Your Directors have pleasure in presenting the 27th Annual Report of theCompany with the Audited Financial Statements of Accounts and the Auditor's Report of theCompany for the period ended 31st March 2018. The Summarized Financial Resultsfor the period ended 31st March 2018 are as under.
1. PERFORMANCE HIGHLIGHTS:
The performance highlights of the company for FY 2017-18 are furnished as under:-
|PARTICULARS ||YEAR ENDED 31st MARCH 2017 ||YEAR ENDED 31st MARCH 2018 |
|1 Revenue from Operations ||6583743 ||6022013 |
|Other Income ||12631907 ||(2915274) |
|Total Income ||19215650 ||3106739 |
|2 Total Expenditure ||7097037 ||7284426 |
|3 Profit (+) / Loss (-) before Depreciation and Tax ||12118613 ||(4177687) |
|4 Depreciation/ Amortisation ||279873 ||205947 |
|5 Profit (+)/ Loss (-) before Tax ||11838740 ||(4383634) |
|6 Current tax ||206100 ||18581 |
|7 Deferred tax Liability/(Assets) ||3336771 ||(1276630) |
|8 Earlier year Tax Expenses ||5504 ||1485 |
|9 Net Profit (+)/ Loss (-) after Tax ||8290364 ||(3127069) |
|12 EPS (Basic) & (Diluted) ||0.8290 ||(0.3127) |
2. REVIEW OF OPERATIONS:
Your Company being a member of National Stock Exchange (NSE) and Metropolitan StockExchange of India Ltd. (MSEI- CURRENCYSEGMENT) is in broking business and total Revenuefor the Financial Year 2017-18 stood at Rs.3106739/-. net loss is Rs.3127069/- asagainst the revenue of previous Financial Year which was Rs. 19215650/- net profit aftertax was Rs. 8290364/- .The figure are not comparable as Ind AS (Indian AccountingStandard) has been applicable. The figures have been adjusted according to new accountingstandard.
The business margins are under pressure due to rise in input costs including salariesand other marketing expenses going up with inflation. Business continues to be successfuldespite of several economic constraints for forming corporate relationships.
The Company cannot give dividend due to insufficient profit.
4. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly met five times on 30th May 2017 14thAugust 2017 14th November 2017 14th February 2018 and 22ndMarch 2018 in respect of which notices were given and the proceedings were recorded andsigned in the Minutes Books maintained for the purpose.
The company is not having any subsidiary company or joint venture or associate.Therefore there is not requirement to furnish any information as required under Section129 of the Companies Act 2013 read with relevant rules.
6. COMMITTEES OF THE BOARD
Currently the Board is having four committees namely as Audit Committee StakeholdersRelationship Committee Nomination & Remuneration Committee and Risk ManagementCommittee consists of independent directors.
The Composition of the committees as per the applicable provisions of the Act and Rulesare as follows:
|Name of Committee ||Name of Members of Committee |
|1 Audit Committee ||Mr. Rajnish Khanna Independent Director |
| ||Mr. Vineet Gupta Independent Director |
| ||Mr. Sanjai Seth Whole Time Director |
| ||Mr. Pawan Chawla CFO |
|2 Risk Management Committee ||Mr. Rajnish Khanna Independent Director |
| ||Mrs. Rajni Seth Director |
| ||Mr. Sanjai Seth Whole Time Director |
|3 Nomination & Remuneration Committee ||Mr. Rajnish Khanna Independent Director |
| ||Mrs. Rajni Seth Director |
| ||Mr. Vineet Gupta Independent Director |
|4 Stakeholders Grievances Committee ||Mr. Rajnish Khanna Independent Director |
| ||Mr. Vineet Gupta Independent Director |
| ||Mr. Sanjai Seth Whole Time Director |
7. DISCLOSURE AS PER SECRETRIAL STANDARDS:
The company confirms the compliance of applicable Secretarial Standards throughout theyear.
8. EMPLOYEES' STOCK OPTION PLAN
Your company had not provided any employees stock options.
9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY
The Board consists of executive & non- executive directors including independentdirectors who have wide and varied experience in different disciplines of corporatefunctioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andpursuant to Regulation 17 (1A) of SEBI (Listing Obligations and Disclosures Requirements)(Amendment) Regulations 2018 and that of Articles of Association of the Company Mr.Sanjai Seth (DIN : 00350518) Director of the Company retires by rotation at this AGM ofthe Company and being eligible they offer himself for re-appointment.
