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Directors Report of MSR India Ltd.

Mar 31, 2015

To,

The Members of MSR India Limited,

The take pleasure in presenting the 32nd Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Lakhs)

Particular 2014-2015 2013-2014

Total Income 8574.46 1024.85

Total Expenditure 8520.83 1040.18

Profit Before Tax 53.63 (15.33)

Provision for Tax 12.70 4.08 Profit/(Loss) after Tax 40.93 (19.41)

Transfer to General Reserves 0 0

Profit available for 0 0 appropriation

Provision for Proposed 0 0 Dividend

Provision for Corporate Tax 0 0

Balance Carried to Balance 40.93 (19.41) Sheet

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 8570.62 Lakhs and a Profit of Rs. 53.63 Lakhs in the current year against the turnover of Rs. 1018.38 Lakhs and a Profit/(Loss) of Rs.(15.33) Lakhs in the previous financial year ending 31.03.2014.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report (29.08.2015)

CHANGE IN THE NATURE OF BUSINESS:

During the year the Company has not changed its business activities.

DIVIDEND:

Your Directors have not recommended any dividend for the year.

BOARD MEETINGS:

The Board of Directors met 7 times during the year 29.05.2014, 02.08.2014, 14.08.2014, 28.08.2014, 25.10.2014, 10.11.2014, 02.02.2015and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Mr. Mr. K.V. Rajasekhar Reddy (DIN 07120513) was appointed as Additional Director and as Managing Director w.e.f. 10.07.2015 to hold office up to the date of ensuing Annual General Meeting.

Now the Board proposes to appoint him as Director & Managing Director of the Company.

Mr. I. Srinivas Raju has resigned from the office of Directorship citing personal reasons during the year. The Board placed on record its sincere appreciation for the valuable services rendered by them during his tenure as director of the Company.

During the year, Mr. M. Krishna Reddy, was appointed as CFO of the Company and Abhilash Tumula as Company secretary of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 the Board of Directors of your Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The Directors of the Company had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

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

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES COMPANY:

Your Company does not have subsidiary Company

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORM AT IN ANNEXURE I)

AUDITORS AND AUDITORS REPORT

In the previous Annual General Meeting (31st AGM), the Company appointed M/s. Vijay Sai Kumar & Associates, Chartered Accountants as statutory Auditors to hold office until the conclusion of the 32™' annual General Meeting. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment/ ratification for the financial year 2015-16.

INTERNAL AUDIT:

Nirosha is the internal Auditors of the Company.

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, Mr. S. Sarveswar Reddy, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report. Secretarial Audit Report is self explanatory and does not call for any further comments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.l34(3)(m) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : 10.68 Lakhs

2. Technology absorption, adoption and innovation : 4.58 Lakhs

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : 20,000 Euros INR 14.56 lacs

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not has the net worth of Rs. 500 crores or more, or turnover of Rs. 1000 crores or more, or a net profit of Rs. 5 crores or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under clause 49(VIII)(D) of the Listing Agreement forms a part of this Report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

RELATED PARTY TRANSACTIONS:

During the year, the Company had entered into contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Relevant details have been disclosed in note 26 of financial statement.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.msrindia.in

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. NIL pa is paid to Mr. M. Srinivasa Reddy , ( Ex- Managing Director) of the Company.

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS AL) ACT, 2013.

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

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received: Nil

No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board of MSR India Limited

Sd/- Sd/-

Place: Hyderabad K.V.Rajasekhar Reddy Gundala Raju

Date: 29.08.2015 Managing Director Director

DIN: 07120513 DIN: 01742710


Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting the 31st Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2014 and Balance Sheet as on that date.

Financial Results

Key aspects of the Company''s financial results for the year 2013-14 are as tabulated below:

(Amount in Lacs)

Particulars 2013-14 2012-13

Sales and other income 1,024.85 300.30

Total Expenditure other than Depreciation 1,030.48 292.46

Gross Profit before Depreciation, Finance Charges and (5.63) 7.83 Tax

Depreciation 9.70 5.42

Profit Before Tax 2.40

(15.33)

Exceptional Items - 1079.09

Provision for Tax 4.08 1.36

Profit after tax (19.41) (1078.05)

Business Performance & Operations:

Your Company''s has incurred a net loss of Rs. 19.41 Lacs during the year under review as compared to the previous financial year. During the year under review the total revenue has increased to Rs. 1024.85 Lacs as against Rs. 300.30 Lacs during the previous financial year.

