M S Securities Ltd Directors Report.

To,

The Members of,

MS Securities Limited

Dear Members,

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

1. Financial Results (INR)
F.Y F.Y
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 year under 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 loss incurred 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 under review.

5. Share Capital:

The Paid up Equity Share Capital of your Company was Rs. 4,17,19,000/- as on 31st March 2017. There was no rights issue, bonus issue or preferential issue etc. during the year.

Your Company has not issued any shares with differential voting rights, sweat equity shares 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 the Companies Act, 2013, in the prescribed Form MGT- 9 is annexed to this Report as Annexure A.

a) Number of Meetings of the Board:

During the year, 5 (Five) number of Board meetings were convened and held on 18.04.2016, 07/08/2016, 17.10.2016, 05.11.2016 and 23.01.2017.

b) Directors Responsibility Statement:

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

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

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

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, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other 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 your Company and that such internal financial controls are adequate and are operating effectively; and

VI. the directors have devised proper systems to ensure compliance with the provisions of 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 the financial year under review. Information regarding Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in detail in the Financial Statements annexed to this Report.

8. Related Party Transactions:

There were no related party transactions entered into by your Company during the financial year which attracted the provisions of Section 188 of the Companies Act, 2013 as all related party transactions that were entered into by your Company during the year were on an arms length basis and were in the ordinary course of your Companys business. Hence there 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 statement which sets out related party disclosures.

9. Material Changes and Commitments:

There have been no material changes and commitments, affecting the financial position of your Company, which have occurred between the end of the financial year of your Company and 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 Company did not carry out any manufacturing activities during the year under review and hence the Directors have nothing to Report on Conservation of Energy, Research & Development and Technology Absorption as required to be given under the provisions of Section 134 of the 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 under review.

11. Deposits:

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

12. Subsidiaries & Associate Companies:

Your Company has 1 (One) Associate Company. The detail of shareholding of your Company in 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 or Tribunals during the year under review which would impact the going concern status of your Company and its future operations.

14. Risk Management Policy:

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

Your Company does not trade in derivatives, and therefore your Company has no risk exposure in derivatives.

15. Corporate Social Responsibility:

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

16. Adequacy of Internal Financial Controls:

Internal financial controls with reference to the financial statements were adequate and 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 in terms of the Articles of Association of your Company, Mrs. Sangita Devi Saraf, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers 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 of Independence, as required under the provisions of Section 149(7) of the Companies Act, 2013 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 three directors.

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 2017 have 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 Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are as follows:

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

b) Your Company did not have any employee whose particulars are required to be given by it 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 to and 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 Sexual Harassment of Women at Workplace Act, 2013" introduced by the Government of India, which came into effect from 9th December, 2013, your Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said policy.

23. Auditors:

a) Statutory Auditor:

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

The Statutory Audit Report does not contain any qualification, reservation or adverse remark 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 made thereunder, Your Company has appointed Mr. Vikram Kumar, a Practicing Company Secretary as Secretarial Auditors of Your Company. The Secretarial Audit Report for the year under review is self-explanatory and does not call for any further comments.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark 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 seven years. Therefore, there was no fund which was required to be transferred to investor education and protection Fund (IEPF).

25. Listing

Your Companys shares are listed on BSE under security code no. 531039 and CSE. The trading in your companys share have been suspended and your Company is taking active steps for revocation of its suspension from trading. The Listing fees to the Stock Exchanges 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 Management Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, your Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

Your Company has a Fraud Risk and Management (FRM) Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, Your Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or 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 framed a Remuneration Policy which includes (a) criteria for determining the qualifications, positive attributes and independence of a director and (b) matters relating to the remuneration for directors, key managerial personnel and other employees. The detailed Remuneration Policy is placed on the Companys website www.mssl.co.in.

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 an Annual performance evaluation of its own performance and of all the Directors individually as well as the evaluation of the working of Audit, Nomination & Remuneration and other Compliance Committees.

Acknowledgement

The Board of Directors would like to place on record their grateful appreciation of the cooperation and assistance received from your Companys customers, shareholders, employees, brokers, dealers, banks, financial institutions, stock exchanges and all others associated with your Company.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continuous support.

For MS SECURITIES LTD
Date: 8th August, 2017
Manoj Kumar Saraf
(DIN: 00175213)
Managing Director
Sanjeev Kumar Saraf
(DIN: 01762532)
Director