th 14 ANNUAL REPORT 2013 - 2014 M E F L MSE FINANCIAL SERVICES LIMITED No.30 (Old No.11), Second Line Beach, Chennai - 600 001. MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 MSE FINANCIAL SERVICES LTD. (Subsidiary of Madras Stock Exchange Ltd.) Corporate Information Board of Directors Registered Office No.30, (Old No.11), Second Line Beach, Chennai - 600 001. Sarvashri S. PRASAD Registrar and Share Transfer Agent Cameo Corporate Services Limited "Subramanian Building" No.1, Club House Road, Chennai - 600 002. Public Representative Director V. SANJEEVI Public Representative Director Bankers ICICI Bank Limited HDFC Bank Limited State Bank of India V. NAGAPPAN Member Director S. VENKATESWARAN Auditor G. Balu Associates, Chartered Accountants Mylapore, Chennai - 600 004. Member Director K. N. RAMANATH Internal Auditor A V Deven & Co., Chartered Accountants Ashok Nagar, Chennai - 600 083. Nominee Director R. RAVICHANDRAN Chief Executive Officer & Whole-time Director Corporate Identity Number (CIN) U67110TN2005PLC056075 Contents 14th AGM Page No. Date th : 19 September 2014 Time : 5.30 P.M. 7 Venue : “PEARL”, THE PRESIDENCY CLUB Balance Sheet 10 Venue : No.51, Ethiraj Salai,(Opp. Hotel Kanchi), Profit & Loss Account 11 Venue : Egmore, Chennai - 600 008. Schedules 12 Corporate Information 2 Notice 3 Directors' Report 4 Auditors' Report Book Closure Date : 15.09.2014 to 19.09.2014 2 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 NOTICE is hereby given that the FOURTEENTH Annual General Meeting of the Members of th MSE FINANCIAL SERVICES LIMITED will be held on Friday, the 19 September 2014 at 5.30 pm at “PEARL”, THE PRESIDENCY CLUB, No.51, Ethiraj Salai, (Opp. Hotel Kanchi), Egmore, Chennai - 600 008 to transact the following business : ORDINARY BUSINESS 1.iiiiTo consider and if deemed fit, to pass, with or without modification(s), the following as an ORDINARY RESOLUTION. 1.iiiiRESOLVED that the Directors' report, the statement of Profit and Loss for the year ended 31st March,2014 and the Balance sheet as at that date together with the independent auditor’s report thereon be and are hereby considered, approved and adopted. 2.iiiiTo consider and if deemed fit, to pass, with or without modification(s), the following as an ORDINARY RESOLUTION RESOLVED THAT the dividend of ` 0.50 (5%) dividend per equity share for the year as recommended by the Board of Directors be and is hereby declared on the equity shares of `10/- each of the company for the year ended 31st March 2014 and paid to those shareholders, in case of shares held in physical form, whose name appear in the register of members as on 15th September, 2014 and in case of share held in dematerialized form, as per the details furnished by the depositories for this purpose. 3.iiiiTo appoint a Director in the place of Shri. V. Nagappan (holding DIN 01271378), who retires by rotation and is not seeking re-election as per SEBI guidelines/Articles of Association of the Company. 4.iiiiTo consider and if deemed fit , to pass, with or without modification(s), the following as an ORDINARY RESOLUTION. RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s.G.Balu Associates, Chartered Accountants, Chennai bearing registration no. 000376S the retiring Auditors, be and are hereby re-appointed as Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and the Statutory audit fee, payable to them , be fixed at ` 35,000/- in addition to Tax audit fee of ` 5,000/-, certification fee, other out-of pocket expenses and applicable taxes incurred by them in connection with the audit. BY ORDER OF THE BOARD Place : Chennai Date : 22-08-2014 R. RAVICHANDRAN CHIEF EXECUTIVE OFFICER NOTES: 1.iiiiiA Shareholder entitled to attend and vote at the meeting is entitled to appoint another person as proxy to attend and vote instead of himself. The proxy need not be a member of the Company. The instrument of proxies, in order to be effective, must be lodged at the Registered Office of the Company not later than 48 hours before the time of holding the meeting. 3.iiiiiRevenue Stamp should be affixed on the proxy form. Forms which are not stamped are liable to be considered invalid. Further, for identification purpose, it is advisable that the proxy holder's signature may also be furnished in the proxy form. 2.iiiiiAs per Section 133 of the Companies Act, 2013, in the case of corporate members, such members shall exercise their vote, in the AGM, through a named authorized representative, in accordance with the provisions of the Section 133 of the Companies Act, 2013, by forwarding to the company before the Annual General Meeting, a certified copy of the Board resolution of the corporate body, authorizing the person named therein to attend the meeting and to vote there at as its representative. 3.iiiiiAccordingly, if it is proposed to appoint any person to attend the Annual General Meeting on behalf of corporate members, kindly note to submit to the Company (MSE Financial Services Ltd) an authorization by a resolution of your Board, in your Company's letter-head. 3.iiiiiThe Register of Books of Members of the Company will remain closed from 15-09-2014 to 19-09-2014 (both days inclusive). 4.iiiiiA copy of the Memorandum & Articles of Association of the company is available for inspection at the Registered Office of the Company, at any time during working hours. 