Dividend on Equity Shares:

Keeping in view the losses incurred by the Company, your Directors have decided not to recommend any dividend for the year under review.

Fixed Deposits:

Your Company does not accept or hold any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest on fixed deposits was outstanding as on date of the Balance Sheet.

Corporate Governance:

As required by Clause 49 of the listing agreement, a separate report on Corporate Governance together with a certificate of Statutory Auditors of the Company forms part of this report as per Annexure II.

Formation of Various Committees:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and forming part of this report.

Directors:

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. S Koti Reddy, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board places on record its appreciation for the contribution made by the above-mentioned Directors to your Company and industry during their tenure.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have beenfollowed;

2. The Board of Directors of the Company have selected appropriate 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 as at 31st March, 2014 and of the profit and cash flow of the Company for the year ended on that date;

3. 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 frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

Personnel:

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

Auditors & Auditors'' Report:

Your Company''s Statutory Auditors, M/s. Bhaskara Rao & Associates, Chartered Accountants, bearing Firm Registration No. 006171S, have resigned. The Company has decided to appoint M/s Vijay Sai Kumar & Associates, bearing Firm Registration No. 004694S as the Statutory Auditors of the Company who have shown their eligibility and willingness to accept the office of the Statutory Auditors. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice Convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this report as per Annexure I.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Adequate measures have been taken to conserve energy wherever possible. Nothing has been undertaken in the areas of research and development.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Human Resources:

Your Company continuously invests in people development, identifying and grooming management talent and has a culture of harnessing people power to the maximum.

Appreciation:

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment, which has enabled the Company to progress.

For and on behalf of the Board of Directors of M/s. MSR India Limited Sd/-

Date: 20.08.2014 M. Srinivasa Reddy

Place: Hyderabad Managing Director


Mar 31, 2013

To The Shareholders,

The Directors have pleasure in presenting the 30th Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2013 and Balance Sheet as on that date.

Financial Results

Key aspects of the Company''s financial results for the year 2012-13 are as tabulated below:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Sales and other income 300.29 752.11

Total Expenditure other than Depreciation 292.46 747.64

Gross Profit before Depreciation, Finance Charges and 7.83 4.47 Tax

Depreciation 5.43 3.56

Profit Before Tax 2.40 0.91

Exceptional Items 1079.09 -

Provision for Tax 1.36 0.32

Profit after tax (1078.05) 0.59

Business Performance & Operations:

Your Company''s has incurred a net loss of Rs. 1078.06 Lacs during the year under review as compared to the previous financial year. During the year under review the total revenue also decreased to Rs. 300.30 Lacs as against Rs. 752.11 Lacs during the previous financial year.

Dividend on Equity Shares:

Keeping in view the losses incurred by the Company, your Directors have decided not to recommend any dividend for the year under review.

Fixed Deposits:

Your Company does not accept or hold any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest on fixed deposits was outstanding as on date of the Balance Sheet.

Increase in Share Capital pursuant to Bonus Issue:

During the year under review your company has issued 260 Lacs Equity Shares of Re. 10/- each by way of bonus to the shareholders of the Company in the ratio of 5:1 on 24th December, 2012. The Authorized Share Capital of the Company was increased from Rs. 3000 Lacs (300 Lacs Equity Shares of Rs. 10/- each) to Rs. 3200 Lacs (320 Lacs Equity Shares of Rs. 10/- each). Thus consequent to the Bonus Issue, the issued, subscribed and paid-up capital of the Company is increased from Rs. 524 Lacs (52.40 Lacs Equity shares of Rs. 10 each) to Rs. 3144 Lacs (314.40 Equity shares of Rs. 10 each).

