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Directors Report of My Money Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of the Company with the Audited Financial Statements of Accounts and the Auditor's Report of the Company for the period ended 31st March, 2015. The Summarized Financial Results for the period ended 31st March, 2015 are as under.

1. PERFORMANCE HIGHLIGHTS

The performance highlights of the company for FY 2014-15 are furnished as under:-

S. Particulars Year Ended Year Ended No. March 31, March 31, 2015 2014

1 Revenue from Operations 83,70,348 53,32,481

Other Income 9,86,355 9,47,666

Total Income 93,56,703 62,80,147

2 Total Expenditure 74,77,577 43,37,711

3 Profit ( ) / Loss (-) before Interest, Depreciation and Tax 18,79,126 19,42,436

4 Finance Cost 5,97,574 6,80,164

5 Depreciation/ Amortisation 4,59,636 2,54,899

6 Profit ( )/ Loss (-) before Tax 8,21,916 10,07,373

7 Current tax 3,46,840 3,38,090

8 Deferred tax Liability/(Assets) (92,860) (26,812)

9 Earlier year Tax Expenses 6,263 12,741

10 Net Profit ( )/ Loss (-) after Tax 5,61,673 6,83,354

11 Profit b/f from Last Year (Reserve) 45,19,432 38,36,078

12 Profit carried to Balance Sheet 50,81,105 45,19,432

13 EPS (Basic) & (Diluted) 0.056 0.068

2. REVIEW OF OPERATIONS:

Your Company being a member of National Stock Exchange (NSE) and Metropolitan Stock Exchange of India Limited (MCX-SX-CURRENCYSEGMENT) is in broking business and total Revenue for the Financial Year 2014-15 stood at Rs.93,56,703/-. net profit after tax is Rs.5,61,673/- as against the revenue of previous Financial Year which was Rs.62,80,147. net profit after tax was Rs.683354/-. Your company continued to strengthen its position in this rapidly-growing market.

The business has performed well with the productivity gains, growth in volumes and sustained margins not with standing rise in input costs including salary. Business continues to be successful despite of several economic constraints. The performance had established a new milestone for the company.

3. DIVIDEND

As the Company wants to invest it profits for the growth and expansion of the Company therefore, the Board of Directors has decided not to declare any dividend for this financial year.

4. NUMBER OF MEETINGS OF THE BOARD

The Boards of Directors duly met Nine times on 30th May, 2014, 21st June, 2014, 30th June, 2014, 13th August 2014, 1st November 2014, 14th November, 2014, 18th December, 2014, 14th February, 2015, and 20th March, 2015 in respect of which notices were given and the proceedings were recorded and signed in the Minutes Books maintained for the purpose.

5. SUBSIDIARIES

The company is not having any subsidiary company. Therefore, no information is required to furnished under Section 129 of the Companies Act, 2013 read with relevant rules.

6. EMPLOYEES' STOCK OPTION PLAN

Your company had not provided any employees stock options.

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY

The Board consists of executive & non- executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and that of Articles of Association of the Company, Mrs. Rajni Seth, Director of the Company retires by rotation at this AGM of the Company and being eligible, they offer herself for re-appointment.

It is proposed to the shareholders to re-appoint Mr. Vikas Seth, as the Managing Director of the company, for the period of 5 years i.e. from October 1.2015 to September 30, 2020.

During the year following Key Managerial Personnel resigned and appointed in the Company.

* Mr. Pawan Chawla, appointed as CFO with effect from 13th August, 2014.

* Mr. Jaspinder Singh Saluja, Company Secretary resigned with effect from 1st November, 2014.

* Mr. Varun Kalra, appointed as Company Secretary with effect from 1st November, 2014.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 under Clause 49 of the Listing Agreement with the BSE.

8. COMMITTEES OF THE BOARD

Currently, the Board is having four committees namely as Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Risk Management Committee consists of independent directors.