5.iiiiiMembers holding shares in physical form are requested to notify the Company immediately of any change in address to the Company or to the Share Transfer Agents, viz. M/s.Cameo Corporate Services Ltd. Members holding shares in dematerialized form may inform the change in address to their Depository Participant. 6.iiiiiMembers are advised to bring the Annual Report. No additional copies of the Annual Report will be provided at the venue of the meeting. 3 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 DIRECTORS' REPORT Your Directors have pleasure in presenting the FOURTEENTH Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014. FINANCIAL HIGHLIGHTS 2013-14 (`) 2012-13 (`) 1,06,12,997 1,24,94,357 Less: Brokerage paid to sub-brokers 85,01,409 98,63,915 Income from operations 21,11,588 26,39,265 Other Income 68,32,986 74,85,993 49,097 - 89,93,671 1,01,25,258 Total Expenditure 63,88,546 65,15,701 Profit before taxes 26,05,125 36,09,557 7,57,344 9,62,212 25,694 (1,03,000) Profit after tax 18,22,087 27,50,345 Balance brought forward from previous year 30,31,110 35,05,011 Amount available for appropriation 48,53,197 62,55,356 Transfer to Investor Protection Fund 1,052 24,247 25,00,000 25,00,000 4,24,900 4,24,900 - 2,75,100 19,27,245 30,31,110 DESCRIPTION Total Income : Brokerage received : Income from Depository Participants operations Total Less: Provision for tax Less: Provision for Deferred tax Proposed Dividend Tax on Dividend Transfer to General Reserve Balance carried to Balance Sheet for the year Your Company has achieved a trading volume of ` 467.60 crores during the year, compared to ` 598.64 crores registering a decrease of 21.89% over previous year. During the year under report, your company has achieved a gross income of ` 89,93,671/-, which has decreased by 11.18% compared to previous year ` 1,01,25,258/- due to adverse condition prevailing in the market. DIVIDEND Considering the profit after tax, your Directors recommend ` 0.50 (5%) dividend per equity share for the year. The dividend, if approved by the shareholders, will be paid to all the equity shareholders whose names appear in the Register th of Members as on 15 September 2014. GENERAL PERFORMANCE During the year, your company has commenced the CDSL DP operations on 17th October 2013 and opened - 867- demat accounts as on 22nd August 2014. During the year under review, MSEFSL got registered with IRDA, to act as an Approved Person (AP) for Central Insurance Repository Ltd (CIRL) under Licence No. IRDA/IR2/2014/221, dt. 29/01/2014. The e-Insurance services includes opening and maintaining of electronic Insurance Account (eIA), dematerializing of existing policies held in physical form, other policy services etc. Your Company has recently commenced offering services in this segment also. 4 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Further your Company has been accepting PAN applications from the Clients/Investors and so far -2009- applications have been processed as on 31.03.2014. With the above activities, your Company will provide other business opportunities/sevices for the sub-brokers and investors. Further the Board constituted Business Development Committee and it has met on 05th March 2014. The members of the Committee are 1.Shri. V. Sanjeevi, 2.Shri. V. Nagappan, 3.Shri. S. Venkateswaran and 4.Shri. K. N. Ramanath, Director. Your Company has conducted a Brain Storming Session with the sub-brokers on 08th March 2014 and had detailed discussion about the business prospects of the company, various suggestions emanated from the sub-brokers which have been taken note for consideration. BOARD MEETINGS The Board of Directors have met -5- times during the year ended March 31, 2014 i.e. on 29th May 2013, 21st August 2013, 27th September 2013, 27th November 2013 and 07th February 2014. The maximum gap between the two Board meetings was not more than four months. AUDIT COMMITTEE MEETINGS During the year, the Audit Committee was re-constituted on 21st August 2013 and 27th November 2013 and the members of the committee are 1. Shri. V. Nagappan - Chairman, 2. Shri. S. Prasad 3. Shri. K. N. Ramanath and Shri. R. Ravichandran, CEO & Whole-time Director be the Ex-officio member of the Committee in addition to Statutory Auditor and Internal Auditor. The Audit Committee of the Company met -4- times during the year ended March 31,2014 on 29th May 2013, 21st August 2013, 27th November 2013 and 07th February 2014 , approved and adopted the Quarterly, Half-yearly accounts of the Company and the Annual accounts of the Company for the year ended 31st March 2013 . The committee also considered the Internal audit and System audit reports of the Company. HR COMMITTEE (Previously Remuneration Committee) The HR Commitee of the Company met -2- times during the year ended March 31,2014 on 19th August 2013 and 06th February 2014 to consider the performance review of the Chief Executive Officer of the Company. The members of the Committee are 1.Shri. V. Sanjeevi - Chairman, 2.Shri. S. Venkateswaran, Director and 3.Shri. K. N. Ramanath, Director. APPOINTMENT OF COMPANY SECRETARY Steps are being taken to appoint a Company Secretary. However we could not find suitable candidate for the post. DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors’ confirm that: i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii) that the such accounting policies selected and applied are consistent and the judgements and estimates made 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 income and expenditure of the company for that period. iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. iv) that the annual accounts have been prepared on a going concern basis. 