Home  »  Company  »  Sastasundar Ventures  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Sastasundar Ventures Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the Twenty-Seventh Annual Report together with Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

Particulars

Standalone

Consolidated

FY 2015-16

FY 2014-15

FY 2015-16

FY 2014-15

Total Revenue

221.47

244.83

8899.16

5248.98

Profit/(Loss) before Interest, Depreciation & Tax

18.78

42.58

-2855.36

-994.92

Less: Depreciation

33.89

40.97

727.92

569.90

Less: Interest

-

-

100.17

93.15

Profit/(Loss) before Tax and Exceptional Item

-15.11

1.61

-3683.45

-1657.97

Exceptional Item

-237.00

-

-

172.87

Profit/(Loss) before Tax

-252.11

1.61

-3683.45

-1485.10

Less: Tax Expenses

- Current Tax

- Excess Provision for taxation no longer required written back

- Deferred Tax

-44.82

-103.60

4.41

-39.60

7.13

33.66

-103.60

67.22

Profit/(Loss) for the year before Minority Interest

-207.29

105.21

-3655.39

-1482.38

Less: Minority Interest

-

-

5.43

7.98

Profit/(Loss) for the year

-207.29

105.21

-3660.82

-1490.36

DIVIDEND

In view of loss incurred by the Company the Board of Directors do not recommend any dividend for the financial year 2015-16.

TRANSFER TO RESERVE

The Company does not propose to transfer any amount to reserve.

OPERATIONAL UPDATE

During the year under review, in response to our letter dated 28th October, 2014 requesting for de-registration / cancellation of the Certificate of Registration as Non-Banking Financial Company (NBFC), the RBI vide its letter dated 21st July, 2015 has confirmed the same w.e.f. 21st May, 2015. At present the Company is a Core Investment Company (CIC).

Directors'' Report

The Company has entered in a Share Purchase Agreement (SPA) on 19th April, 2016 for sale of 100% shareholding in Microsec Capital Limited. Implementation of said SPA is conditional upon sanction of proposed Scheme of Arrangement between Microsec Capital Limited (MCap), the wholly owned subsidiary company and Microsec Commerze Limited (MCL), a wholly owned subsidiary of Microsec Capital Limited and PRP Technologies Limited. The proposed scheme of arrangement envisages transfer of "Consultancy and Investment" undertakings of Microsec Capital Limited and Mirosec Commerze Limited into PRP Technologies Limited.

Your Directors have also decided to change of name of the Company to represent correctly the activity / business of the Company.

On a standalone basis, the revenue of your Company was Rs. 221.47 Lacs as against Rs. 244.83 Lacs during the previous year. EBIDT was Rs. 18.78 Lacs as compared to Rs. 42.58 Lacs during the previous financial year. The net loss for the year under review was Rs. 207.29 Lacs, as against profit of Rs. 105.21 Lacs in the previous year.

DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

SHARE CAPITAL

The paid up Equity share capital of the Company as at 31st March, 2016 is Rs. 31.81 crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March, 2016, none of the Directors of the Company holds instrument convertible into equity shares of the Company. Your Company has not made any provision of money for purchase of its own Shares by employees or by trustees for the benefit of employees during the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which financial statements relates and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company''s Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been 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.

An external independent firm carries out the internal audit of the Company operations and reports its findings to the Audit Committee on a regular basis. Internal Risk & Control function also evaluates organizational risk along with controls required for mitigating those risks. Internal Audit provides assurance on functioning and quality of internal controls along with adequacy and effectiveness through periodic reporting.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has fifteen subsidiaries (both direct and step down).

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries forms part of the Annual Report. Further a statement containing the salient features of the financial statements of each of the subsidiaries, associates in the prescribed format Form AOC-1, forms part of the Annual Report. The annual accounts of the subsidiary companies will be made available to the shareholders on request and will also be kept for inspection by the shareholders at the registered office of your Company.

Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company are available at our website at www.microsec.in.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as SEBI (LODR) Reg, 2015]. The said Policy has been posted on the Company''s website at the weblink http://www.microsec.in/stadc/Pdf/ Policy_of_ Material_Subsidiary_Microsec.pdf

The Company does not have any Joint Venture or Associate Company as per the provisions of the Companies Act 2013. BOARD OF DIRECTORS:

a) Directors and Key Managerial Personnel

The tenure of Mr. Banwari Lal Mittal (DIN- 00365809) as Managing Director expired on 30th June, 2015. The Board of Director at their meeting held on 30th May, 2015, on the recommendation of Nomination and Remuneration Committee, had appointed Mr. Banwari Lal Mittal as Managing Director & CEO for a period of 3 years w.e.f. 1st July, 2015 which was approved by the members at the Annual General Meeting held on 28th September, 2015.

During the year under review Mr. Giridhar Dhelia resigned as the Chief Financial Officer of the Company at the close of business hours on 11th August, 2015. Based on the recommendation of the Nomination and Remuneration Committee and the Board, Mr. Amrit Daga has been appointed as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f 12th August, 2015. The Company has the following three Key Managerial Personnel:

1. Mr. Banwari Lal Mittal, Managing Director,

2. Mr. Amrit Daga, Chief Financial Officer and

3. Mr. Biplab Kumar Mani, Company Secretary

As per the provision of the Companies Act, 2013 Mrs. Abha Mittal (DIN: 00519777) retires by rotation at the ensuing Annual General Meeting and being eligible, offers for re-appointment. Your Directors recommended the reappointment. Details of Mrs. Abha Mittal as required under SEBI (LODR) Reg, 2015 are provided in the Corporate Governance Report and notice of 27th Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

b) Declaration by an Independent Director(s)

All the Independent Directors have given a declaration that they meet criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with the rules made there under and Regulation 16(1)(b) of the SEBI (LODR) Reg, 2015.

c) Familiarization Programme undertaken for Independent Director

During the year, the Company has organized a familiarization Programme of the Independent Directors. The details of the familiarization programme of Independent Directors are provided in the Corporate Governance Report and are also available on the Company''s website at the weblink http://www.microsec.in/stattc/Pdf/Familiarisatton_program_ for_ID_Microsec.pdf

d) Board Evaluation

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013 read with Rules framed there under and provisions of Schedule IV to the Act as well as the SEBI (LODR) Reg, 2015, your Company has carried out a performance evaluation programme for the Board of Directors, Committees of the Board and Individual Directors for the financial year ended 31st March, 2016.

