576496

Place: Bhayander Director Director

Dated: 9^th July, 2024

---

Mar 31, 2015

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

---

Mar 31, 2012

The 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, 2012.

FINANCIAL REPORT:

The financial performance of your company for the year ended March 31, 2012 is summarized below:

YEAR ENDED 2012 YEAR ENDED 2011 PARTICULARS (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 (0.94) (10.27)

Net Profit/(Loss) (1.80) 48.73

OVERALL PERFORMANCE:

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 underperformed 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.

OUTLOOK:

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.

DIVIDEND:

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.

AUDITOR'S REPORT:

Auditors report is self explanatory, and the auditor has not marked any qualification in the report. Hence it does not call for any further comments.

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.

AUDIT COMMITTEE:

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.

CAPITAL EXPENDITURE:

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.

SUBSIDIARY COMPANIES:

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.

DEPOSITS:

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 there under.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING & OUTGO:

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.

INDUSTRIAL RELATIONS:

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.

CORPORATE GOVERNANCE:

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 social - building activities.

INTERNAL CONTROL:

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 19, 2012.

ACKNOWLEDGEMENT:

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

Sd/- Sd/-

Director Director

Date: 4th September, 2012 Place: Mumbai

---

Mar 31, 2010

The Directors hereby present the Sixteenth Annual Report together with the Audited Accounts for the Period ended 31 st March 2010.

FINANCIAL PERFORMANCE

(Rs.in lakhs)

Particulars 2009-10 2008-09

Income from operations 110.76 163.50 Other Income 153.74 113.93

Total Expenditure before Interest & Depreciation 252.28 242.17

Profit /Loss before Interest and Depreciation 12.22 35.26

Finance Charges 7.98 15.49

Depreciation 222 6.62

Profit / (Loss) 2.02 13.15

DIVIDEND

In order to conserve the resources for long term capital requirements and future requirements, your Directors do not recommend any dividend for the year under review.

REVIEW OF OPERATIONS

The Company could achieve a profit of 2.02 lakhs in the financial year ended 2009-10 despite the adverse and volatile situation prevailing globally. There has been fall in the Income from Operations from Rs. 163.50 lakhs in 2008-09 to Rs. 110.76 lakhs in 2009-10. However with the improvement trend in the financial markets, the Company looks forward to yield better profits.

The performance of the Company, its business activities has been comprehensively covered in the Management Discussion and Analysis Report.

SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS

Mr. Prakash Devidas Shah holding 28,07,100 equity shares of Rs. 10/- each fully paid up, representing 55.80% of the total outstanding equity share capital and forming dominant group of DJS Stock and Shares Limited (hereinafter referred to as "DJS") had executed a Share Purchase Agreement (hereinafter referred to as "SPA") with B.K. Dyeing and Printing Mills Private Limited, Sriman Stocks Managements Private Limited, and Malar Share Shoppe Limited (hereinafter cumulatively referred to as "Acquirers") on 17th March, 2010 to transfer the said 28,07,100 equity shares along with the control and management of DJS Stock and Shares Limited. The Acquirers had also made a public announcement for an open offer dated 23rd March, 2010 for acquiring 10,06,080 Equity shares of Rs. 10/-each i.e. 20% of the paid-up capital of the Company from existing shareholders of the Company under Regulation 10 & 12 and other provisions of Chapter III and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 and subsequent amendments thereof for substantial acquisition of shares and change in control. The said open offer was opened on 8th July, 2010 and was closed on 27th July, 2010.

DIRECTORS

Shri. Bhagawati Prasad and Shri. Jayantilal PShah Directors retire by rotation at the forthcoming Annual General Meeting and both the Directors being eligible, offer themselves for re-appointment.

The details of the re-appointment of the aforesaid Directors together with their nature of expertise in specified functional areas and names of Companies in which they hold office as Director and / or the Chairman / Membership of Committees of Board, are provided in the notice of the ensuing Annual General Meeting.

AUDITORS

Mr. P. Mahendran (Registration No 29194), Statutory Auditor of the Company retire at the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. Members are requested to consider their reappointment as Auditors for the financial year ending 31 st March 2011 at remuneration to be decided by your Board of Directors or any Committee thereof.

DEPOSITS

The Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 read with Reserve Bank of Indias directions for acceptance of Deposits by Non-Banking Non- Financial Companies.

None of the employees of the company are drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, during the year under report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors in terms of Section 217(2AA) of the Companies Act, 1956 confirm that:

(i) All applicable accounting standards have been followed in the preparation of the annual accounts.

(ii) Your directors have 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 as of 31st March 2010 and of the profit of the company for the 12 months period ended that date.

(iii) Proper and sufficient care has been taken 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 and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on going concern basis.

CONSERVATION OF ENERGY; RESEARCH & DEVELOPMENT

The information required under Section 217 (2)(e) is not applicable since it is a share Broking Company.

CASH FLOW STATEMENT AS PER LISTING AGREEMENT

Cash Flow Statement is enclosed.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report is enclosed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement entered with the Stock exchange, is given as a separate statement in the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to express their full appreciation for the assistance and co-operation extended to us by its bankers, its valued Clients, SEBI, Mutual Funds, The Stock Exchange, Mumbai, National Stock Exchange of India Ltd., and Financial Institutions and all others. Your Directors wish to thank the esteemed shareholders for extending their unstinted co-operation and support in the Management of the Company.

The Directors also wish to thank all the employees for their support and co-operation.

By order of the Board For DJS Stock and Shares Limited

Place: Mumbai Prakash D. Shah

Date: 29.05.2010 Managing Director