5 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 DIRECTORS During the year under report, Shri S. Venkateswaran, Trading Member Director was elected to the Board of the Company, as per Articles of Association of the company. During the year under report, Shri V. Nagappan, Trading Member Director retiring by rotation at this meeting is not seeking re-election, as per Article 24(c) of the company. Your Directors wish to place on record the invaluable contribution rendered by Shri. V. Nagappan during his tenure, for the growth of the company. AUDITORS M/s.G.Balu Associates, Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received necessary letter of eligibility from them. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO With regard to conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company. PARTICULAR OF EMPLOYEES There were no employees covered by the provisions of Companies Act, read with the Companies (Particulars of Employees) Rules, 1975. ACKNOWLEDGEMENT Your Directors thank the Madras Stock Exchange Ltd. (Holding Company), Share holders, Sub-brokers, Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd., MCX Stock Exchange Ltd., Indian Clearing Corporation Ltd., National Securities Depository Ltd., Central Depository Services Ltd., Cameo Corporate Services Ltd., Bankers to the Company and vendors who have supplied hardware and software to the company, for their support during the year. The Directors also thank the employees of the company for their contribution during the year under review. For and on behalf of the Board of Directors of MSE FINANCIAL SERVICES LTD Place : Chennai Date : 22-08-2014 S. PRASAD iChairman 6 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 M/s. G. BALU ASSOCIATES 4A, Venkatesa Agraharam Street, Mylapore, Chennai - 600 004. Chartered Accountants INDEPENDENT AUDITORS' REPORT To The Members of M/s. MSE FINANCIAL SERVICES LIMITED Report on the Financial Statements We have audited the accompanying financial statements of M/s MSE FINANCIAL SERVICES LIMITED (“the Company”), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014. (b) in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date; 7 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that : a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account. d. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. e. The company has not got a secretary appointed under section 383A of the Companies Act 1956. For G. BALU ASSOCIATES Chartered Accountants FRN : 000376S R. RAVISHANKAR Partner Membership No.026819 PLACE : CHENNAI DATE : 22-08-2014 8 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Annexure to the Independent Auditors' Report The Annexure referred to in our report to the members of M/s. MSE FINANCIAL SERVICES LIMITED ('the Company') for the year ended 31st March 2014. We report that: i) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. All the fixed assets have been physically verified by the management and no material discrepancies were noticed on such verification. The Company has not disposed off substantial portion of fixed assets during the year. ii) The Company does not have any inventory and hence the provisions of clause (ii) are not applicable to the Company, for the year. iii) The Company, during the year, has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties, covered in the register maintained under Section 301 of the Companies, Act, 1956. iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system. v) In our opinion and according to information and explanations given to us, the company did not have any contracts or arrangements during the year, that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956. vi) The Company has not accepted any deposits from the public. vii) In our opinion, the company has an adequate Internal Audit System commensurate with the size and nature of its business. viii) The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company. ix) In respect of Statutory dues: (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities, the undisputed statutory dues. There were no undisputed amounts payable in respect of Income tax, Wealth Tax, Customs Duty and Excise Duty, Investor Education and Protection Fund, Cess and other material statutory dues outstanding as at 31st March 2014 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there are no disputed statutory amounts that are unpaid as at 31st March 2014, except for the following Income Tax Act - A.Y. 2009 -10 ` 4,81,643/- : Commissioner of Income Tax (Appeals) Central Excise - A.Y. 2007-08 to A.Y. 2010-11 ` 21,72,739/- : Commissioner of Central Excise (Appeals) x) The Company does not have any accumulated losses as at the end of the Financial year and has not incurred losses in the current financial year and in the immediately preceding financial year. xi) The Company does not have any dues to any financial institution or towards debenture holder and have not defaulted in repayment of its dues to its bankers during the year. xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities. xiii) The company is not a Chit fund, Nidhi or mutual benefit fund or Society. xiv) The company is a broker in Stock Exchanges but no proprietary