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M S Securities Ltd.

BSE: 531039 Sector: Financials
NSE: N.A. ISIN Code: N.A.
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M S Securities Ltd. (MSSECURITIES) - Director Report

Company director report

MS SECURITIES LIMITED ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT TO THE MEMBERS 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 operating results. 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) 2. PERFORMANCE: 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. 3. DIVIDEND: 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 given. 5. AUDITORS: 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; and 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. 10. ACKNOWLEDGMENT: 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 Company. For and on Behalf of the Board of Directors of M/s MS Securities Ltd Manoj Kumar Saraf Director Place: Patna 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) To, The Members, 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 31.03.2012. 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 ending 31.3.2012. 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 financial year. 13. The Company has; i. Not allotted/transferred/transmitted any securities during the financial year. 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 financial year. 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 ending 31.03.2012. 20. The Company has not bought back any shares during the financial year under review. 21. There was no redemption of preference shares or debentures during the financial year as the company does not have any preference shares or debentures. 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 financial year. 31. There was no prosecution initiated against or show cause notices received by the Company, during the financial year for offences under the Act. 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 Statutory Registers: 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 Section No. 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. ending 31.03.2011 4. Form No. 32 303(2) B32723348 23.02.2012 Filed in time (Cessation of Shri Sushil Kumar Sureka as director w.e.f. 28.01.2012 vide Board Resolution No. 01 dated 28.01.2012) 5. Form No. 32 303(2) B32177628 16.02.2012 Filed in time (Appointment of Shri Om Prakash Tiwary as an additional director w.e.f. 28.01.2012) Place: Patna Name: Subodh Prasad, Company Secretary Date : 11.08.2012 C.P. No.: 3226