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