trading is done by them in shares, securities, debentures or other investments, as per SEBI regulations. xv) The company has not given any guarantees for loan taken by others from bank or financial institutions. xvi) The company has not applied any term loans from banks, hence question of application of the term does not arise. xvii) According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis, have been used for long term investments. xviii) According to the information and explanations given to us no preferential allotment of shares has been made by the company to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. xix) The company has not issued any debentures during the year. xx) The company has not raised money by public issue during the year and question of disclosure of end use if money does not arise. xxi) According to the information and explanations given to us, a fraud on or by the company has not been noticed or reported during the year. For G. BALU ASSOCIATES Chartered Accountants FRN : 000376S R. RAVISHANKAR Partner Membership No.026819 PLACE : CHENNAI DATE : 22-08-2014 9 MSE FINANCIAL SERVICES LIMITED st Balance Sheet as at 31 March, 2014 All Amounts in ` Particulars I. EQUITY AND LIABILITIES 1 Shareholder's Funds (a) Share Capital (b) Reserves and Surplus Figures as at the end of 31st March 2014 Figures as at the end of 31st March 2013 5,00,00,000 50,07,626 5,00,00,000 61,10,439 - - 3,22,767 56,50,000 3,22,212 2,97,073 75,46,885 2,96,309 43,03,717 8,76,834 29,24,900 6,94,08,056 51,81,907 17,92,965 29,24,900 7,41,50,478 13 14 15 5,00,705 24,15,439 10,000 8,75,516 2,41,00,000 1,47,071 26,59,710 10,000 5,11,180 2,41,00,000 16 17 18 19 47,86,647 3,11,23,778 23,65,373 32,30,598 1,01,39,137 3,29,10,080 26,01,781 10,71,519 6,94,08,056 7,41,50,478 29,64,764 29,64,764 Note 3 4 2 Share Application Money Pending Allotment 3 Non-Current Liabilities (a) Long-Term Borrowings (b) Deferred Tax Liabilities (Net) (c) Other Long Term Liabilities (d) Long Term Provisions 5 6 7 Current Liabilities (a) Short-Term Borrowings (b) Trade Payables (c) Other Current Liabilities (d) Short-Term Provisions 8 9 10 4 Total II. 1 2 ASSETS Non-Current Assets (a) Fixed Assets (a) Tangible Assets (a) Intangible Assets (a) Capital Work-In-Progress (a) Intangible Assets under development (b) Non-Current Investments (c) Long-Term Loans & Advances (d) Other Non-Current Assets 11 12 Current Assets (a) Current Investments (b) Inventories (c) Trade Receivables (d) Cash & Bank Balances (e) Short-Term Loans & Advances (f) Other Current Assets Total Contingent Liabilities 20 The notes referred to above form an integral part of the financial statement For and on behalf of Board of Directors As per our report attached of even date For G. Balu Associates Chartered Accountants S. Prasad Director DIN 00063667 V. Sanjeevi Director DIN R.Ravishankar Partner Membership No. 026819 Firm No. 000376S V. Nagappan Director DIN 01271378 Place: Chennai Date: 22-08-2014 K. N. Ramanath Director DIN 00574780 10 S. Venkateswaran Director DIN 01847693 R. Ravichandran CEO & Whole-time Director DIN 00471831 MSE FINANCIAL SERVICES LIMITED st Profit and Loss Statement For The Year Ended 31 March, 2014 All Amounts in ` Note Note Particulars Figures as at the end of 31st March 2014 Figures as at the end of 31st March 2013 I Revenue From Operations 21 21,60,685 26,30,442 II Other Income 22 68,32,986 74,94,816 III Total Revenue (I +II) 89,93,671 1,01,25,258 IV Expenses: 32,70,771 32,28,963 - - 23 Employees Cost & Benefits Financial Costs Depreciation and Amortization Expense 24 6,51,850 7,87,053 Other Expenses 25 24,65,925 24,99,685 V Total Expenses 63,88,546 65,15,701 VI Profit Before Exceptional Item (III- V) 26,05,125 36,09,557 VII Exceptional Items - - VIII Profit Before Tax (VI - VII) 26,05,125 36,09,557 7,17,145 10,09,800 (2) Excess / Short IT Provision of earlier year 40,199 (47,588) (3) Deferred tax 25,694 (1,03,000) 18,22,087 27,50,345 0.36 0.55 IX Tax Expense: (1) Current tax X Profit (Loss) for the period (VIII - IX) XI Earnings per Equity Share: 30 Basic / Diluted The notes referred to above form an integral part of the financial statement For and on behalf of Board of Directors As per our report attached of even date For G. Balu Associates Chartered Accountants S. Prasad Director DIN 00063667 V. Sanjeevi Director DIN R.Ravishankar Partner Membership No. 026819 Firm No. 000376S V. Nagappan Director DIN 01271378 Place: Chennai Date: 22-08-2014 K. N. Ramanath Director DIN 00574780 11 S. Venkateswaran Director DIN 01847693 R. Ravichandran CEO & Whole-time Director DIN 00471831 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 Note 1: Corporate Information: The company has been promoted, with the main object to facilitate Members of Madras Stock Exchange Limited to deal in Shares and securities in national level exchanges. The company was incorporated on 6th March 2000, as a Company limited by guarantee and in its Extra-ordinary General Meeting held on 4th April 2005, got converted into a Company limited by shares and got itself re-registered vide ROC's certificate dated 25th April 2005. The Company initially was a Wholly owned subsidiary of Madras Stock Exchange Ltd. During December 2007, MADRAS STOCK EXCHANGE LTD (MSE) divested 24,00,000 Shares in favour of 127 Members of the MSE. The Divestment process was completed on 7th May 2008. Consequently MSE holds 26,00,000 shares being 52% of