For annual evaluation of the Board as a whole, its Committee(s) and Individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

e) Remuneration Policy

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the Executive and at the Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The Board has on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration Policy, which inter alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The said Policy has been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE

Board of Directors

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. However, in case of special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. During the year under review, four Board Meetings were convened and held on 30th May, 2015, 10th August, 2015, 4th November, 2015 and 9th February, 2016, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 as well as the SEBI (LODR) Reg, 2015.

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

Stakeholders Relationship and Shareholders Grievance Committee

The composition and terms of reference of the Stakeholders Relationship and Shareholders Grievance Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STATUTORY AUDITORS

The Statutory Auditors of your Company M/s. S. R. Batliboi & Co. LLP, (Firm Regn. No. 301003E/ E300005) Chartered Accountants, retires at the ensuing Annual General Meeting of the Company and have given their consent for reappointment. Your Company has received a certificate from them confirming their eligibility to be re-appointed as Auditors of the Company in terms of the provisions of section 141 of the Companies Act, 2013 and rules framed there under. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the provisions of Regulation 33 of the SEBI (LODR) Reg, 2015. The proposal for their re-appointment has been included in the Notice convening the Twenty Seventh Annual General Meeting of the Members of the Company.

AUDITORS'' REPORT

The Auditors have submitted their Independent Auditor Report for the financial ended 31st March, 2016 and they have made no qualification, reservation or adverse remarks or disclaimer in their report.

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s MKB & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Report of the Secretarial Audit is annexed herewith as "Annexure - I".

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The said policy on related Party transactions as approved by the Board is posted at the Company''s website at the weblink http://www.microsec.in/stadc/Pdf/Policy_of_Material_Subsidiary_Microsec.pdf

All the related party transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Reg, 2015 except the contract or arrangements entered into by the Company with the related party in terms of sub-section (1) of section 188 of the Companies Act, 2013 as disclosed in Form No. AOC -2 is annexed herewith as "Annexure - II".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as per section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure - III".

EXTRACT OF THE ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return in Form No. MGT - 9 is included in this report as "Annexure - IV" and forms an integral part of this report.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report and marked as "Annexure - V".

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concern about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at the webilink http:// www.microsec.in/stattc/Pdf/Whistle_Blower_Policy_Microsec.pdf. During the year under review, no complaints has been received/reported.

CORPORATE SOCIAL RESPONSIBILITY

Your Company suffered losses during the year 2015-16. The Financial performance of the Company has declined since 2013-14. The immediate future in terms of performance appears to be bleak. In such circumstance the Company has not voluntarily undertaken any CSR activity during the year under review.

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code for Prevention of Insider Trading with a view to Regulate trading in equity shares of the Company by the Directors and designated employees of the Company. The said Code of Conduct is available on the website of the Company at www.microsec.in. The Code requires preclearance for dealing in Company''s shares and prohibit the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive information and also during the period when the Trading Window remains closed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices. The report on Corporate Governance and Management Discussion & Analysis Report as stipulated under Schedule V of the SEBI (LODR) Reg, 2015 forms an integral part of this report.

CORPORATE GOVERNANCE CERTIFICATE

In Compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg, 2015 read with Schedule V of the said Regulations, the Corporate Governance Certificate issued by the Statutory Auditors M/s S. R. Batliboi & Co. LLP, Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated is annexed to this report. Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the SEBI (LODR) Reg, 2015, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy which identify, evaluate business risks and opportunities. The details of the same are covered in the Corporate Governance Report forming part of the Board''s Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors acknowledges the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and provisions of the SEBI (LODR) Reg, 2015 and in the preparation of the annual accounts for the year ended 31st March, 2016 states that —

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

(b) they 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 the company at the end of the financial year and of the loss of the company for the year;

(c) they have 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 annual accounts have been prepared on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the email IDs of shareholders. Your Company has arranged to send the soft copies of these documents to the registered email IDs of the shareholders, wherever available. In case, any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request in this respect.

HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of Microsec Group. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective, your company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "great people create great organization" has been at the core of the Company''s approach to its people.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to provide a safe and secure environment to its women employees across its functions, as they are considered as integral and important part of the Organization.

Your company has in place an Anti Sexual Harrassment Policy in line with the requirements of the Sexual Harrassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

There was no case of sexual harrasment reported during the year under review.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

For and on behalf of the Board

Sd/-

B. L. Mittal

Date : 5th August, 2016

Chairman & Managing Director

Place : Kolkata DIN: 00365809


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

A summary of Consolidated Financial Results of the Company and its subsidiaries for the year ended 31st March, 2014 is given below :

(Rs. in Lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Revenue 3,060.62 4,762.45

