MS SECURITIES LIMITED
ANNUAL REPORT 2011-2012
Your Directors has pleasure in presenting before you the ANNUAL REPORT
together with Audited Statement of Accounts for the year ended 31st March
2012.The financial statements for the year 2011-12, are enclosed with the
reports of the auditors which are self explanatory need no further
comments. The significant accountings policies on which the financial
statements of the company are drawn up as well as the explanatory notes on
the accounts are also attached. The financial statements have been prepared
in accordance with the provision of the Companies Act, 1956, in the manner
required, and exhibit a true and fair view of the state of affairs of the
1. FINANCIAL RESULT:
Profit or Loss before Taxation Rs. (10,58,493.91)
Deferred Tax Exps/Savings Rs. (1,364.92)
Provision for Bad Debts written back Rs. 43,20,727.83
Profit or (Loss) B/F from Previous year Rs. (1,82,48,087.81)
Profit or Loss C/F to Balance Sheet Rs. (1,49,42,218.81)
Your Directors are informing you that the company has incurred a loss
during the year. The Directors are very positive that the company will make
the profit in the coming year.
Your Directors have not recommended any dividend due to loss incurred
during the year.
4. EMPLOYEES REMUNERATION:
The Company has no employees receiving remuneration is excess of
Rs.6000000/- (Rupees Sixty Lacs Only) during the year Or Rs.500000/-
(Rs. Five Lacs Only) per month and hence particulars u/s 217(2A) of The
Companies (Particulars of Employees) Rules 1975 as amended have not been
M/s S.K. Nayak & Co., Chartered Accountants, the Statutory Auditors of the
Company retires at the ensuing Annual General Meeting and is eligible for
re-appointment. The members are requested to consider their re-appointment
for the current financial year 2012-13 and authorize the Board of Directors
to fix their remuneration. The retiring auditor have, under section 224
(1B) of the Companies Act, 1956, furnished certificate of their eligibility
for the appointment.
6. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUT GO:
The disclosures of particulars regarding energy conservation technology
absorption and foreign exchange earning out go as required in The Companies
(Disclosures of particulars in the report of Board of Directors) Rules 1988
in term of section 217(1)(c) of The Companies Act, are at present not
applicable to the Company.
7. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors state that:-
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
ii) The Directors have selected such accounting policies and applied them
consistently and made judgments and estimate that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the
company as at 31st March, 2012 and of the Profit or Loss of the company for
the year ended 31st March, 2012.
iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
Provisions of the Companies Act, 1956 for safeguarding the assets of the
company and for preventing and defecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts ongoing concern basis.
8. COMPOSITION OF BOARD OF DIRECTORS:
There is change in the composition of the Board of Directors during the
year. Shri Om Prakash Tiwary has been appointed as an Independent Director
in the Company and Shri Sushil Kumar Sureka ceased to be the Director of
the Company w.e.f. 28.01.2012.
9. SECTRETARIAL COMPLIANCE CERTIFICATE:
The compliance certificate obtained from Company Secretary in whole-time
practice in accordance with section 383(A) of the Companies Act, 1956 and
the rules made there under is annexed to this report.
Your Directors wish to express their sincere appreciation for the co-
operation and support received from Government authorities, Suppliers,
customers and shareholders. The Directors also place on record their
appreciation for the dedication and commitment of all employees of the
For and on Behalf of the Board of Directors of
M/s MS Securities Ltd
Manoj Kumar Saraf
Date : 11.08.2012
COMPLIANCE CERTIFICATE UNDER SECTION 383A OF THE COMPANIES ACT 1956 AND THE
RULE MADE THEREUNDER FOR THE FINANCIAL YEAR ENDING 31st MARCH' 2012:
Registration number : L08032BR1992PLC004781
Authorised Capital : Rs. 5 Crore (divided into 50 lacs equity shares of
Rs. 10/- each)
Paid-up Capital : Rs. 417.19 lacs (divided into 4093600 equity shares
of Rs. 10/- each fully paid up and 156600 equity
shares of Rs.5/- each partly paid up)