the share capital of the Company and hence continuous to be a Holding Company as on date. The Company appointed Chief Executive Officer during October 2003 whose appointment, terms & conditions are as required by the Securities & Exchange Board of India vide Circular No.SMD/Policy/Cir-4/2003 dated 11th February 2003. Note 2: Significant Accounting Policies: (a) Basis of preparation of financial statements: The financial statements of the company have been prepared on a historical cost basis and in compliance with the mandatory accounting standards issued by the Institute of Chartered Accountant of India, as referred to in Section 211(3C) of the Companies Act, 1956. All items of income and expenditure having a material bearing on the financial statements have been recognized on the accrual basis. (b) Use of Estimates: The Company is a Small and Medium Sized Company (SMC) as defined in the General Instructions in respect of Accounting Standards notified under the Companies Act 1956. Accordingly, the Company has complied with the Accounting Standards as applicable to a Small and Medium Sized Company. (c ) Revenue Recognition: (i) Brokerage received is recognized on accrual basis on the trade cycle date of the transaction. (ii) Interest on Deposits is recognized using the time-proportion method based on the rates implicit in the transaction. (d) Fixed Assets: Fixed Assets are stated at cost less accumulated depreciation. Cost includes all direct expenses (if any) incurred to bring an asset to working condition for its intended use. Cost also includes financing costs (if any) relating to specific borrowing attributable to the acquisition or construction of fixed assets. Intangible assets are amortized over its useful life. 12 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 (e) Depreciation: Fixed assets are depreciated on a straight-line method at the rates and in the manner prescribed by Schedule XIV to the Companies Act, 1956. Membership Card BSE and MCX-SX are amortized over a period of fifteen years; from the date the cards are available for use. (f) Sundry Debtors and Creditors: Amount receivable from and payable to Clients are recognized on trade cycle date basis and disclosed as sundry debtors and creditors. (g) Retirement Benefits: The Company makes provision for the defined benefit plans i.e Gratuity and Leave Encashment based on actuarial valuation. The Company makes payment towards Provident fund, a defined contribution plan, recognized in the Profit and Loss A/c. (h) Current and Deferred Tax: Current tax is determined in accordance with the provisions of Income Tax Act 1961. Deferred tax is recognized for all timing differences. Deferred tax assets are recognized when considered prudent. All Amounts In ` Figures as at Figures as at the end of the end of 31st March 2014 31st March 2013 Particulars Note 3 Share Capital Authorised Capital 60,00,000 [ 31st March 2013: 60,00,000 shares] Equity Shares of ` 10 each 6,00,00,000 6,00,00,000 Issued, Subscribed and Paid Up Capital 50,00,000 [31st March 2013: 50,00,000 shares] Equity Shares of ` 10 each fully paid 5,00,00,000 5,00,00,000 Total 5,00,00,000 5,00,00,000 (a) Reconciliation of Number of Shares: Equity Shares: st Particulars As at 31 March 2014 No. of Shares Amount st As at 31 March 2013 No. of Shares Amount Balance as at the beginning of the year Add: Issue during the year 50,00,000 - 5,00,00,000 - 50,00,000 - 5,00,00,000 - Balance as at the end of the year 50,00,000 5,00,00,000 50,00,000 5,00,00,000 13 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 All Amounts in ` (b) Rights & Restrictions Attached to Shares Equity Shares: The company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. (c) Shares Held by Holding Company Figures as at the end of 31st March 2014 Figures as at the end of 31st March 2013 2,60,00,000 2,60,00,000 Equity Shares: 26,00,000 shares [31st March 2013: 26,00,000 shares] held by Madras Stock Exchange Limited, the Holding Company (d) Details of Shares held by Shareholders Holding More Than 5% of the Aggregate Shares in the Company Equity Shares: Madras Stock Exchange Limited, the Holding Company st st Figures as at the end of 31 March 2014 Figures as at the end of 31 March 2013 Amount % Amount % 2,60,00,000 52% 2,60,00,000 52% Figures as at the end of 31st March 2014 Particulars Figures as at the end of st 31 March 2013 Note 4 Reserves & Surplus (a) Investor Protection Fund Opening Balance (+) Addition during the year Closing balance 10,34,556 1,052 10,35,608 10,10,309 24,247 10,34,556 (b) General Reserves Opening Balance (+) Current Year Transfer (-) Written Back in Current Year Closing Balance 20,44,773 20,44,773 17,69,673 2,75,100 20,44,773 (c) Surplus / (Deficit) in Statement of Profit and Loss Balance as at Beginning of the Year (+) Profit / (Loss) for the year (+) Transfer from Reserves (-) Transfer to Investor Protection Fund (-) Proposed Dividends (-) Dividend Distribution Tax on Proposed Dividend (-) Interim Dividends (-) Transfer to Reserves Balance as at End of the Year 30,31,110 18,22,087 1,052 25,00,000 4,24,900 19,27,245 35,05,011 27,50,345 24,247 25,00,000 4,24,900 2,75,100 30,31,110 50,07,626 61,10,439 Total 14 [(a)+(b)+(c)] MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 All Amounts in ` Figures as at Figures as at the end of the end of 31st March 2014 31st March 2013 Particulars Note 5 Deferred Tax Liability (Net) Deferred Tax