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Maruti Securities Ltd.
 
March 2015

DIRECTORS' REPORT

To

The Members,

Maruti Securities Limited.

Your Directors have pleasure in presenting the Twenty First Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015.

OPERATIONS

Your Directors report that your Company has reported a NIL income from the operations and a Gross Loss before tax of Rs.9.47 Lakhs as against Gross Loss before tax of Rs.3.06 Lakhs in the previous year respectively.

FINANCIAL PERFORMANCE

There has been no Income from the Capital market Operations during the year, since bank accounts were attached by the tax authorities for nonpayment of tax arrears for the Assessment Year 2005-06.

The Loss reported is only on account of administrative expenses and expenses related to compliances of the regulatory/ statutory authorities.

DIVIDEND

In view of the loss reported for the financial year, your Directors regret their inability to recommend payment of dividend on equity shares to the members and on preference shares to the preference share holders.

MANAGEMENT DISCUSSION & ANALYSIS

Overall Review

The Capital Market Operations during the Year has been nil in view of the Income Tax authorities have attached the Bank accounts of the Company for nonpayment of tax arrears for the Asst. Year 2005-06.our appeal filed before the tribunal has been disposed in favour of the company.

Vide letter dated 19-01-2010 of Reserve Bank of India, had imposed restriction on the Company, not to carry out the business of non banking financial institutions due to negative net worth till such time, the company meets minimum statutory net worth requirement of Rs.25 lakhs.

The Company has surrendered the Registration of Non- Banking Finance Company Certificate to RBI, Hyderabad on 23-02-2011 for cancellation.

Business Risk Management

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks.

The Country's economic scenario has improved with a moderate growth of 5% to 6% for the current financial year. Global Economy continues to maintain sustained growth in all segments of the economy.

The Government's thrust on infrastructure and growth in the industrialization with huge investments, the economic activity continuous to grow at a single digit growth.

The volatility in prices of shares due to high fluctuation of the market behavior which can have a direct bearing on the operations of the Company resulting into low margins and may affect the working of the Company.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

The Human Relations in the organization have been cordial. Your Company believes that man power is its greatest asset and endeavors to improve employee welfare at all times.

Foreign exchange earnings and outflows are: NIL

DIRECTORS

Sri K. Satyanarayana, whose period of office determined by rotation is due to retire at the ensuing Annual General Meeting and being eligible offer himself reappointment. A notice under Section 160(1) of the Act has been received from a Member signifying his intention to propose his appointment as a Director.

Deposits

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

Particulars of Loans, Guarantees and Investments

During the year under review, the company has not given any loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith.

AUDITORS' REPORT

The Auditors' Report to the members read together with the relevant notes thereon are self explanatory and hence do not warrant any comments under Section 217 of the Companies Act, 1956.

AUDITORS

M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under. Accordingly the statutory auditor of the Company was reappointed from the conclusion of the previous AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance report and Auditors' Certificate regarding Compliance of conditions of Corporate Governance are made a part of the Annual Report as per the Annexure - A.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.

Number of Board Meetings held during the financial year and the dates of the Board meetings:

Ten Board meetings were held during the financial year 2014-2015.

The dates on which the above Board meetings were held are as follows;

26th May 2014, 30th June 2014,7 th July 2014, 28th July, 2014, 25 th  August 2014, 29 th  September 2014, 27th October 2014, 29th December 2014, 28th January 2015, and 31st March 2015.

Independent Directors

At the 20th Annual General Meeting of the Company held on 30th September 2014, the Members of the Company had appointed Independent Directors of the Company, for a period of 5 years. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c)of the Companies Act, 2013, with respect to Directors responsibilities Statement it is hereby confirmed:

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

b. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the company for that period;

c. That the directors 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. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Policies

Material subsidiary

During the year ended March 31, 2015, the Company does not have any material listed/unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement. The policy on determining material unlisted subsidiary of the Company is approved by the Board of Directors of the company.

Vigil Mechanism

The Board of Directors of the company are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions. For these reasons, the Company must maintain

workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. A. Rakesh, Chairman Audit Committee through email or by correspondence through post.

Related Party Transaction

Policy on dealing with Related Party Transactions as approved by the Board.

Familiarisation programme for Independent Directors

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives.

Key Managerial Personnel

B. Arun, Chief Financial Officer and Ashish Kumar, Company Secretary and B.Srinivas Compliance Officer of the Company were appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act,

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board

No related party transactions were entered into during the financial year under review, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the Board. None; of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is in Form No. MR-3 obtained by the company and forms part of this Annual report.

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board's Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the Board's Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition afld Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the 17 complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

DEMATERIALISATION OF SECURITIES

As Members are aware, your Company's equity shares are compulsorily tradable in electronic form. As on March 31, 2015, 38.51% of your Company's paid up Capital representing 19, 25,755 equity shares are in dematerialized form. In view of numerous advantages emanating from the depository system. Members holding equity shares in physical mode are requested to avail the facility of dematerialization of the Company's shares on either of the depositories i.e., CDSL/NSDL.

ACKNOWLEDGEMENTS

Your directors have pleasure in recording their appreciation of co-operation extended to the Company by the Bankers and employees.

For and on behalf of the Board

B.Srinivas Managing Director

B. Kavitha Director

B.Arun CFO

Ashish Kumar Company Secretary

Place: Secunderabad

Date: 25-08-2015

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