Profit/Loss) before Interest, Depreciation & Tax (417.12) 1,549.17

Less : Depreciation 187.66 170.25

Less : Interest 65.15 113.68

Profit/(Loss) before Taxation (669.93) 1,265.24

Less : Tax Expenses

- Current Tax 8.93 324.36

- Excess Provision for taxation no longer required written back (104.47) 0.72

- Deferred Tax 59.66 62.10

Profit/(Loss) for the year before Minority Interest (634.05) 878.06

Less: Minority Interest 13.40 1.40

Less: Proportionate share of Loss in associate 0.00 57.06

Profit/(Loss) for the Year (647.45) 819.60

Balance brought forward from previous year 8,833.17 8,209.85

Balance Available for appropriation 8,185.72 9,029.45

Less : Appropriations

Transfer to Reserve under section 45-IC of the RBI Act, 1934 14.92 196.06

Transfer to Debenture Redemption Reserve 12.50 0.22

Proposed Dividend

Dividend Tax thereon - -

Surplus in the Statement of Profit & Loss 8,158.30 8,833.17

A summary of the Standalone Financial Results for the year ended 31st March, 2014 is given below:

(Rs. in Lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Revenue 275.82 1,789.86

Profit before Interest, Depreciation & Tax 60.24 1,335.59

Less: Depreciation 35.65 38.71

Less: Interest 0.14 5.19

Profit before Taxation 24.45 1,291.69

Less: Tax Expenses

- Current Tax 2.65 297.51

- Excess provision for taxation no longer required written back (67.97) -

- Deferred Tax 30.83 17.95

Profit for the year 58.94 976.23

Balance brought forward from previous year 3,877.02 3,096.79

Balance Available for appropriation 3,935.96 4,073.02

Less: Appropriations

Transfer to Reserve under section 45-IC of the RBI Act, 1934 11.79 196.00

Proposed dividend - -

Dividend Tax thereon - -

Surplus in the Statement of Profit & Loss 3,924.17 3,877.02

REVIEW OF OPERATIONS

During the year, the Indian economy remained upset owing to global distress and persistent domestic turbulence. The major obstructions were inflation, high fiscal deficit, lack of liquidity, policy uncertainty and currency volatility. India''s Gross Domestic Product (GDP) growth rate moderated in the year 2013, owing to the underperformance by almost all sectors of the economy. The Rupee plunged to its lowest level against the US dollar.

During the year, the company has launched sastasundar.com - an innovative digital pharmacy and healthcare store.

Foreseegame.com has also seen tremendous growth in terms of registered users and brands. Both these businesses are in infant stage and therefore will take some time to exhibit positive cash flows.

During the year under review, on consolidated basis, your company posted a total income of Rs. 3060.62 Lacs and net loss after tax of Rs. 647.45 Lacs.

DIVIDEND

With a view to strengthening the financial position of the Company, your Directors have not recommended any dividend for the financial year 2013-14.

SUBSIDIARY AND CONSOLIDATED RESULTS OF OPERATIONS

As at 31st March, 2014 the Company''s subsidiaries and step-down subsidiaries are as follows :

Sr. No. Name

1. Microsec Capital Limited

2. Microsec Resources Private Limited

3. Microsec Technologies Limited

4. Microsec Commerze Limited

5. Microsec Insurance Brokers Limited

6. PRP Technologies Limited

7. Microsec Health Buddy Limited

8 Bharatiya Sanskriti Village Private Limited

9 Myjoy Tasty Food Private Limited

10 Myjoy Hospitality Private Limited

11 Myjoy Technologies Private Limited

12 Myjoy Pharmaceuticals Private Limited

13 Sasta Sundar Shop Private Limited

14 Joybuddy Fun Products Private Limited

The Statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Company''s subsidiaries forms part of the Annual Report.

The Ministry of Corporate Affairs, Government of India, has granted a general exemption to companies, by general circular no. 2/2011 dated 8th February, 2011 under section 212(8) of the Companies Act, 1956 from attaching individual accounts of subsidiaries with their annual accounts, subject to fulfillment of certain conditions. Accordingly the Board of Directors of the Company has by resolution given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies in the Annual Report of the Company for the financial year ended 31st March, 2014.

In terms of the Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the balance sheet, statement of profit and loss and other documents of the aforesaid subsidiaries are not attached to the Balance Sheet as on 31st March, 2014 of your Company.

The Annual Reports-2014 of the aforesaid subsidiaries will be made available to the shareholders of the Company upon receipt of written requests from them. The Annual Reports-2014 of the aforesaid subsidiary companies will also be kept for inspection by the shareholders of the Company at the Registered Office of your Company and of the subsidiaries concerned between 10.30 a.m. and 1.30 p.m. on any working day.

In compliance with the requirements of the aforesaid Circular, a Statement showing relevant details for the year ended 31st March, 2014 of the subsidiaries of the Company have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Ravi Kant Sharma, Director, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

As per provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV to the Companies Act, 2013, Mr. Parimal Kumar Chattaraj (DIN: 00893963), Mr. Deba Prasad Roy (DIN: 00049269) and Mr. Raj Narain Bhardwaj (DIN: 01571764), all existing Independent directors of the Company, have been appointed as Independent Directors of the Company and shall hold office from the date of this Annual General Meeting till 31st March, 2019. They shall not, henceforth, be liable to determination by retirement of directors by rotation.

Brief resume of the Directors seeking appointment, reappointment as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Directors of the Company are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956.

COMMITTEES OF DIRECTORS

The Board of Directors have aligned the existing Committees of the Board with the provisions of Companies Act, 2013 (Act). Accordingly, the Company has renamed its existing Remuneration & Compensation Committee as "Nomination and Remuneration Committee" and have delegated to it powers as required under section 178 of the Act. The existing Shareholder''s / Investor''s Grievance and Share Transfer Committee has been renamed as "Stakeholders Relationship and Shareholders Grievance Committee".