Corporate Governance:

As required by Clause 49 of the listing agreement, a separate report on Corporate Governance together with a certificate of Statutory Auditors of the Company forms part of this report as per Annexure II.

Formation of Various Committees:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and forming part of this report.

Directors:

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. I Srinivasa Raju, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board places on record its appreciation for the contribution made by the above-mentioned Directors to your Company and industry during their tenure.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed;

2. The Board of Directors of the Company have selected appropriate 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 as at 31st March, 2013 and of the profit and cash flow of the Company for the year ended on that date;

3. 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 frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

Personnel:

No employee was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules framed there under, as amended from time to time.

Auditors & Auditors'' Report:

Your Company''s Statutory Auditors, M/s. Bhaskara Rao & Associates, Chartered Accountants, bearing Firm Registration No. 006171S, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice Convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Management Discussion and Analysis: .

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this report as per Annexure I.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Adequate measures have been taken to conserve energy wherever possible. Nothing has been undertaken in the areas of research and development. ~

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Human Resources:

Your Company continuously invests in people development, identifying and grooming management talent and has a culture of harnessing people power to the maximum.

Appreciation:

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment, which has enabled the Company to progress.

For and on behalf of the Board of Directors

of M/s. MSR India Limited

Sd/-

Date: 27.06.2013 M. Srinivasa Reddy

Place: Hyderabad Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the 29a' Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2012 and Balance Sheet as on that date.

Financial Results

Key aspects of your Company's financial results for the year 2011-12 are tabulated below:

(Rs. In Lacs)

Particulars 2011-12 2010-11

Revenue 752.11 1417.20

Total Expenditure other than Finance Charges and 751.14 1372.63 Depreciation

Gross Profit before Depreciation, Finance Charges and 0.97 44.57 Tax

Finance Charges - -

Depreciation 0.06 0.07

Profit Before Tax 0.91 44.50

Provision for Tax 0.32 13.75

Profit after tax 0.59 30.75



Business Performance & Operations:

Your Company's Net profit during the year under review decreased to Rs. 0.59 Lacs as against Rs. 30.75 Lacs in the previous year During the year under review the total revenue also decreased to Rs. 752.11 Lacs as against a Profit of Rs. 1417.20 Lacs for the previous year.

Because of the global recession and based on the India Economic conditions Your Company has diversified its business from Infrastructure to Agriculture Sector during the year under review-

Dividend on Equity Shares:

Keeping in view the growth and expansion plans, your Directors have decided not to recommend any dividend for the year under review.

Fixed Deposits:

Your Company does not accept or hold any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest on fixed deposits was outstanding as on date of the Balance Sheet.

Increase in Share Capital:

During the year under review your company has issued 50,00,000 Equity Shares of Re. 10/- each at an issue price of Rs. 62,50/- per share to promoters and others on preferential basis on 7lh February, 2012. Thus the issued, subscribed and paid-up capital of the Company increased from Rs. 24.00 Lacs to Rs.524.00 Lacs.

Corporate Governance:

As required by Clause 49 of the listing agreement, a separate report on Corporate Governance together with a certificate of Statutory Auditors of the Company forms part of this report as per Annexure II.

Formation of Various Committees:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and forming part of this report.

Directors:

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. S Koti Reddy, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Brief resume of the Director proposed to be re-appointed, nature of their expertise and other details as stipulated under Clause 49 of the Listing agreement are provided in the Notice for convening the Annual General Meeting forming part of this Annual Report.

Post Balance Sheet date Mr. P kamala Kumar, Mr. MWR Varma, Mr. S Krishna Kanth Verma, Ms. C Swapna resigned from the Directorship of the Company.

The Board places on record its appreciation for the contribution made by the above-mentioned Directors to your Company and industry during their tenure

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Board of Directors ofthe Company hereby confirms that:

1. In preparation ofthe annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made j udgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs ofthe Company as at 31 st March, 2012 and of the profit and cash flow ofthe Company for the year ended on that date;

3. 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 frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

Personnel:

No employee was in receipt of remuneration exceeding the limits prescribed under section 217 (2 A) of the Companies Act, 1956 and the rules framed there under, as amended from time to time.