Liabilities Depreciation 3,48,171 3,38,856 25,404 3,22,767 41,783 2,97,073 - - Total 56,50,000 56,50,000 75,46,885 75,46,885 Total 3,22,212 3,22,212 56,309 2,40,000 2,96,309 Total 43,03,717 43,03,717 51,81,907 51,81,907 Total 3,682 68,300 8,04,852 8,76,834 1,77,269 1,60,000 14,55,696 17,92,965 Total 25,00,000 4,24,900 29,24,900 25,00,000 4,24,900 29,24,900 Deferred Tax Asset Provision for Leave Encashment Total Deferred tax assets and deferred tax liabilities have been offset as they relate to the same governing taxation law Note 6 Other Long Term Liabilities (a) Trade Payables (b) Others Trade / Security Deposits Received Sub-brokers' Margin monies shown above, excludes the Securities in kind, kept by sub-brokers with the company, valued as at 31st March 2014 at ` NIL /[31st March 2013 ` 24,93,903/- ] Note 7 Long Term Provisions Provision for Employee Benefits (a) Provision for Gratuity (b) Provision for Leave Encashment Note 8 Trade Payables Sundry Creditors Note 9 Other Current Liabilities Dues to Holding Company Due to Whole Time Director Other Liabilities Note 10 Short-Term Provisions Provision for Proposed Equity Dividend Provision for Tax on Proposed Dividends Note 11 Tangible Assets Depreciation Gross Block Particulars 1st April, 2013 Additions Disposals 31st March, 2014 1st April, 2013 For the Year Disposals Net Block 31st March, 31st March, 31st March, 2014 2014 2013 Office Equipment 16,278 6,060 - 22,338 11,938 6,592 - 18,530 3,808 4,340 Furniture & Fixtures 42,386 - - 42,386 6,792 2,532 - 9,324 33,062 35,594 38,92,079 3,43,953 - 42,36,032 38,89,949 25,769 - 39,15,718 3,20,314 2,130 Air Conditioners 1,28,963 46,200 - 1,75,163 23,956 7,686 - 31,642 1,43,521 1,05,007 Vehicle 4,41,812 - - 4,41,812 4,41,812 - - 4,41,812 - - Total 45,21,518 3,96,213 - 49,17,731 43,74,447 42,579 - 44,17,026 5,00,705 1,47,071 Previous year 44,98,253 23,265 - 45,21,518 41,95,889 1,78,558 - 43,74,447 1,47,071 3,02,364 Computers 15 MSE FINANCIAL SERVICES LTD. Note 12 Intangible Assets ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 All Amounts in ` Amortization Gross Block Membership card - BSE 70,04,000 - - 70,04,000 56,05,405 4,66,933 - 60,72,338 9,31,662 13,98,595 Membership Fee - MCX-SX 11,23,600 - - 11,23,600 34,273 74,907 - 1,09,180 10,14,420 10,89,327 Computer Software 32,91,892 3,65,000 - 36,56,892 31,20,105 67,431 - 31,87,535 4,69,357 1,71,787 Total 1,14,19,492 3,65,000 - 1,17,84,492 87,59,783 6,09,271 - 93,69,053 24,15,439 26,59,710 Previous Year 1,01,31,129 12,88,363 - 1,14,19,492 81,51,288 6,08,495 - 87,59,782 26,59,710 19,79,841 Grand Total 1,59,41,010 7,61,213 - 1,67,02,23 1,31,34,230 6,51,850 - 1,37,86,080 29,16,144 28,06,780 Disposals 1st April, 2013 Net Block Particulars Additions 31st March, 2014 For the Year 1st April, 2013 Disposals 31st March, 31st March, 31st March, 2014 2014 2013 (Tangible + Intangible Assets) Figures as at Figures as at the end of the end of 31st March 2014 31st March 2013 Particulars Note 13 Non-Current Investments Unquoted Equity Instruments (Trade, Non-Quoted, stated at Cost) 1,30,000 equity shares [as on 31st March 2013: 1,30,000] of ` 1/- each held in Bombay Stock Exchange Limited 10,000 10,000 10,000 10,000 8,25,000 50,516 4,81,180 30,000 Total 8,75,516 5,11,180 Total 2,41,00,000 2,41,00,000 2,41,00,000 2,41,00,000 47,86,647 47,86,647 1,01,39,137 1,01,39,137 9,201 - 75,14,577 2,36,00,000 3,11,23,778 50,13,555 2,78,96,525 3,29,10,080 1,16,753 18,74,376 3,74,244 23,65,373 3,04,371 18,92,968 4,04,442 26,01,781 32,30,598 32,30,598 10,71,519 10,71,519 Total Note 14 Long-Term Loans & Advances (Unsecured, Considered Good) (a) Security Deposits (b) Loans & Advances to Employees Note 15 Other Non-Current Assets Long term deposits with banks These deposits are held under lien with Bombay Stock Exchange Ltd. Note 16 Trade Receivables (Unsecured, Considered Good) Outstanding for a period exceeding six months from the date they were due for payment Others Total Note 17 Cash & Cash Equivalents Cash on Hand Balances with Banks In Current Accounts In Deposit Accounts Total Note 18 Short-Term Loans & Advances (Unsecured, Considered Good) Loans & Advances to Employees Prepaid Expenses Advance Income Tax (Net of Provisions) Others Total Note 19 Other Current Assets Interest Accrued on Deposits Total 16 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 Note 20 Contingent Liabilities a) Estimated amount of contracts remaining to be executed on capital account and not provided for is Nil (Previous Year Nil) b) The Department of Commissioner of Central Excise, Chennai has filed an SLP before the Supreme Court, (on levy of Service tax on the brokerage retained by Sub-brokers of the Company during the year 2000 and 2001), against the order passed by the CESTAT, Chennai, dt. 01.06.2009. The CESTAT had passed orders in favour of the Company, thereby deleting the demand of ` 3,10,382/-. This SLP has been admitted and the appeal hearing is pending before the Hon'ble Supreme Court. The Company has been advised a fair chance of their succeeding before the Hon'ble Supreme Court. (c) The Department of Central Excise (Service Tax) has raised a demand of ` 21,72,739/- including penalty of ` 14,06,647/in January 2012 for various issues on Service tax. The Company has filed an appeal to Commissioner of Central Excise (Appeals), Chennai on 07/05/2012, which is pending. The Company has been advised a fair chance of their succeeding the case, and hence