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. 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. 2. DIVIDEND Your Directors have not recommended any dividend due to loss incurred during the year. 3. 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. 4. 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. 5. 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. 6. 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. 7. 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. 8. SECRETARIAL 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. 9. ACKNOWLEDGEMENT 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 |