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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
NSE 05:30 | 01 Jan M S Securities Ltd

M S Securities Ltd. (MSSECURITIES) - Director Report

Company director report


The Members of

MS Securities Limited

Dear Members

Your Directors present their Twenty Fourth Annual Report and the Audited FinancialStatements of your Company for the Financial Year ended on 31st March 2017.

1. Financial Results (INR)
2016-17 2015-16
Total Revenue 910683.82 849312.63
Total Expenses 1261342.29 1075057.63
Profit/(Loss) before tax (350658.47) (225745.00)
Tax Expenses:
1:- Current Tax



2:- MAT Credit Entitlement



3:- Tax Liability for Earlier Years - 47004.00
Profit available for appropriation (3 50658.47) (272749.00)
Transfer to Reserve Fund



Transfer to General Reserve _ _
Basic Earnings per share (Rs) (0.8) (0.06)
Diluted Earnings per share (Rs) (0.8) (0.06)

2 . Dividend:

The Board of Directors of your Company in view of the loss incurred during the yearunder review do not recommend any dividend on Equity Shares.

3. Transfer to Reserves:

Your Company has not transferred any amount to the General Reserve in view of the lossincurred during the year.

4. Operations of your Company:

Your Company is primarily engaged in the business of shares trading and investment.There was no change in the nature of business of your Company during the year underreview.

5. Share Capital:

The Paid up Equity Share Capital of your Company was Rs. 41719000/- as on 31stMarch 2017. There was no rights issue bonus issue or preferential issue etc. during theyear.

Your Company has not issued any shares with differential voting rights sweat equityshares nor has it granted any stock options during the year

6. Extract of Annual Return:

An extract of the Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 in the prescribed Form MGT- 9 is annexed to this Report as AnnexureA.

a) Number of Meetings of the Board:

During the year 5 (Five) number of Board meetings were convened and held on18.04.2016 07/08/2016 17.10.2016 05.11.2016 and 23.01.2017.

b) Director's Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Board of Directors of your Company hereby state and confirm that:

I. in the preparation of the annual accounts the applicable accounting standards havebeen followed and no material departures have been made therefrom;

II. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company for the financial year ended as at 31stMarch 2017 and of the loss of your Company for the said period;

III. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of your Company and for preventing and detecting fraud andother irregularities;

IV. the directors have prepared the annual accounts on a going concern basis;

V. the directors have laid down internal financial controls to be followed by yourCompany and that such internal financial controls are adequate and are operatingeffectively; and

VI. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

7. Particulars of Loans Guarantees and Investments:

Your Company has not given any guarantees to anybody corporate or persons during thefinancial year under review. Information regarding Loans and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in detail in the FinancialStatements annexed to this Report.

8. Related Party Transactions:

There were no related party transactions entered into by your Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013 asall related party transactions that were entered into by your Company during the year wereon an arm's length basis and were in the ordinary course of your Company's business. Hencethere are no transactions which are required to be disclosed in Form AOC-2.

Your Directors draw attention of the members to Note No. 5 to the financial statementwhich sets out related party disclosures.

9. Material Changes and Commitments:

There have been no material changes and commitments affecting the financial positionof your Company which have occurred between the end of the financial year of your Companyand the date of this Report.

10. Conservation of Energy Technology Absorption & Foreign Exchange Earnings &Outgo:

Your Company being engaged into share trading and investment activities your Companydid not carry out any manufacturing activities during the year under review and hence theDirectors have nothing to Report on 'Conservation of Energy' 'Research & Development'and 'Technology Absorption' as required to be given under the provisions of Section 134 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2015.

Further there were no foreign exchange earnings and/or outgo during the year underreview.

11. Deposits:

Your Company has not accepted any fixed deposits from the public/shareholders duringthe financial year 2016-17.

12. Subsidiaries & Associate Companies:

Your Company has 1 (One) Associate Company. The detail of shareholding of your Companyin the Associate is as under:

No N a me of the Associate Company Extent of Shareholding (%)
1 MS Online Broking Services Ltd. 47.03

Your Company does not have any subsidiary or joint venture companies.

13. Significant and Material Orders passed by the Regulators or Courts:

There were no significant and material orders passed by the Regulators and Courts orTribunals during the year under review which would impact the going concern status of yourCompany and its future operations.

14. Risk Management Policy:

The Board has laid down procedures for assessing the risk and procedure to be followedfor risk minimization including identification therein of elements of risk which maythreaten the existence of your Company. These are periodically reviewed to ensure thatManagement identifies and controls risk through a properly defined framework.

Your Company does not trade in derivatives and therefore your Company has no riskexposure in derivatives.

15. Corporate Social Responsibility:

Your Company has not crossed the threshold limits as specified in Section 135 of theCompanies Act 2013. Hence the provisions of Section 135 of the Companies Act 2013relating to CSR initiatives which need to be undertaken by a Company are not applicable tothis Company.

16. Adequacy of Internal Financial Controls:

Internal financial controls with reference to the financial statements were adequateand operating effectively.