no provision for the same has been made in the accounts for the year. (d) The Income Tax department for the AY 2009-10 & AY 2010-11 had made certain disallowances / adjustments in the assessment order, resulting in a demand of ` 9,34,740/-. The Company is contesting the same by way of appeal before Commissioner of Income Tax (Appeals) / revision petitions with the Assessing Officer. The company has been advised a fair chance of their succeeding their appeal/petitions and hence no provision for the same has been made in the accounts for the year. All Amounts in ` Figures as at the end of 31st March 2014 Particulars Note 21 Revenue from Operations (a) Sale of Services (a) Brokerage Received (a) Less: Brokerage Paid to Sub-Brokers (a) Net Brokerage Received (b) Revenue from DP Operations Total 1,06,12,997 85,01,409 21,11,588 49,097 21,60,685 1,24,94,357 98,63,915 26,30,442 26,30,442 Total 53,66,004 5,20,000 7,17,158 1,052 2,28,772 68,32,986 61,05,094 7,80,000 5,75,877 24,247 9,598 74,94,816 Total 24,34,827 2,08,364 43,877 2,62,828 2,00,418 1,20,457 32,70,771 24,93,888 1,24,678 56,571 2,41,865 1,35,744 1,76,217 32,28,963 Total 42,579 6,09,271 6,51,850 1,78,558 6,08,495 7,87,053 Note 22 Other Income Interest Income from Deposits Dividend Income Delayed payment charges Investor protection fund collections Miscellaneous receipts Note 23 Employee Benefits Salaries Ex-gratia Gratuity Contributions to Provident Funds Staff Welfare Expenses Leave Encashment Note 24 Depreciation and Amortization Expense Depreciation on Tangible Assets Amortization on Intangible Assets 17 Figures as at the end of 31st March 2013 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 Figures as at the end of 31st March 2014 Particulars All Amounts in ` Figures as at the end of 31st March 2013 Note 25 Other Expenses Rent 1,29,857 1,20,120 16,349 32,579 - On Machinery 3,77,946 7,15,464 - On Others 2,20,191 1,44,985 Electricity Charges 3,00,000 3,00,000 Security Service Charges 1,12,400 74,400 53,184 1,32,634 2,89,679 3,31,396 87,394 68,855 3,682 5,065 56,000 6,000 Rates and Taxes 1,26,214 4,763 Printing & Stationery 1,83,940 92,696 Professional Charges 1,21,301 83,131 35,000 35,000 5,000 5,000 35,500 20,618 86,895 62,380 2,25,393 2,64,599 24,65,925 24,99,685 Insurance Premium Repairs & Maintenance Traveling & Conveyance Communication Expenses Demat Charges Infrastructure Expenses Registration & Subscription Audit Fees - For Statutory Audit - For Taxation - For others Sitting Fees Other Expenses Total Note 26 CIF value of Imports / FOB value of Exports CIF value of Imports / FOB value of Exports during the period is NIL (Previous Year Nil) Note 27 Earnings/ Expenditure in Foreign Currency Earnings/ Expenditure in Foreign Currency during the period is NIL (Previous Year Nil) Note 28 Internet Fraud : There was an internet online fraud on the company on 19.04.2011, wherein an amount of ` 4,93,000/was fraudulently withdrawn by unknown person. The Company has filed a Police Complaint and the same is under investigation. The company was able to recover an amount of ` 2,96,000/-. An amount of ` 97,280/- was also recovered through another bank is shown as receivable, to be received by the company through directions from the competent Court. The company has filed writ petition in the High Court of Madras for their directions. The balance amount of ` 99,720/- had been written off to the profit and loss account during the year 2011-12. 18 MSE FINANCIAL SERVICES LTD. ANNUAL REPORT 2013-2014 Schedules Forming Part of Financial Reports For 2013-14 Note 29 The Company is a Small and Medium Enterprised and having Employees less than 50 and hence is exempt from Gratuity and Leave Encashment disclosure provisions (Provided under AS 15 issued by ICAI). Note 30 Earnings Per Share All Amounts in ` Figures as at the end Figures as at the end of 31st March 2014 of 31st March 2013 Particulars Basic Profit After Tax a 18,22,087 27,50,345 Weighted Average Number of Shares b 50,00,000 50,00,000 0.36 0.55 a/b Basic / Diluted EPS Note 31 Related Party Disclosures (a) Names of related parties and nature of relationship: (a) (i) Where Control Exists Holding Company : Madras Stock Exchange Limited (a) (ii) Other Related Parties with whom transactions have taken place during the year (a) (ii) Key Management Personnel : Mr. R. Ravichandran, CEO & Whole Time Director b) Details of transactions with related parties during the year ended 31st March 2014 Description of Transactions during the year Figures as at the end of 31st March 2014 Figures as at the end of 31st March 2013 Holding Company Infrastructure, Rent and Other Charges paid 19,85,398 10,51,503 77,091 1,40,994 13,00,000 10,40,000 3,682 1,77,270 11,15,660 12,30,065 68,300 1,60,000 Reimbursements received Dividend Paid Balance o/s payable as at year end Key Management Personnel Remuneration Outstanding The company has availed the services of the office space, electricity and infrastructure facilities from their Holding company - Madras Stock Exchange Limited. The company has accordingly accounted the expenditure on the above, as per the reimbursement bills raised by Madras Stock Exchange Limited. The notes referred to above form an integral part of the financial statement. For and on behalf of Board of Directors For G. Balu Associates Chartered Accountants S. Prasad Director DIN 00063667 V. Sanjeevi Director DIN R.Ravishankar Partner Membership No. 026819 Firm