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken 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 detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Certificate from the Statutory Auditors M/s S. R. Batliboi & Co. LLP, Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is annexed to the report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

The Company has established a vigil mechanism as required under Section 177 of the Companies Act, 2013 and has framed the "Whistle Blower Policy" for implementation thereof.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Ravi Kant Sharma, MD & CEO and Mr. Giridhar Dhelia, CFO have certified inter-alia, about review of financial statements and establishing & maintaining internal control to the financial reporting for the year ended 31st March, 2014. The said certificate forms an integral part of annual report.

AUDITORS

The Statutory Auditors of the Company, S. R. Batliboi & Co. LLP, Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of S. R. Batliboi & Co. LLP, Chartered Accountants as statutory auditors for financial year 2014-15 on such remuneration as decided by the Board of Directors.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

With regard to the matter of emphasis in the Auditor''s Report the Note 33 of the standalone accounts and Note 40 of the consolidated accounts of the Company are self-explanatory and therefore does not call for any further comments.

FIXED DEPOSITS

During the year, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules there under and as such, no amount of principal or interest is outstanding as on the date of balance sheet.

STOCK EXCHANGE

The equity shares of your Company continue to be listed and traded on the BSE Limited and National Stock Exchange of India Limited.

The Annual Listing Fees for the year 2014-15 are paid to both the stock exchanges where the shares of the Company are listed.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure - "A" and forms part of this Report.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

HUMAN RESOURCE MANAGEMENT

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of Microsec Group. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "great people create great organization" has been at the core of the Company''s approach to its people.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

For and on behalf of the Board

Place: Kolkata B.L. Mittal

Date : 19th May, 2014 Chairman & Managing Director


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

A summary of Consolidated Financial Results of the Company and its subsidiaries for the year ended 31st March, 2013 is given below:

(Rs. in Lacs) Year ended Year ended particu|ars 31.03.2013 31.03.2012

Total Revenue 4,762.45 5,797.26

Profit before Interest, Depreciation & Tax 1,549.18 2,886.50

Less: Depreciation 170.25 603.25

Less interest 113.68 51.97

Profit before Taxation 1,265.25 2,231.28

Less: Provision for Taxation

- Current Tax 325.09 774.68

-Deferred Tax 62.10 (49.28)

- Excess Provision of Income Tax for earlier years, written back - (18.51)

Profit for the year before Minority Interest 878.06 1,524.39

Less: Minority interest 1.40

Less : Proportionate share of Loss in associate 5.06 120.63

Profit for the Year 819.60 1,403.76

Balance brought forward from previous year 8,209.85 7,420.30

Balance Available for appropriation 9,029.45 8,824.06

Less appropriations

Transfer to Reserve under section 45-IC of the RBI Act, 1934 196.06 232.00

Transfer to Debenture Redemption Reserve 0.22 12.50

Proposed Dividend 318.11

Dividend Tax thereon 51.60

Balance of Profit carried forward 8,833.17 8,209.85

A summary of the Standalone Financial Results for the year ended 31st March, 2013 is given below :

(Rs. in Lacs)

Year ended Year ended particu|ars 31.03.2013 31.03.2012

Total Revenue 1,789.86 2,289.45

Profit before Interest, Depreciation & Tax 1,335.60 2,023.57

Less: Depreciation 38.72 441.36

Less interest 5.19 0.32

Profit before Taxation 1,291.69 1,581.89

Less: Provision for Taxation

-CurrentTax 297.51 612.07

-Deferred Tax 17.95 (109.48)

- Excess Tax Provision relating to earlier years no (11.94)

longer required written back

Profit for the year 976.23 1,091.24

Balance brought forward from previous year 3,096.79 2,594.26

Balance Available for appropriation 4,073.02 3,685.50

Less: Appropriations

Transfer to Reserve under section 45-IC of the RBI Act, 1934 196.00 219.00

Proposed dividend 318.11

Dividend Tax thereon 51.60 Balance of Profit carried forward 3,877.02 3,096.79

REVIEW OF OPERATIONS

The slowdown in Indian economy has adversely impacted performance of many companies including yours. The recessionary signs were clearly visible across many sectors at the beginning of the year and accordingly your directors strategically tighten the grip on capital and liquidity and implemented various measures to ensure the same. These measures have also impacted the performance of the Company during the year. On consolidated basis, the total income of the Company for the financial year ended March 31, 2013 decreased by 17.85% to Rs. 4762.45 Lacs and the profit after tax was Rs. 819.60 Lacs, decrease of 41.61% over previous year.

DIVIDEND

Keeping in view the growth plans of the Company, your directors think it prudent to preserve the cash for growth plans and do not recommend any dividend for the financial year 2012-13.

SUBSIDIARY AND CONSOLIDATED RESULTS OF OPERATIONS

As at March 31, 2013 the Company''s subsidiaries and step-down subsidiaries are as follows :

SI. No. Name SI. No. Name

1. Microsec Capital Limited 8 Bharatiya Sanskrit Village Private Limited

2. Microsec Resources Private Limited 9. Myjoy Tasty Food Private Limited

3. Microsec Technologies Limited 10. Myjoy Hospitality Private Limited

4. Microsec Commerze Limited 11. Myjoy Technologies Private Limited

5. Microsec Insurance Brokers Limited 12 Myjoy Pharmaceuticals Private Limited

6. PRP Technologies Limited 13. Sasta Sundar Shop Private Limited

7. Microsec Health Buddy Limited

The Statement pursuant to Section 212 of the Companies Act, 1956, containing details of the Company''s subsidiaries forms part of the Annual Report.

In terms of the Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the balance sheet, statement of profit and loss and other documents of the aforesaid subsidiaries are not attached to the Balance Sheet as on March 31, 2013 of your Company. The Annual Report 2012-13 of the aforesaid subsidiaries will be made available to the shareholders of the Company upon receipt of written requests from them. The Annual Report 2012-13 of the aforesaid subsidiary companies will also be kept for inspection by the shareholders of the Company at the Registered Office of your Company and of the subsidiaries concerned between 10.30 a.m. and 1.30 p.m. on any working day.

