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M S Securities Ltd.

BSE: 531039 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan M S Securities Ltd
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M S Securities Ltd. (MSSECURITIES) - Auditors Report

Company auditors report

To

The Members of

M/s MS Securities Limited

CIN NO L08032BR1992PLC004781

Report on The Financial Statements:

We have audited the accompanying financial statements of M/s MS SECURITIES LIMITED (‘theCompany') which comprise the Balance Sheet as at 31st March 2017the Statement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility:

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.We conducted our audit in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial Statements:

(a) Note 2 (XI) to the Notes on Accounts accompanying the financial statements whichdescribes the Loans & Advances given to associate concern.

Our opinion is not modified in respect of these matters.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2017 and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:-

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Companies Act 2013 we give in the Annexure A a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanation which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director interms of Section 164(2) of the Act.

(f) With respect to the adequacy of internal financial controls over financialreporting of the company and the operating effectiveness of such control refer to ourseparate report in ‘Annexure B'; and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i) The Company does not have any pending litigations which would impact its financialposition except the one given below:

Note no. 2 (V) of Notes on Accounts regarding payment of Listing Fee of the StockExchanges the Company has not paid the Listing Fee but provision has been made for thesame in respect of Bombay and Calcutta Stock Exchange.

Trading of the shares of the company is suspended at Bombay Stock Exchange and CalcuttaStock Exchange Kolkata.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer Point 5 of Notes on Accounts to the financial statements.

For Subodh Goel & Co.
Chartered Accountants
(SUBODH KUMAR GOEL)
Place: Patna M.NO.-74835
Date: Partner
Firm Reg. No- 006103C

Referred to paragraph as stated above of our report of even date.

ANNEXURE-A

Further to our comments in the annexure referred to above we report that:

- (i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situations of fixed assets;

(b) Theses fixed assets have been physically verified by the management at reasonableintervals and no material discrepancies were noticed;

(c) The company does not have any immovable property hence reporting under this clauseis not applicable to the company.

(ii) The company does not have inventory. Hence the provisions of the clause 4(ii) ofthe Companies (Auditor's Report) Order 2016 is not applicable to the company;

(iii) According to the information and explanations given to us the Company hasgranted loans to companies firms or other parties covered in the Register maintainedunder Section 189 of the Companies Act 2013 having year end balance of Rs. 78.26 lacs.

(a) The company has granted Interest free loan to its group company MS Online BrokingServices Ltd. and Saraf Ergonomics Fin. Serv. Pvt. Ltd. and unsecured loan to Third EyeCommunications Pvt. Ltd..The balance outstanding of such Parties as on 31st March 2016 isRs. 1325681.00 3500000.00 and 3000000.00 respectively. In Our Opinion the rate ofinterest and other terms and conditions on which loans have been granted to parties listedin the register maintained under Section 189 of the Companies Act 2013 are not primafacie prejudicial to the interest of the Company.

(b) The company is regular in receipt of repayment amount;

(c) The company is not in need to take any steps for the recovery of amount as there isno overdue amount outstanding.

(iv) The Company has granted loan to associate company in respect of which provisionsof Companies Act2013 has been complied with

(v) The company has not accepted any deposit from public within the meaning of the word"deposit" as defined under Rule 2(1)(c) of the Companies (Acceptance ofDeposits) Rules 2014. In our opinion and according to the information and explanationsgiven to us there is no noncompliance to the directives issued by the Reserve Bank ofIndia and the provisions of sections 73 to 76 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 wherever applicable. We are informed that no orderhas been passed by the Company Law Board or National Company Law Tribunal or Reserve Bankof India or any Court or any other Tribunal upon the Company.

(vi) Maintenance of Cost Records has not been prescribed by the Central Governmentunder sub-section (1) of section 148 of the Companies Act. Hence the provisions of theclause 4(vi) of the Companies (Auditor's Report) Order2016 is not applicable to thecompany

(vii) (a) According to the information and explanations given to us and the records ofthe company examined by us in our opinion the company is regular in depositingundisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax wealth-tax service-tax duty of customs duty of excise valueadded tax cess and any other statutory dues during the year as applicable with theappropriate authorities. There is no arrears of outstanding statutory dues as at the lastday of the financial year concerned for a period of more than six months from the datethey became payable.

(b) In our opinion according to the information and explanations given to us thereare no dues of income tax or sales tax or wealth tax or service tax or duty of customs orduty of excise or value added tax or cess which have not been deposited on account of anydispute.

(viii) In our opinion and according to the information and explanations given to usthe company has not defaulted in repayment of loans or borrowings to a financialinstitution bank government or dues to debenture holders.

(ix) In our opinion and according to the information and explanations given to us thecompany has applied money for the purpose for which those are raised by the company.

(x) During the course of our examination of the books and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the company or any fraud on the company by itsofficers/employees noticed or reported during the year nor have been informed of suchcase by the management.

(xi) No Managerial Remuneration has been paid during the year. Hence the provisions ofthe clause 4(xi) of the Companies (Auditor's Report) Order 2016 is not applicable to thecompany.

(xii) The company is not a Nidhi Company. Hence the provisions of the clause 4(xii) ofthe Companies (Auditor's Report) Order 2016 is not applicable to the company.

(xiii) All transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 wherever applicable and the details have been disclosed in theFinancial Statements etc as required by the applicable accounting standards

(xiv) The company has not made any preferential allotment/ private placement of sharesor fully or partly convertible debentures during the year under review which needs to becomplied with section 42 of the Companies Act 2013.

(xv) The company has not entered into any non cash transactions with directors orpersons connected with him which needs to be complied with the provisions of section 192of Companies Act 2013.

(xvi) The Company had applied to RBI for grant of certificate of registration undersection 45IA of the RBI Act 1934 on 5th July 1997 which was rejected by theRBI. The Company has not made any fresh application to the RBI.

For Subodh Goel & Co.
Chartered Accountants
(SUBODH KUMAR GOEL)
Place: Patna M.NO.-74835
Date: Partner
Firm Reg. No- 006103C

MS SECURITIES LIMITED

FINANCIAL YEAR ENDED 31st MARCH 2017

Annexure B to the Independent Auditor's Report of even date on The Standalone FinancialStatements of MS SECURITIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MSSecurities Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material Misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were commensurate with the nature of the business of the Companyand operating effectively as at March 31 2017 based on "the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia".

For Subodh Goel & Co.
Chartered Accountants
(SUBODH KUMAR GOEL)
Place: Patna M.NO.-74835
Date: Partner
Firm Reg. No- 006103C