The Composition of the committees as per the applicable provisions of the Act and Rules are as follows:

S. Name of Committee Name of Members of Committee No.

1. Audit Committee Mr. Rajnish Khanna, Mr. Sanjai Seth & Mr. Vineet Gupta

2. Stakeholder's Relationship Mr. Rajnish Khanna, Mr. Sanjai Seth Committee & Mr. Vineet Gupta

3. Nomination And Remuneration Mr. Rajnish Khanna, Mrs. Rajni Seth Committee & Mr. Vineet Gupta

4. Risk Management Committee Mr. Rajnish Khanna, Mrs. Rajni Seth & Mr. Sanjai Seth

9. STATUTORY AUDITORS

Your Directors request that the appointment of M/s. Prem Amar And Co., Chartered Accountants (FRN: 009636N), needs to be ratified at their Annual General Meeting and being eligible offers themselves for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014.

10. AUDITOR'S REPORT

Comments of the Auditors in their report and their notes forming part of the Accounts, are self explanatory and need no comments. There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report for the period under review.

11. MANAGEMENT VISION

Your Directors noted with satisfaction the performance of the Company in the current year. The outlook remains encouraging and it is expected that positive trend will continue in furthering the growth of the company.

12. 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 to conduct the Secretarial Audit Report, as required under Section 204 of the Companies Act, 2013 and the Rules thereunder. The Secretarial Audit Report for the FY 2014-15 is being attached with the Directors Report which is explanatory and needs no comments. (ANNEXURE-A)

13. PUBLIC DEPOSIT

The Company neither invited nor accepted any Public Deposit in the year 2014-15. There are no small depositors in the company.

14. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with Sub-Section (5) Of Section 134 of the Companies Act, 2013 the Board of Directors of the company confirm and submit the Directors Responsibility Statement::

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

"Internal Financial Controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively .

15. PERSONNEL

The company continued to have cordial relations with the employees.

16. CORPORATE GOVERNANCE

Your company is committed to good Corporate Governance Practices and the following guidelines prescribed by the SEBI and the Stock Exchanges from time to time. The company has implemented all of its major stipulations as applicable to the company. The Statutory Auditors Certificate dated 14th August, 2015 in accordance with Clause 49 of the Listing Agreement and the report on the Corporate Governance is annexed to & forming part of the Directors Report.

Mr. Vikas Seth, Managing Director and Mr. Pawan Chawla, CFO have given a certificate to the Board as contemplated in sub clause V of Clause 49 of the Listing Agreement.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is annexed and forming part of the Director Report.

18. SHARE CAPITAL

The Authorized share capital as on 31st March, 2015 was Rs. 125,000,000/- and the issued, subscribed and paid-Up Equity Share Capital as on 31st March, 2015 was Rs. 100,003,000/-. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2015 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

19. TRAINING

A number of in-house programmers were conducted at registered office during the year under review.

20. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into any contracts or arrangements with Related Party as referred 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 party transactions as approved by the Board may be accessed on the Company's website at the link: www.mymoneyviews.com.

Your Directors draw attention of the members to after the Notes i.e.to the note no. 25, to the financial statement which sets out related party disclosures. (ANNEXURE-B)

21. PARTICULARS OF EMPLOYEES

None of the employees of the Company fall within the purview of the limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. LISTING OF SHARES

The Company has got Listed on BSE Ltd during the year and BSE scrip code of the company is 538862.

23. DEMATERIALISATION OF SHARES:

The company has already commenced the process of dematerlisation of shares. Any member wish to get his/ her shares may get the shares dematerlisation.

24. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

25. TRANSFER TO GENERAL RESERVES

No amount has been transferred to the General Reserves of the company during the period under review.

26. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the company checks and verifies the 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 and effectiveness of the internal control systems and suggests improvements to strengthen the same.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

27. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

28. RISK MANAGEMENT:

As per the Companies Act, 2013 and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro- active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD & CEO and the CFO that the mitigation plans are finalized and up to date, owners are identified and the progress of mitigation actions are monitored.

29. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

30. BOARD EVALUATION:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

31. DETAILS OF REMUNERATION TO DIRECTORS & KMP Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

S. Name of Non-executive Remuneration of Non- Ratio to median No. directors Executive Directors remuneration (in Rs.)

1 Rajni Seth Nil N.A.

2. Rajnish Khanna Nil N.A.

3. Vineet Gupta Nil N.A.

S. Name of Executive Remuneration of Ratio to median No. directors Executive Directors remuneration (in Rs.)

1 Sanjai Seth 9,54,500 2.67

2. Vikas Seth 5,94,500 1.66

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

S. Directors, Chief Executive Officer, Remuneration of % increase No. Chief Financial Officer and Director in Company Secretary (in Rs.) remuner- ation in the financial year

1. Sanjai Seth-Whole Time Director 9,54,500 8.96

2. Vikas Seth-Managing Director 5,94,500 15.21

3. Pawan Chawla-Chief Financial 2,71,800 Nil Officer

4. Jaspinder Singh Saluja-Company 1,03,000 Nil* Secretary

5. Varun Kalra-Company Secretary 1,00,000 Nil*

* Mr. Jaspinder Singh Saluja Resign from the post of C.S. on 01.11.2014

I. Appointed as Chief Financial Officer w.e.f. 13.08.2014.

II. Appointed as Company Secretary w.e.f. 01.11.2014

c. The percentage increase in the median remuneration of employees in the financial year: 10%

d. There were twelve permanent employees on the rolls of Company.

e. The explanation on the relationship between average increase in remuneration and Company performance: The Increase in remuneration is based on inflation and Industry practice.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY15 20,23,800

Revenue 93,56,703

Remuneration of KMPs (as % of revenue) 21.63

Profit before Tax (PBT) 8,21,916

Remuneration of KMP (as % of PBT) 246.23

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalisation 28 Crores N.A. NA

Price Earnings Ratio 500 N.A. N.A.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2015 % Change

Market Price (BSE) 28 N.A

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Vikas Seth Sanjai Seth Pawan (Managing (Whole Time Chawla Director) Director) (CFO)

Remuneration in FY15 5,94,500 9,54,500 2,71,800

Revenue 93,56,703 93,56,703 93,56,703

Remuneration as % of Revenue 6.35 10.20 2.91

Profit before Tax (PBT) 8,21,916 8,21,916 8,21,916

Remuneration (as % of PBT) 72.33 116.13 33.07

Varun Kalra Jaspinder (C.S.) Singh Saluja (C.S.)*

Remuneration in FY15 1,00,000 1,03,000

Revenue 93,56,703 93,56,703

Remuneration as % of Revenue 1.07 1.10

Profit before Tax (PBT) 8,21,916 8,21,916

Remuneration (as % of PBT) 12.17 12.53

* Mr. Jaspinder Singh Saluja Resign from the post of C.S. on 01.11.2014

j. The key parameters for any variable component of remuneration availed by the directors: Not Applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during 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 of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

32. DISCLOSURES:

I. AUDIT COMMITTEE

The Audit Committee Comprises Two Non- Executive Director and one Executive Director, all of Non- executive directors are Independent Director. Mr. Rajnish Khanna is the Chairman of the Audit Committee and Mr. Vineet Gupta & Mr. Sanjai Seth are members of the committee. Mr. Rajnish Khanna is Chartered Accountant. The Members process adequate knowledge of Accounts, Audit and Finance, among others. The composition of the Audit Committee meets the requirements as per the Section 177 of the Companies Act, 2013 and of Clause 49 of the Listing Agreement.

There are no recommendations of the Audit Committee which have not been accepted by the Board.

II. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy.

III. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:

The Company has not given any Loan, given any guarantee or provided security in connection with a Loan to any other body corporate or person and has not acquired by way of 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 would impact 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 of Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption do not apply as operations of your Company are not energy - intensive for the period under review. However, Adequate measures have been taken to reduce energy consumption 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 Company between the financial year and up to the date of this report.

VII. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 and 134 (3) of the Companies Act, 2013 read with rules made thereunder, forms an integral part of this Report as (ANNEXURE C).

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 (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints pertaining to sexual harassment were received during FY 2014-15.

33. ACKNOWLEDGEMENTS

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

For and on behalf of the Board My Money Securities Limited



Sd/- Sd/- Place : New Delhi Sanjai Seth Vikas Seth Dated : 14/08/2015 Whole Time Director Managing Director DIN: 00350518 DIN: 00383194 ADD: 10-A, Under ADD: 10-A, Under Hill Lane, Hill Lane, Civil Lines Civil Lines Delhi-110 054 Delhi-110 054







 
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