In compliance with the requirements of the aforesaid Circular, a Statement showing relevant details for the year ended March 31, 2013 of the subsidiaries of the Company have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

RESTRUCTURING OF MICROSEC GROUP

Your Company has successfully implemented the restructuring proposal as approved by the shareholders. Your company has acquired 100% stake of Microsec Health Buddy Limited (formerly Myjoy Fun & Food Pvt. Ltd.) ("MHBL") and also integrated the business of foreseegame.com with Microsec Technologies Limited, a 100% ultimate subsidiary of the Company.

Please refer to Management Discussion and Analysis for details.

AWARDS AND RECOGNITION

Your Company has been awarded the "Plaque" by The Institute of Chartered Accountants of India at ''ICAI Awards for Excellence in Financial Reporting'' for the year 2011-12 under the Category Financial Services Sector (Other than Banking and Insurance).

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956, Mr. Raj Narain Bhardwaj, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.

Brief resume of the Director seeking appointment, reappointment as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Director are disqualified for appointment under Section 274(l)(g) of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken 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 detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

The Audit Committee presently comprises of: Mr. Parimal Kumar Chattaraj - Chairman Mr. Raj Narain Bhardwaj, Mr. Deba Prasad Roy and Mr. Ravi Kant Sharma

SHAREHOLDERS/INVESTORS'' GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Shareholders/Investors'' Grievance and Share Transfer Committee of the Board of Directors presently comprises of:

Mr. Raj Narain Bhardwaj-Chairman

Mr. Parimal Kumar Chattaraj and

Mr. Banwari Lai Mittal

REMUNERATION AND COMPENSATION COMMITTEE

The Remuneration and Compensation Committee of the Board of Directors presently comprises of: Mr. Parimal Kumar Chattaraj-Chairman Mr. Raj Narain Bhardwaj and Mr. Deba Prasad Roy.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Certificate from the Statutory Auditors M/s S. R. Batliboi & Co. LLP, Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is annexed to the report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Ravi Kant Sharma, MD & CEO and Mr. Giridhar Dhelia, CFO have certified inter-alia, about review of financial statements and establishing & maintaining internal control to the financial reporting for the year ended 31st March, 2013. The said certificate forms an integral part of annual report.

AUDITORS

The Members are informed that the name of the statutory auditors S. R. Batliboi & Co., Chartered Accountants (Regn. No. 301003E) has been changed to S. R. Batliboi & Co. LLP, Chartered Accountants (Regn. No. 301003E) with effect from April 1, 2013 consequent to their conversion into a Limited Liability Partnership.

The auditors, S. R. Batliboi & Co. LLP, Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of S. R. Batliboi & Co. LLP, Chartered Accountants as statutory auditors for fiscal 2014.

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed

limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

AUDITORS''REPORT

In relation to the matter dealt with by the Auditors under para "Basis for qualified opinion" in their Report dated May 24, 2013 we would like to submit that as required by RBI guidelines for Core Investment Company every CIC-ND-SI should have 90% investment within the group, and in terms of current prudential norms for NBFCs-ND-SI, they are permitted only 40% of both lending and investment within any group therefore accordingly, no NBFC as it stands, would be able to become a CIC without breaching the NOF, CRAR or Concentration Norms. The Company also holds more than 90% of its Net Assets in the form of investment in group Companies in order to become a Core Investment Company and accordingly in this matter the Company has already applied to the Reserve Bank of India (RBI) seeking exemption from complying with the capital adequacy/exposure norms as required.

DEPOSITS AND LOANS/ADVANCES

During 2012-13, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules thereunder and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure - "A" and forms part of this Report.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES FRAMED THEREUNDER

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

HUMAN RESOURCE MANAGEMENT

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of Microsec Group. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective, your Company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "great people create great organization" has been at the core of the Company''s approach to its people.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

For and on behalf of the Board

Place :Kolkata B. L Mlttal

Date : 24th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

A summary of Consolidated Financial results of the Company and its subsidiaries for the year ended 31st March, 2012 is given below: -

(Rs. in Lacs)

Particulars Year ended Year ended

31.03.2012 31.03.2011

Income 5782.63 7849.07

Profit before Interest, Depreciation & Tax 2886.50 4627.18

Less: Depreciation 603.25 255.86 Less: Interest 51.97 76.26

Profit before Taxation 2231.28 4295.06

Less : Provision for Taxation

-Current Tax 774.68 991.67

- Deferred Tax (49.28) 25.39

- Excess Provision of Income Tax for earlier years, written back (18.51) - Profit for the year 1524.39 3278.00 Balance brought for ward from previous year 7420.30 4902.51 Balance Available for Appropriation 8944.69 8180.51 Less: Appropriations

-Proportionate share of Loss of Associate Company 120.63 -

-Transfer to Reserve under Section 45-IC of the RBI Act, 1934 232.00 376.00

-Transfer to Debenture Redemption Reserve 12.50 12.50

-Transfer to Capital Redemption Reserve - 2.00

- Proposed Dividend 318.11 318.11

-Dividend Tax thereon 51.60 51.60

Balance of Profit carried forward 8209.85 7420.30

A summary of Standalone Financial results for the year ended 31st March, 2012 is given below :

(Rs. in Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Income 2289.45 2724.31

Profit before Interest, Depreciation & Tax 2023.25 2458.78

Less: Depreciation 441.36 95.10

Less: Interest - 12.12

Profit before Taxation 1581.89 2351.56

Less : Provision for Taxation

-Current Tax 612.07 553.15

-Deferred Tax (109.48) (0.07)

- Excess Tax Provision relating to earlier years no longer required written back (11.94) -

Profit for the year 1091.24 1798.48

Balance brought for ward from previous year 2594.26 1525.49

Balance Available for Appropriation 3685.50 3323.97 Less: Appropriations

Transfer to Reserve under section 45-IC of the RBI Act, 1934 219.00 360.00

Proposed dividend 318.11 318.11

Dividend Tax there on 51.60 51.60

Balance of Profit carried forward 3096.79 2594.26

REVIEW OF OPERATIONS

The Company's performance during the year was affected due to adverse capital market scenario which prevailed during most part of the year. On consolidated basis, the total income of the Company for the financial year ended March 31, 2012 decreased by 26.33% to Rs. 5782.63 Lacs and the profit after tax was Rs. 1524.39, down by 53.50% over previous year.