Auditors & Auditors' Report:

Your Company's Statutory Auditors, M/s. Chitta & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in theNotice Convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this report as per Annexure I.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Adequate measures have been taken to conserve energy wherever possible. Nothing has been undertaken in the areas of research and development.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Human Resources:

Your Company continuously invests in people development, indentifying and grooming management talent and has a culture of harnessing people power to the maximum.

Appreciation:

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Dir ectors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment, which has enabled the Company to progress.



For and on behalf of the Board of Directors of M/s.MSR India Limited Sd/-

Date: 06.09.2012 M. Srinivasa Reddy

Place: Hyderabad Managing Director


Mar 31, 2011

The Directors of your Company have pleasure in presenting to you the 28th Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2011 along with the Auditor's Report thereon.

FINANCIAL RESULTS :

Lakhs.

Particulars 2010-11 2009-10

Net Sales / Income 1428.96 47.64

Total Expenditure 1365.90 44.88

Gross Operating Profit 63.06 2.76

before interest& tax

Interest and Financial 4.81 0.00

Charges

Depreciation 0.07 1.45

Profit before Tax/Loss 44.50 1.29

Provision for Tax 13.74 0.00

Net Profit After 30.75 1.29 Taxation

OPERATIONS

During the year under review the total turnover is Rs.1428.96 Lakhs as against Rs.47.64Lakhs in the previous year and the Net Profit for the year was Rs.30.76Lakhs as against a Profit of Rs.1.29 Lakhs for the previous year registering a rapid growth in the progress of the company

DIVIDEND

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company

The directors Mr. Kamala Kumar Pothapragada and Mr. Krishna Kanth Varma retire by rotation and are eligible for re- appointment.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

a) That in the preparation of the annual accounts, the applicable Accounting standards have been followed.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) That the Directors had taken proper and sufficient care 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

d) That the Directors had prepared the accounts for the year ended 31st March, 2011 on a 'going concern' basis.

LISTING:

The Equity shares of your company are listed on The Bombay Stock Exchange Limited.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and senior management and the compliance of the same has been affirmed by them.

AUDITORS:

Members are informed that M/s. K. Prahlada Rao & Co., Chartered Accountants , Hyderabad was appointed as Statutory Auditors of the company in the EGM held on 01.10.2010 in the place of S. Kishore Kumar, Chartered Accountants , Hyderabad. They are eligible for reappointment as statutory auditor for the financial year 2011-2012. They have furnished a certificate to the effect that their re-reappointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. Your Board recommends their appointment.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with Compliance Certificate of the Auditors is annexed hereto.

EMPLOYEE RELATIONS

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels of the company for their excellent support and contribution at all times.

There is no employee whose particulars are to be furnished pursuant to the provisions under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (amendment) Act, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. Conservation of Energy, Power : Adequate measures have been taken to

conserve energy wherever possible.

B. Research & Development : The company has commenced its activities recently hence nothing has been undertaken in the areas research & development.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Government authorities, and also for the support and co- operation received from the Bankers of the company, Shareholders, Auditors, Customers, vendors, business associates and Staff of the Company for their valued support during the year under review.

By order of the Board

for REMIDICHERLA INFRA & POWER LIMITED

Place: Hyderabad Sd/-

Date : 03 September 2011 M SRINIVASA REDDY

MANAGING DIRECTOR


Mar 31, 2010

The Directors of your Company have pleasure in presenting to you the 27th Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2010 along with the Auditors Report thereon.

FINANCIAL RESULTS

Particulars 2009- 2010 2008 - 2009

Net Sales / Income 47.64 0.00

Total Expenditure 44.88 0.48

Gross Operating Profit 2.76 (0.48)

Interest and Financial Charges 0.00 0.00

Depreciation 1.45 0.23

Profit beforeTax/Loss 1.29 (0.71)

Provision for Tax 0.00 0.00

Net Profit 1.29 0.71

OPERATIONS

During the year under review the total income was Rs.47.64 Lakhs as against Rs.46.34 Lakhs in the previous year and the Net Profit for the year was Rs.1.29 Lakhs as against a loss of Rs.0.71 Lakhs for the previous year.