The Company has received declarations from all the Independent Directors confirmingthat they meet with the criteria of independence as laid down under Section 149 (6) of theCompanies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. As stipulated under the Regulation 36(3) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 brief resume of theDirector proposed to be re-appointed is given in the Notice.
10. STATUTORY AUDITORS
M/s Adiwise M.K. Associates Chartered Accountants New Delhi (Firm Registration no.007180N) were appointed as Statutory Auditors of your Company at the Annual GeneralMeeting held on 30th September 2016 for a term of five consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting. In accordance with theCompanies Amendment Act 2017 enforced on 7th May 2018 by the Ministry of CorporateAffairs the appointment of Statutory Auditors is not required to be ratified at everyAnnual General Meeting.
11. AUDITOR'S REPORT
Comments of the Auditors in their report and their notes forming part of the Accountsare self explanatory and need no comments. There is no qualification reservation oradverse remark or disclaimer made by the auditor in his report for the period underreview.
12. MANAGEMENT VISION
Your Directors noted with satisfaction the performance of the Company in the currentyear. The outlook remains encouraging and it is expected that positive trend will continuein furthering the growth of the company.
13. SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS
The company has appointed M/s Sarika Jain & Associates Company Secretaries(Certificate of Practice No. 8992) to hold the office of the Secretarial Auditors and toconduct the Secretarial Audit Report as required under Section 204 of the Companies Act2013 and the Rules thereunder. The Secretarial Audit Report for the FY 2017-18 is beingattached as Annexure I with the Directors Report which is explanatory.
14. COMMENTS OF SECRETRIAL AUDITOR REPORT
Comments of the Secretarial Auditors in their report and their notes forming part ofthe Accounts are self-explanatory and need no comments except the followingqualification reservation made by the secretarial auditor in her report for the periodunder review.
|Qualification ||Management Reply |
|Delay in filing the Form MGT 14 (for Approval of Accounts for quarter and year ending 31/03/2017 Disclosure of Interest and appointment of Internal Auditor). ||The delay was inadvertent and due to following reasons: |
| ||a. Non Working of MCA Website. |
| ||b. Non-Availability of Director who was authorized to affix DSC on the form. |
|Delay in filing the Form MGT 14 (for Approval of Accounts for quarter ending 30/06/2017 and approval of Directors Responsibility Statement and Board Report). ||The delay was inadvertent and due to following reasons: |
| ||a. Non Working of MCA Website. |
| ||b. Non-Availability of Director who was authorized to affix DSC on the form |
|Delay in filing the Form AOC-4 (XBRL) [For Submission of filing of Balance Sheet and Statement of Profit & Loss] ||The delay was inadvertent and due to non-availability of taxonomy for XBRL. |
15. COST AUDITORS:
The Cost audit of the Company has not been conducted for the financial year 2017-18 asprovisions of Section 148 of the Companies Act 2013 are not applicable on the Company.
16. PUBLIC DEPOSIT
The Company neither invited nor accepted any Public Deposit in the year 2017-18. Thereare no small depositors in the company.
17. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with Sub-Section (5) Of Section 134 of the Companies Act 2013 the Boardof Directors of the company confirm and submit the Directors Responsibility Statement:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had 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 the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
Internal Financial Controls means the policies and procedures adopted bythe company for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively .
The company continued to have cordial relations with the employees.
19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A Management Discussion and Analysis as required under Regulation 34 of the SEBI(Listing Obligations And Disclosure Requirements) Regulations 2015 is annexed and formingpart of the Director Report.
20. SHARE CAPITAL
The Authorized share capital as on 31st March 2018 was Rs. 125000000/-and the issued subscribed and paid-Up Equity Share Capital as on 31st March2018 was Rs. 100003000/-. During the year under review the Company has not issuedshares with differential voting rights nor granted any stocks options or sweat equity. Ason 31st March 2018 none of the Directors of the Company holds instrumentconvertible into equity shares of the Company.
The Board recommended to increase the authorized share capital from Rs. 125000000/-(Rupees Twelve crore fifty lacs) divided into 11500000 (One crore fifteen lacs) Equityshares of Rs. 10/- (Rupees Ten) each and 10000 (Ten Thousand) Preference shares of Rs.1000/- (Rupees one thousand) each to Rs. 225000000/- (Twenty two crore fifty lacs)divided into 21500000 (Two crore fifteen lacs) Equity shares of Rs. 10/- (Rupees Ten)each and 10000 (Ten Thousand) Preference shares of Rs. 1000/- (Rupees one thousand) each.
A number of in-house programmers were conducted at registered office during the yearunder review.
22. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES
The Company has entered into any contracts or arrangements with Related Party asreferred to in Section 188 of the Companies Act 2013 for the period under review.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: www.mvmonevviews.com.
Your Directors draw attention of the members to after the Notes i.e.to the note no. 26to the financial statement which sets out related party disclosures. (ANNEXURE-II)
23. PARTICULARS OF EMPLOYEES
None of the employees of the Company fall within the purview of the limits asprescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
24. LISTING OF SHARES
The equity shares of the company are listed on BSE Ltd and BSE scrip code of thecompany is 538862. The company confirms that it paid the Annual Listing fee for theFinancial Year 2017-2018 to BSE where the company shares are listed.
25. DEMATERIALISATION OF SHARES:
The company has already commenced the process of dematerlisation of shares. Any memberwish to get his/her shares may get the shares dematerlisation.
26. CORPORATE GOVERNANCE:
As per the SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 aseparate Report on Corporate Governance practices followed by the Company together with aCertificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.
Further as per the SEBI (Listing Obligations And Disclosure Requirements) Regulations2015 CEO/CFO Certification confirming the correctness of the financial statementsadequacy of the internal control measures and reporting of matters to the Audit Committeeforms an integral part of this Report.
27. TRANSFER TO GENERAL RESERVES
No amount has been transferred to the General Reserves of the company during the periodunder review.
28. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets commensurate with its size scale andcomplexities of its operations. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.
All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements.
29. NOMINATION AND REMUNERATION POLICY:
Pursuant to Provisions of Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination & Remuneration committee the Board had adopted policyfor selection and appointment of Directors Senior Management and their remuneration inthe year 2014. The details of Remuneration Policy is stated in the Corporate GovernanceReport. The Nomination and Remuneration Policy is posted on the website of the Company.
30. RISK MANAGEMENT:
As per the Companies Act 2013 and as part of good corporate governance the Company hasconstituted the Risk Management Committee. The Committee is required to lay down theprocedures to inform to the Board about the risk assessment and minimization proceduresand the Board shall be responsible for framing implementing and monitoring the riskmanagement plan and policy for the Company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
The Committee reviewed the risk trend exposure and potential impact analysis carriedout by the management. It was specifically confirmed to the Committee by the MD & CEOand the CFO that the mitigation plans are finalized and up to date owners are identifiedand the progress of mitigation actions are monitored.
31. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing ObligationsAnd Disclosure Requirements) Regulations 2015 a separate exercise was carried out toevaluate the performance of individual Directors including the Chairman of the Board whowere evaluated on parameters such as level of engagement and contribution and independenceof judgment thereby safeguarding the interest of the Company. The performance evaluationof the Independent Directors was carried out by the entire Board. The performanceevaluation of the Chairman and the Non Independent Directors was carried out by theIndependent Directors. The board also carried out annual performance evaluation of theworking of its Audit Nomination and Remuneration as well as stakeholder relationshipcommittee. The Directors expressed their satisfaction with the evaluation process.
32. BOARD EVALUATION:
Pursuant to the provisions of the Act and the SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the Board has carried out an annual evaluation of itsperformance the Directors individually as well as the evaluation of the working of itsAudit and Nomination & Remuneration Committees.
33. DETAILS OF REMUNERATION TO DIRECTORS & KMP Particulars of employees
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Name of Non-executive directors ||Remuneration of Non Executive Directors (in Rs.) ||Ratio to median remuneration |
|1 Rajni Seth ||Nil ||N.A. |
|2. Rajnish Khanna ||Nil ||N.A. |
|3. Vineet Gupta ||Nil ||N.A. |
|Name of Executive directors ||Remuneration of Executive Directors (in Rs.) ||Ratio to median remuneration |
|1 Sanjai Seth ||1048000 ||2.69 |
|2. Vikas Seth ||688000 ||1.76 |
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||Remuneration of KMP (in Rs.) ||% increase/(decrease) in remuneration in the financial year |
|1. Sanjai Seth-Whole Time Director ||1048000 ||4.80 |
|2. Vikas Seth-Managing Director ||688000 ||7.50 |
|3. Pawan Chawla-Chief Financial Officer ||452900 ||12.05 |
|5. Varun Kalra-Company Secretary ||286000 ||2.14 |
c. The percentage increase in the median remuneration of employees in the financialyear: 10%
d. There were twelve permanent employees on the rolls of Company.