The detailed results of operations of the Company are given in the Management Discussion & Analysis forming part of this Report.

DIVIDEND

Keeping in view the overall performance during the year, your Directors are pleased to recommend a dividend of Re 1 per Equity Share on the face value of Rs. 10 each being 10%, which if approved at the ensuing Annual General Meeting, payable to those members whose names appear in the Register of Members as on the Book Closure Date. The Dividend will absorb a sum of Rs. 369.71 lacs including dividend distribution tax.

KEY INITIATIVES

Microsec Mutual Fund :

Your Company operates as an integrated financial service provider and covers retail, High Net worth Individuals (HNIs), Corporate & Institutions. The Asset Management business is an integral part of the business and the Company for see good growth opportunity in the business. Portfolio Management Services (PMS) and Mutual Fund Advisory related services are already being provided to the clients. The Directors think that starting Mutual Fund Company will strengthen the business model. As you are aware that the Company has taken the approval from the Board of Directors in its meeting held on 9th February, 2012 to enter into Mutual Fund business, we are pleased to share with you that the Company has filed an application to SEBI for registration as Mutual Fund.

SUBSIDIARY COMPANIES AND CONSOLIDATED RESULTS OF OPERATIONS

As at March 31, 2012, the Company's subsidiaries and step-down subsidiaries are as follows :

Sl. No. Name

1 Microsec Capital Limited

2 Microsec Resources Private Limited

3 Microsec Technologies Limited

4 Microsec Commerze Limited

5 Microsec Insurance Brokers Limited

6 PRP Technologies Limited

During the year under review, Microsec Capital Limited (MCap), the 'Material Non-listed Subsidiary' of the Company earned the revenues of Rs. 2130.12 Lacs and has incurred a loss of Rs. 25.20 Lacs.

In terms of the Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, a general exemption has been granted from the compliance of Section 212 of the Companies Act, 1956, requiring holding companies to attach with their balance sheet, a copy of the balance sheet, profit and loss account and other documents of each of its subsidiaries, provided that the Board of Directors of such companies have given consent, by way of a resolution, for not attaching the Accounts & Reports of the subsidiary companies concerned with the balance sheet of the Company and that the conditions prescribed in the said Circular are complied with. Your Board at their meeting held on May 23, 2012 have given their consent for not attaching, inter alia, the balance sheet, statement of profit and loss and other relevant reports and statements of its subsidiary companies to the balance sheet of your Company as on March 31, 2012 and have also agreed to comply with the conditions prescribed in the said Circular.

In view of the above Circular, the balance sheet, statement of profit and loss and other documents and statements of the aforesaid subsidiaries have not been attached to the Balance Sheet as on March 31, 2012 of your Company. The Annual Reports-2012 of the aforesaid subsidiaries will be made available to the shareholders of the Company and its subsidiaries upon receipt of written requests from them. The Annual Reports-2012 of the aforesaid subsidiary companies will also be kept for inspection by the shareholders of the Company at the Registered Office of the Company between 10.30 a.m. and 1.30 p.m. on any working day.

In compliance with the requirements of the aforesaid Circular and Accounting Standard AS- 21 read with AS-23, a Statement showing relevant details for the year ended March 31, 2012 of the wholly owned subsidiaries of the Company have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report.

DIRECTORS

Prof. (Dr.) Gourav Vallabh, resigned as an Independent Director from the Board of the Company on September 21, 2011.

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Parimal Kumar Chattaraj, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.

Brief resume of the Director seeking appointment, reappointment, nature of his expertise in specific functional areas and names of companies in which he hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made 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 of the Company for the year ended on that date;

(iii) proper and sufficient care has been taken 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 detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

The Audit Committee presently comprises of:

Mr. Parimal Kumar Chattaraj - Chairman

Mr. Raj Narain Bhardwaj,

Mr. Deba Prasad Roy and

Mr. Ravi Kant Sharma

SHAREHOLDERS/INVESTORS' GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Shareholders/Investors' Grievance and Share Transfer Committee of the Board of Directors presently comprises of:

Mr. Raj Narain Bhardwaj _ Chairman

Mr. Banwari Lal Mittal and

Mr. Parimal KumarChattaraj

REMUNERATION/COMPENSATION COMMITTEE

The Remuneration/Compensation Committee of the Board of Directors presently comprises of:

Mr. Parimal Kumar Chattaraj - Chairman

Mr. Raj Narain Bhardwaj and

Mr. Deba Prasad Roy.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Certificate from the Statutory Auditors M/s S. R. Batliboi & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is annexed to the report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Ravi Kant Sharma, MD & CEO and Mr. Giridhar Dhelia, CFO have certified inter-alia, about review of financial statements and

establishing & maintaining internal control to the financial reporting for the year ended 31st March, 2012. The said certificate forms an integral part of annual report.