17. Board of Directors:

The Board of Directors of your Company consists of the following members:

a) Mr. Manoj Kumar Saraf - (Managing Director)

b) Mr. Sanjeev Kumar Saraf (Non-Executive Promoter Director)

c) Mrs. Sangita Devi Saraf (Non-Executive Promoter Director)

d) Mr. Om Prakash Tiwary (Independent Director)

e) Mrs. Kalindi Arun Sampat (Independent Director)

In accordance with the provisions of section 162 of the Companies Act 2013 and interms of the Articles of Association of your Company Mrs. Sangita Devi Saraf Directoris liable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The proposal regarding the re- appointment of Mrs.Sangita Devi Saraf as the Director of your Company is placed for your approval.

The Board of Directors of your Company recommends the above re-appointment.

18. Declaration by Independent Directors

The Independent Directors of the Company have submitted their Declaration ofIndependence as required under the provisions of Section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in Section 149(6).

19. Audit Committees:

The Audit committee has been reconstituted which consists of the following threedirectors.

No. Name Category Position
1 Shri Manoj Kumar Saraf Executive Director Chairman
2 Shri Om Prakash Tiwary Independent Director Member
3 Smt. Kalindi Arun Sampat Independent Director Member

20. Presentation of Financial Results:

The financial results of your Company for the financial year ended on 31st March 2017have been disclosed as per Schedule III to the Companies Act 2013.

21. Statutory Disclosures:

Disclosure of particulars as required to be given under Section 197 of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 are as follows:

a) Your Company does not pay any remuneration or sitting fees for attending meetings ofthe Board of Directors the Audit Committee and/or Nomination and Remuneration Committeeto its Directors as a member thereof.

b) Your Company did not have any employee whose particulars are required to be given byit under Rule 5(2) & 5(3) of the aforesaid Rules.

A Cash Flow Statement of your Company for the Financial Year 2016-2017 is attached toand forms part of the financial statements of your Company.

22. Prevention Prohibition and Redressal of Sexual Harassment of Women at Workplace:

Pursuant to the legislation "Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace Act 2013" introduced by the Government of Indiawhich came into effect from 9th December 2013 your Company has framed a Policy onPrevention of Sexual Harassment at Workplace. There was no case reported during the yearunder review under the said policy.

23. Auditors:

a) Statutory Auditor:

The Board also recommends to ratify the appointment of M/s. Subodh Goel & Co. (FirmReg. No.006103C) Chartered Accountants Patna as Statutory Auditors of the Company tohold office from the conclusion of Annual General Meeting (AGM) to be held in 2017 untilthe conclusion of AGM of the Company to be held in the Calendar year 2020 at suchremuneration as may be fixed by the Board of Directors".

The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditor.

B) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder Your Company has appointed Mr. Vikram Kumar a Practicing Company Secretary asSecretarial Auditors of Your Company. The Secretarial Audit Report for the year underreview is self-explanatory and does not call for any further comments.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditor

The Secretarial Audit Report in Form MR-3 is annexed to this report as Annexure B.

24. Transfer of amount to Investors Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there was no fund which was required to be transferred to investoreducation and protection Fund (IEPF).

25. Listing

Your Company's shares are listed on BSE under security code no. 531039 and CSE. Thetrading in your company's share have been suspended and your Company is taking activesteps for revocation of its suspension from trading. The Listing fees to the StockExchanges for the year 2016-17 have not been paid as yet.

26. Vigil Mechanism

Your Company has a vigil (Whistle Blower) mechanism named Fraud and Risk ManagementPolicy to deal with instance of fraud and mismanagement if any. In staying true to ourvalues of Strength Performance and Passion and in line with our vision of being one ofthe most respected companies in India your Company is committed to the high standards ofCorporate Governance and stakeholder responsibility.

Your Company has a Fraud Risk and Management (FRM) Policy to deal with instances offraud and mismanagement if any. The FRM Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person for a genuinely raised concern. A high level Committee has been constitutedwhich looks into the complaints raised. Your Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations and in order tomaintain these standards Your Company encourages its employees who have concerns aboutsuspected misconduct to come forward and express these concerns without fear of punishmentor unfair treatment. The Committee reports to the Audit Committee and the Board.

27. Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration Policy which includes (a) criteria for determining the qualificationspositive attributes and independence of a director and (b) matters relating to theremuneration for directors key managerial personnel and other employees. The detailedRemuneration Policy is placed on the Company's website

28. Particulars of loans guarantees or investments under section 186:

During the year under review the Company has not advanced any loans/ given guarantees/made investments.

29. Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anAnnual performance evaluation of its own performance and of all the Directors individuallyas well as the evaluation of the working of Audit Nomination & Remuneration and otherCompliance Committees.


The Board of Directors would like to place on record their grateful appreciation of thecooperation and assistance received from your Company's customers shareholdersemployees brokers dealers banks financial institutions stock exchanges and all othersassociated with your Company.

Your Directors also thank the Central and State Governments and other statutoryauthorities for their continuous support.

Date: 8th August 2017
Manoj Kumar Saraf
(DIN: 00175213)
Managing Director
Sanjeev Kumar Saraf
(DIN: 01762532)