MS Securities Limited
601 B, Ashiana Plaza, Budha Marg, Patna: 800001.
I have examined the registers, records, books and papers of MS Securities
Limited as required to be maintained under the Companies Act, 1956 (the
Act) and the rules made there under and also the provisions contained in
the Memorandum and Articles of Association of the Company for the financial
year ended on 31st March, 2012. In my opinion and to the best of my
information and according to the examinations carried out by me and
explanations furnished to me by the Company, its officers and agents, I
certify that in respect of the aforesaid financial year:
01. The Company has kept and maintained all registers as stated in Annexure
'A' to this certificate, as per the provisions of the Act and the rules
made there under and all entries therein have been duly recorded.
02. The Company has duly filed the forms and returns as stated in Annexure
'B' to this certificate, with the Registrar of Companies, Bihar Regional
Director, Central Government, Company Law Board or other authorities as per
rules made there under.
03. The Company being a public limited Company has the minimum prescribed
paid-up capital of Rs. 5 lacs and Minimum Number of 7 Members.
04. As per the information given, the Board of Directors duly met 05 (five)
times on 30.04.2011, 30.07.2011, 29.8.2011, 31.10.2011, 28.01.2012 in
respect of which meetings proper notices were given and the proceedings
were properly recorded and signed including the circular resolutions passed
in the Minutes Book maintained for the purpose.
05. The company is a listed company with Magadh Stock exchange Patna,
Calcutta Stock Exchange and Bombay Stock Exchange and the Company has
closed its Register of Members during the financial year from 24th
September'2011 to the 29th September, 2011 and/or Debenture holders during
the financial year and as informed to me the necessary compliance of
section 154 has been made.
06. The Annual General Meeting of the Company for the financial year ended
31.03.11 was held on 30.09.2011 after giving due notice to the members of
the Company and the resolution passed thereat were duly recorded in Minutes
Book maintained for the purpose.
07. No extra ordinary meeting was held during the financial year ending
08. The Company has granted loan to MS online broking services Ltd., Saraf
Ergonomics Fin. Serv. Pvt. Ltd. and Third Eye Communications Pvt. Ltd.
During preceding years as referred to under section 295 of the act, which
is continuing during the current financial year ending 31.3.2012. The
balance outstanding of such parties as on 31.3.2012 is Rs 13,25,000,
35,00,000 and 59,56,830 respectively. It was informed to me that necessary
compliance of obtaining approval of central govt. Under section 295 of the
act has been complied with by the company during preceding years. Further
the company has not granted any loan to its directors/firms companies as
referred to under section 295 of the act during the current financial year
09. The company has not entered into any contract falling within the
purview of section 297 of the Act.
10. The company was not required to make any entry in the register
maintained under Section 301 of the Act since there was no interested
contract entered into.
11. As informed by the Company, there were no instances falling within the
purview of Section 314 of the Act, the Company has not obtained any
approvals from the Board of Directors, members or Central Government, as
the case may be.
12. The company has not issued any duplicate share certificates during the
13. The Company has;
i. Not allotted/transferred/transmitted any securities during the financial
ii. Not deposited any amount in a separate Bank Account as no dividend was
declared during the financial year.
iii. Not posted warrants to any member of the Company as no dividend was
declared during the financial year.
iv. Not transferred the amounts in unpaid dividend account, application
money due for refund, matured deposits, matured debentures and the interest
accrued thereon which have remained unclaimed or unpaid for a period of
seven years to investor Education and Protection Fund as the same is not
applicable to the Company;
v. Duly complied with the requirements of section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and the
appointment of Shri Om Prakash Tiwary as an additional director was made
during the financial year. Further the present Board of Directors as on
31.03.2012 consists of 4 persons all acting in capacity of Directors only
namely Shri Manoj Kumar Saraf Din No. 00175213 w.e.f 12.02.1992, Shri
Sanjeev Kumar Saraf Din No. 1762532 w.e.f 12.02.1992, Shri Om Prakash
Tiwary Din No. 02095599 w.e.f 28.01.2012, and Shri Mahendra Kumar Chowdhary
Din No. 02881808 w.e.f. 26.08.2010.There was cessation of one director
namely Shri Sushil Kumar Sureka w.e.f. 28.01.2012 was made during the
financial year ending 31.03.2012.