AUDITORS AND AUDITORS' REPORT

M/s S. R. Batliboi & Co. (Regn. No. 301003E), Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. DEPOSITS AND LOANS/ADVANCES

During 2011-12, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules there under and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is appended as Annexure "A" and forms part of this Report.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES FRAMED THEREUNDER

As required under Section 217(2A) of the Companies Act, 1956 and Rules there under, no such employee of the Company's were in receipt of remuneration of more than Rs. 60,00,000 during the year ended 31st March, 2012 or of more than Rs. 5,00,000 per month during any part thereof.

HUMAN RESOURCE MANAGEMENT

Your Company places strong emphasis on its Human Resources and truly believes that they are its assets and a key competitive advantage. Efforts have been put in by your Company to ensure that best talent is recruited, continuously developed and retained. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective, your Company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employee relations Endeavour's.

ACKNOWLEDGMENT

Your Board place on record their sincere appreciation for the cooperation and support received from investors, shareholders, customers, business associates, bankers, vendors as well as regulatory and government authorities.

Your Board is very grateful to the independent Directors who despite their busy schedules have given their contributions and shared their valuable experience and knowledge with the management to take the Company forward. Your Board would also like to thank all the employees and staff of the Company and wish the management all the best for achieving even greater heights in the future.

Your directors are also deeply grateful to our shareholders for the confidence and faith placed in us.

For and on behalf of the Board

Place : Kolkata B. L. Mittal

Date : 23rd May, 2012 Chairman & Managing Director


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the 22nd Annual Report and the audited accounts of the Company for the financial year

FINANCIAL HIGHLIGHTS

A summary of Consolidated Financial results of the Company and its subsidiaries for the year ended 31st March, 2011 is given

(Rs. in Lacs)

Particulars Year ended 31.03.2011 Year ended 31.03.2010

Income 7,849.07 5,849.20

Profit before Interest, Depreciation & Tax 4,623.54 3,490.59

Less depreciation 255.86 312.19

Less: Interest 72.62 126.68

Profit before Taxation 4,295.06 3,051.72

Less Provision for Taxation 1017.06 616.87

Profit for the year 3,278.00 2,434.85

Balance brought forward from previous year 4,902.51 2,618.28

Add: Adjustment towards consolidation - 195.39

Balance Available for Appropriation 8,180.51 5,248.52

Appropriations

- Transfer to Reserve under Section 45-IC of the RBI Act, 1934 376.00 233.50

- Transfer to Debenture Redemption Reserve 12.50 12.50

- Transfer to Capital Redemption Reserve 2.00 100.00

- Proposed Dividend 318.10 -

-Dividend Tax thereon 51.61 -

Balance of Profit carried forward 7,420.30 4,902.52

A summary of Standalone Financial results for the year ended 31st March, 2011 is given below :

(Rs. in Lacs)

Particulars Year ended 31.03.2011 Year ended 31.03.2010

Income 2,724.31 1,809.75

Profit before Interest, Depreciation & Tax 2,465.78 1,547.12

Less depreciation 95.10 100.92

Less: Interest 19.12 72.28

Profit before Taxation 2,351.56 1,373.92

Less: Provision for Taxation 553.08 264.83

Profit for the year 1798.48 1109.09

Balance brought forward from previous year 1525.49 738.40

Balance Available for Appropriation 3323.97 1847.49

Appropriations

- Transfer to Reserve under Section 45-IC of the RBI Act, 1934 360.00 222.00

- Transfer to Capital Redemption Reserve - 100.00

- Proposed Dividend 318.10 -

- Dividend Tax thereon 51.61 -

Balance of Profit carried forward 2,594.26 1,525.49

REVIEW OF OPERATIONS

The Company's performance during the year registered reasonable growth over the previous year. On consolidated basis, the total income of the Company for the financial year ended 31st March, 2011 increased by 34.19% to Rs. 7849.07 Lacs and the profit after tax was Rs. 3278.00 Lacs, an increase of 34.63% over previous year. The business environment for the financial services industry in which the company operates, was steady for major part of financial year 2010-2011, except for last 4-5 months.

The detailed results of operations of the Company are given in the Management Discussion & Analysis forming part of this Report.

DIVIDEND

Keeping in view the overall performance during the year, your Directors are pleased to recommend a dividend of Rs. 1 per Equity Share on the face value of Rs. 10 each being 10% dividend, which if approved at the ensuing Annual General Meeting, payable to those members whose names appear in the Register of Members as on the Book Closure Date. The Dividend will absorb a sum of Rs. 369.71 Lacs including dividend distribution tax.

SUBSIDIARY COMPANIES AND CONSOLIDATED RESULTS OF OPERATIONS

As at 31st March, 2011, the Company's subsidiaries and step-down subsidiaries are as follows :

SI. No. Name

1 Microsec Capital Limited

2 Microsec Resources Private Limited

3 Microsec Technologies Limited

4 Microsec Commerze Limited

5 Microsec Insurance Brokers Limited

6 PRP Technologies Limited

During the year under review, Microsec Capital Limited (MCap), the 'Material Non-listed Subsidiary' of the Company earned the revenues of Rs. 2700.97 Lacs and Profit after Tax of Rs. 227.84 Lacs.

The Ministry of Corporate Affairs vide General Circular No: 2/2011 dated 8th February, 2011 has granted general exemption to all companies having subsidiaries from complying with the provision of Section 212 of the Companies Act. The Statement pursuant to Section 212(l)(e) of the Companies Act, 1956, relating to subsidiary companies forms part of the financial statements.

The Consolidated Financial Statements of your Company and its subsidiaries prepared in accordance with 'Accounting Standard - 21' prescribed by The Institute of Chartered Accountants of India, form part of the Annual Report and the Accounts

The copies of the Balance Sheet, Profit & Loss Account and Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of 31st March, 2011 have not been attached with the annual report of the Company, the same can be sought by any member of the company on making a written request to company secretary. These documents will also be available for inspection at the Registered Office of the Company and the concerned subsidiary companies, during 2 p.m. to 5 p.m. on all working days.