DIVIDEND

Your Directors are unable to recommend any dividend for the year due to inadequacy of profits.

FUTURE PROSPECTS

During the year under review the companys management was acquired by Sri M Srinivasa Reddy through a share purchase agreement dated 30th January 2010. Accordingly an open offer was made pursuant SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1996 which was kept open from 17th March 2010 to 5th April 2010.

CHANGE OF OBJECTS AND NAME

As per the plans of the new promoters, the main objects of the company have been changed from leasing, finance, etc., to that of Infrastructure, Power, Mining, etc. by amending the Memorandum of Association.

Pursuant to the change in the activities of the company the name of the company has been changed from " Star Leasing Limited " to " Remidicherla Power Limited and " Remidicherla Infra & Power Limited " which has been approved by the Registrar of Companies vide Fresh Certificate of Incorporation consequent to change of name dated 7th July 2010.

Accordingly, the company has commenced its operations in its infrastructure division and has earned an income of Rs.47.64 Lakhs for the year ended 31st March 2010 and net profit of Rs.1.29 Lakhs for the said period.

REVOCATION OF SUSPENSION IN THE TRADING OF THE SCRIP OF THE COMPANY

Your Directors are happy to inform you that vide Notice No.20100512-21 dated 12th May 2010, BSE has revoked its suspension in the trading of the scrip of the company and the trading was recommenced from 18th May 2010.

DIRECTORS

Consequent to the change in the Management of the company the following Directors were appointed as Additional Directors of the company during the year under review and retire at the conclusion of the ensuing Annual General Meeting.

1) Mr. M Srinivasa Reddy

2 Mr. I Srinivasa Raju

3 Mr. P Kamala Kumar

4 Ms P Priyanka

5 Mr. S K Reddy

6 Mr. Krishna Kanth Varma

7 Mr. Mudunuri Veera Venkata Ramana Varma 8) Ms. Swapna Chaparala

Accordingly the following Directors resigned as Directors of the company:

I) Sri Rajan M Shah

ii) Mrs. Bhavana R Shah

iii) Sri Manubhai C Shah

iv Sri Chirag A Mehta

v) Sri Hitesh V Raja

vi) Sri Dinesh M Patel

The Board while accepting their resignation recorded its appreciation for their contribution during their tenure on the Board.

Sri M Srinivasa Reddy was appointed as Managing Director of the company w.e.f. 7th July 2010 without any remuneration payable to him.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of section 58A of the Companies Act, 1956 are not applicable to the Company

AUDITORS

Since there has been a change in the management of the company the present Auditors M/S HK Godhia Associates resigned and Mr. S Kishore Kumar, Chartered Accountant, was appointed as Statutory Auditor of the Company who retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

a) That in the preparation of the annual accounts, the applicable Accounting standards have been followed.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

c) That the Directors had taken proper and sufficient care 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

d) That the Directors had prepared the accounts for the year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with Compliance Certificate of the Auditors is annexed hereto.

EMPLOYEE RELATIONS

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels of the company for their excellent support and contribution at all times.

There is no employee whose particulars are to be furnished pursuant to the provisions under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (amendment) Act, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A Conservation of Energy Power : Adequate measures have been taken to conserve energy wherever possible.

B. Research & Development : The company has commenced its activities recently hence nothing has been undertaken in the areas research & development.

C. Foreign Exchange Earnings : Nil

D. Foreign Exchange Outgo : Nil

ACKNOWLEDGMENTS

Your Directors wish to place on record their gratitude to the Government authorities, for the support and co-operation received from the Bankers of the company Shareholders, Auditors, Customers, vendors, business associates and Staff of the Company for their valued support during the year under review.

By the Order Of the Board

for REMIDICHERLA INFRA & POWER

LIMITED

Sd/-

PLACE: Hyderabad ( M. SRINIVASA REDDY )

DATE: 01-09-2010 MANAGING DIRECTOR

 
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