15. The Company has not appointed any Managing Director/Whole Time
Director/Manager during the financial year under review.
16. The Company has not appointed any sole-selling agents during the
17. The Company was not required to obtain any approval of the Central
Government, Company Law Board, Regional Director, Registrar and/or such
other authorities as prescribed under the various provisions of the Act.
18. The directors have disclosed their interest in other firms/Companies to
the Board of Directors pursuant to the provisions of the Act and the rules
made there under for the F.Y. 2011-12.
19. The Company has not issued any equity shares during the financial year
20. The Company has not bought back any shares during the financial year
21. There was no redemption of preference shares or debentures during the
financial year as the company does not have any preference shares or
22. There were no transactions necessitating the company to keep in
abeyance rights to dividend, rights shares and bonus shares pending
registration of transfer of shares.
23. The Company has not invited/accepted any deposits falling within the
purview of Section 58A during the financial year.
24. The company has not made any borrowings during the financial year ended
31st March 2012.
25. According to information provided by the Company, the company has made
loans to bodies corporate amounting to Rs 107.82 lacs, or given guarantees
or provided securities to other bodies corporate and consequently entries
have been made in the register kept for the purpose. Further, the company
had made investment of Rs. 142.62 lacs in a public limited company that is
continuing during the current year and necessary entries have been made in
register kept for the purpose. since the amount of Investment and loan is
less than 60% of the paid up Capital. Hence the Compliance of section 372A
of the Act does not arise.
26. The Company has not altered the provisions of the Memorandum with
respect to situation of the Company's registered office from one State to
another during the year under scrutiny.
27. The Company has not altered the provisions of the Memorandum with
respect to the objects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with
respect to name of the Company during the year under scrutiny.
29. The Company has not altered the provisions of the Memorandum with
respect to share capital of the Company during the year under scrutiny.
I am informed that,
30. The Company has not altered its Articles of Association during the
31. There was no prosecution initiated against or show cause notices
received by the Company, during the financial year for offences under the
32. The Company has not received any money as security from its employees
during the financial year.
33. The Company has not deducted/deposited both employee's and employer's
contribution to Provident Fund with prescribed authorities pursuant to
Section 418 of the Act.
Place: Patna Name: Subodh Prasad
Date : 11.08.2012 C.P. No.: 3226
ANNEXURE - A
Registers as maintained by the Company
1. Register of members & index of members Under Section 150 & 151
2. Minutes of the proceedings of the general
meeting and of Board and other meetings Under Section 193(1)
3. Register of contracts Under Section 301
4. Register of Directors Under Section 303
5. Register of Directors' shareholding Under Section 307(1)
6. Register of Loans Under Section 370
7. Register of transfer Under section 108
ANNEXURE - B
Forms and Returns as filed by the Company with the Registrar of Companies,
Regional Director, Central Government or other authorities during the
financial year ending 31st March 2012.
Sl. Form no./Return Filed Particulars of filing Remarks
No. Under Receipt Date
1. Form No. 23 ACXBRL 220 P82396094 09.12.2011 Filed in time
& 23 ACAXBRL
Balance Sheet and
Profit & Loss A/C
as at 31.03.2011
2. Annual Return 159 P82394701 09.12.2011 Filed with late
Form No. 20B made Additional fee
upto 30.09.2011 of Rs. 1,000/-
3. Form No. 66 383A P82394248 09.12.2011 Filed with late
Compliance Additional fee
Certificate of Rs. 2,000/-
for the F.Y.
4. Form No. 32 303(2) B32723348 23.02.2012 Filed in time
No. 01 dated
5. Form No. 32 303(2) B32177628 16.02.2012 Filed in time
of Shri Om
Tiwary as an
Place: Patna Name: Subodh Prasad, Company Secretary
Date : 11.08.2012 C.P. No.: 3226