INITIAL PUBLIC OFFER (IPO)

To augment the capital base for future growth plans, your Company made an Initial Public Offer (IPO) of 1,25,00,000 Equity Shares of Rs. 10 each ("the Shares") in the price band of Rs. 113 - Rs. 118 per share. The issue constituted 39.30% of the paid-up share capital of the Company.

Your Directors would like to state, with great pleasure, that the issue received an overwhelming response and was subscribed 12.35 times as per the bid-data after removing multiple and duplicate bids. After considering the cheque returns and technical rejections cases the Issue was subscribed 11.89 times. The issue price was fixed at Rs. 118 per Equity Share, being the upper end of the price band.

The Shares were allotted on 1st October, 2010 and got listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited on 5th October, 2010.

Consequent upon the Initial Public Offer, the paid-up share capital of the Company stands at Rs. 31,81,05,000 divided into 3,18,10,500 equity shares ofRs. 10 each.

STRATEGIC INVESTMENTS

The Food Processing Industry is a fast growing segment and hence your Company proposes to make strategic investment in MYJOY FUN AND FOOD PRIVATE LIMITED (MJFL), a food processing Company.

MJFL has been established with the objective of integrating the processes from farming, processing, packaging, warehousing, distribution and selling to consumer. The mam objectives of the Company is to provide, ethically sourced, best quality product, at the best prices.

Your Directors visualize tremendous potential in the integrated food processing business and expect the investment to yield good returns m the long run.

We also plan to make strategic investments in other growth oriented business including education.

DIRECTORS

In accordance with the provisions of Sections 255 and 256 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Ravi Kant Sharma and Mr. Deba Prasad Roy, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment

Mr. Ravi Kant Sharma is appointed as the Managing Director and CEO of the Company by the Board of Directors, for a period of 3 years, with effect from 5th August, 2011, without any remuneration, subject to the approval of the members in the ensuing Annual General Meeting of the Company. Mr. Sharma is also the Managing Director in Microsec Capital Ltd. a material unlisted subsidiary of the Company.

During the year under review, Prof. (Dr.) Gourav Vallabh, joined the Board as an Additional Director on 9th November, 2010 and has been designated as Chairman of the Audit Committee and will hold office till the ensuing Annual General Meeting. Pursuant to Section 260 of the Companies Act, 1956, Prof. (Dr.) Gourav Vallabh holds office as an Additional Director upto the date of the ensuing Annual General Meeting but is eligible to be appointed as a Director. Approval of Members is being sought at the ensuing Annual General Meeting.

Brief resume of the Directors seeking appointment, reappointment, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(l)(g) of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the Profit of the Company for the year ended on that date;

(m) proper and sufficient care has been taken 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 detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

The Audit Committee presently comprises of :

- Prof. (Dr.) Gourav Vallabh - Chairman

- Mr. Panmal Kumar Chattaraj

- Mr.RajNaramBhardwaj

- Mr. Deba Prasad Roy and

- Mr. Ravi Kant Sharma.

SHAREHOLDERS/INVESTORS' GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Shareholders/Investors' Grievance and Share Transfer Committee of the Board of Directors presently compnses of :

- Mr. RajNarainBhardwaj-Chairman

- Mr. Panmal Kumar Chattaraj and

- Mr.BanwanLalMttal.

REMUNERATION AND NOMINATION COMMITTEE

The Remuneration and Nomination Committee of the Board of Directors presently compnses of :

- Mr. Panmal Kumar Chattaraj -Chairman

- Mr.RajNaramBhardwajand

- Mr. Deba Prasad Roy.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Certificate of the Statutory Auditors of your Company regarding compliance of the condition of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed to the report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CEO AND CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Banwan Lai Mittal, CMD and Mr. Gindhar Dhelia, CFO have certified mter-alia, about review of financial statements and establishing & maintaining internal control to the financial reporting for the year ended 31st March, 2011. The said certificate forms an integral part of annual report.

AUDITORS AND AUDITORS' REPORT

M/s S. R Batliboi & Co. (Regn No. 301003E), Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

DEPOSITS

During 2010-11, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules there under and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements of disclosure with regard to Conservation of Energy in terms of Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company.

The Company's activities do not require any technology to be absorbed as mentioned in the aforesaid Rules. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

There was no inflow of foreign exchange during the year under review. Details of the foreign exchange outflow are given in the notes to Accounts.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES FRAMED THEREUNDER

As required under Section 217(2A) of the Companies Act, 1956 and Rules There under, no such employee of the Company's were in receipt of remuneration of more than Rs. 60,00,000 during the year ended 31st March, 2011 or of more than Rs. 5,00,000 per month during any part thereof.

HUMAN RESOURCE MANAGEMENT

Your Company recognises the importance of human resources in creation of great organization and the same has been given proper care. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of Microsec Group. The Company is constancy working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective, your Company spends large efforts on training. Your Company is committed to providing career growth opportunities as a measure of retention strategy. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "great people create great organization" has been at the core of the Company's approach to its people.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the government, regulators, stock exchanges, other statutory bodies and Company's bankers for the assistance, co-operation and encouragement extended to the Company.

Your Directors express their deep sense of appreciation for all the employees whose commitment, co-operation, active participation, dedication and professionalism has made the organisation's growth possible.

Your Directors also deeply grateful to our shareholders for the confidence and faith placed in us.

For and on behalf of the Board

Place :Kolkata B. L. Mittal

Date : 27th May, 2011 Chairman & Managing Director

Find IFSC