No. 000376S V. Nagappan Director DIN 01271378 Place: Chennai Date: 22-08-2014 K. N. Ramanath Director DIN 00574780 19 S. Venkateswaran Director DIN 01847693 R. Ravichandran CEO & Whole-time Director DIN 00471831 M M EE FF LL MSE Financial Services Ltd. We initiate - You create Regd. Office : “Exchange Building”, No.11, Second line Beach, Chennai - 600 001. Phone : 044 - 2526 5553, 2521 4441 E-Mail : [email protected] / [email protected] Website : www.msefsl.com Member : Bombay Stock Exchange Ltd. Sebi Regn. No. INB 011116931 (Cash) / INF 011116931 (F&O) Member : MCX Stock Exchange Ltd. Sebi Regn. No. INB 261 116934 (Cash) / INF 261 116934 (F&O) / INE 261 116931 (Currency) Depository Participant : CDSL Sebi Regn. No. IN-DP-CDSL-690-2013 SERVICES OFFERED TRADING : Online Trading Institutional Trading Buy-back of shares of listed Corporate companies Internet Trading thru FAST TRADE / NOW Online Currency Derivative trading DEMAT : Attractive Tariff with Low Transaction Cost Demat Accounts for Individuals, Corporates, HUFs, NRI’s & Trust NRE and NRO Demat Accounts for NRIs and POIs Facility offered for converting physical shares into Electronic form Demat Accounts for Foreign Nationals holdings/ ESOPs & Promoter holdings OFFERED PAN SERVICES : Authorised PAN service agent thru UTI ITSL PAN for Individuals, Corporates, HUFs, Trusts, NRIs & Foreign Nationals Quick and Transparent Service e-INSURANCE SERVICES : Open free e-INSURANCE account Facility to convert existing insurance policies into Electronic form. Timely remainder for premium payments, etc. To open a Trading Account, Please contact our Sub - Broker. To open a Demat Account, Please contact us / Sub - Broker. For more details visit our website www.msefsl.com CIN No.: U67110TN2005PLC056075 Website : www.msefsl.com MSE FINANCIAL SERVICES LTD. Regd. Office : No.11, Second Line Beach, CHENNAI 600 001. Email : [email protected] Phone : 044 - 25214439, 25265559 (To be handed over at entrance of the Meeting Venue) ATTENDANCE SLIP Regd. Folio No. : ____________________ Depository Name : _______________________________________ Client Id : __________________________ No. of Shares held : ______________________________________ Share Holders Name : Mr./Ms./M/s. ________________________________________________________________ (in Block Capitals) In case of Proxy, Name of Proxy : Mr./Ms./M/s. _______________________________________________________ (In Block Capitals) I certify that I am a registered shareholder / proxy for the registered shareholder of the company. th I hereby record my presence at the 14th Annual General Meeting of the Company held on Friday, 19 September 2014. at 5.30 p.m. at “PEARL”, THE PRESIDENCY CLUB, No.51, Ethiraj Salai, (Opp. Hotel Kanchi), Egmore, Chennai - 600 008. Dated : Signature of Member / Proxy Note: Shareholder/Proxy holder is requested to bring this Attendance Slip duly completed and handover at the entrance of the meeting hall. CIN No.: U67110TN2005PLC056075 Website : www.msefsl.com MSE FINANCIAL SERVICES LTD. Regd. Office : No.11, Second Line Beach, CHENNAI 600 001. Email : [email protected] Phone : 044 - 25214439, 25265559 Form No. MGT 11 PROXY FORM (Pursuant to Section 105(6) of the Companies Act,2013 and Rule 19(3) of the Companies (Management and Administration) Rules,2014) Regd. Folio No.: _______________________ DPID : _____________________ Client ID : ____________________ Email : ______________________________________________________________________________ Name of the Member(s) : __________________________________________________________________________ Registered Address : ____________________________________________________________________________ I / We being the Member(s) holding _________ shares of the above named Company, hereby appoint 1. Name : ___________________ Address : ___________________________________________________________ Email Id : ________________________________________ Signature : ____________________________________ 2. Name : ___________________ Address : ___________________________________________________________ Email Id : ________________________________________ Signature : ____________________________________ as my/ our proxy to vote for me / us on my / our behalf at the FOURTEENTH Annual General Meeting of the Company to be th held on 19 September 2014 at “PEARL”, THE PRESIDENCY CLUB, No.51, Ethiraj Salai, (Opp. Hotel Kanchi), Egmore, Chennai - 600 008. at 5.30 p.m. and at any adjournment(s) thereof in respect of such resolutions as are indicated below: Resolution No. 1. 2. 3. 4. Description Option Type of Resolution st Adoption of the Profit & Loss Statement of the year ended 31 March 2014 and Balance Sheet as on that date together with the Reports of Directors and Auditors thereon. Declaration of Dividend To appoint Director in the place of Shri.V.Nagappan DIN-01271378, who retires by rotation and is not seeking re-election as per SEBI guidelines/ Articles Association of the Company. To appoint Auditors and fix their remuneration Ordinary c For c Against Ordinary c For c Against Ordinary c For c Against Ordinary c For c Against Signed this _____day of ______________ 2014 Signature of Shareholder/s : _______________________________________ Signature of Proxy holder(s) : ______________________________________ Affix `1/Revenue Stamp Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
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