e. The explanation on the relationship between average increase in remuneration andCompany performance:
f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
|Aggregate remuneration of key managerial personnel (KMP) in FY18 ||2474900 |
|Revenue ||3106739 |
|Remuneration of KMPs (as % of revenue) ||79.66 |
|Profit/(Loss) before Tax (PBT) ||(4383634) |
|Remuneration of KMP (as % of PBT) ||Nil |
g. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
|Particulars ||March 312018 ||March 31 2017 ||% Change |
|Market Capitalisation ||28.75 Crore ||28.75 Crore ||Nil |
|Price Earnings Ratio ||Nil ||35 ||Nil |
h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last price of theprevious year:
|Particulars ||March 31 2018 ||% Change |
|Market Price (BSE) ||28.75 ||Nil |
i. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:
| ||Vikas Seth (Managing Director) ||Sanjai Seth (Whole Time Director) ||Pawan Chawla (CFO) ||Varun Kalra (C.S.) |
|Remuneration in FY18 ||688000 ||1048000 ||452900 ||286000 |
|Revenue ||3106739 ||3106739 ||3106739 ||3106739 |
|Remuneration as % of Revenue ||22.15 ||33.73 ||14.58 ||9.21 |
|Profit before Tax (PBT) ||(4383634) ||(4383634) ||(4383634) ||(4383634) |
|Remuneration (as % of PBT) ||Nil ||Nil ||Nil ||Nil |
j. The key parameters for any variable component of remuneration availed by thedirectors: Not Applicable
k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: None.
l. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
m. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the members excluding theaforesaid annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary.
I. AUDIT COMMITTEE
The Audit Committee Comprises two Non- Executive Director and one Executive Directorall of Non-executive directors are Independent Director. Mr. Rajnish Khanna is theChairman of the Audit Committee and Mr. Vineet Gupta & Mr. Sanjai Seth are members ofthe committee. Mr. Rajnish Khanna is Chartered Accountant. The Members process adequateknowledge of Accounts Audit and Finance among others. The composition of the AuditCommittee meets the requirements as per the Section 177 of the Companies Act 2013 and theSEBI (Listing Obligations And Disclosure Requirements) Regulations 2015.
There are no recommendations of the Audit Committee which have not been accepted by theBoard.
II. VIGIL MECHANISM / VIGIL MECHANISM POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior of the company has adopted a vigil mechanismpolicy.
III. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186:
The Company has not given any Loan given any guarantee or provided security inconnection with a Loan to any other body corporate or person and has not acquired by wayof subscription purchase or otherwise the securities of any other body corporate.
IV. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
V. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPOTION
The Provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofCompanies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption do not apply as operations of your Company are not energy - intensive for theperiod under review. However Adequate measures have been taken to reduce energyconsumption by using energy-efficient equipment incorporating the latest technology.
VI. MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of the Companybetween the financial year and up to the date of this report.
VII. EXTRACT OF ANNUAL RETURN:
The Annual Return in Form MGT-9 as required under Section 92 and 134 (3) of theCompanies Act 2013 read with rules made thereunder are placed on the website of thecompany having the www.mymoneyviews.com/ shareholders3.htm.
VIII. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earning: Rs. NIL (Previous Year Rs. NIL )
Foreign Exchange Outgo: Rs. NIL (Previous Year Rs. NIL )
IX. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
No complaints pertaining to sexual harassment were received during FY 2017-18.
35. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs vide notification dated 16 February 2015 made itmandatory in a phased manner for adoption and applicability of Indian Accounting Standards(Ind AS) for companies other than Banking Insurance and Non-Banking Finance Companies.Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes ofcompanies which shall comply with the Ind AS in preparation of the financial statements.In accordance with clause (iii) of sub rule (1) of the Rule 4 of the Companies (IndianAccounting Standards) Rules 2015 the compliance of Indian Accounting Standards wasapplicable and mandatory to the company for the accounting period beginning from 1st April2017.
The financial statements for the year under review have been prepared in accordancewith the Ind AS including the comparative information for the year ended 31stMarch 2017 as well as the financial statements on the date of transition i.e. 1stApril 2016.
The Board expresses its sincere gratitude to the shareholders bankers and clients fortheir continued support. The Board also wholeheartedly acknowledges with thanks thededicated efforts of all the staff and employees of the Company.
| || |
For and on behalf of the Board
| || |
My Money Securities Limited
| ||Sd/- ||Sd/- |
| ||Sanjai Seth ||Vikas Seth |
| ||Whole Time Director ||Managing Director |
| ||DIN: 00350518 ||DIN: 00383194 |
|Place : Delhi ||ADD: 10-A Under Hill Lane ||ADD: 10-A Under Hill Lane |
|Dated : 14/08/2018 ||Civil Lines Delhi-110 054 ||Civil Lines Delhi-110 054 |