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Directors Report of MSR India Ltd.

Mar 31, 2018

The Members,

The Directors have pleasure in presenting before you the Director''s Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OFAFFARIS:

The performance during the period ended 31st March, 2018 has been as under:

(In Lakhs)

Particulars at the end of the year

2017-2018

2016-2017

Total Income

14003.63

11260.44

Expenditure

13819.48

11149.23

Profit before exceptional items and Tax

202.66

111.21

Exceptional Item

-

-

Profit/(Loss) Before Tax

202.66

111.21

Less: Deferred Tax

-

-

Less: Provision of Current Tax

44.42

20.57

Net Profit/ (loss) after Tax

177.00

90.64

REVIEW OF OPERATIONS:

The Directors wish to report that your company has achieved the turnover of Rs. 14003.63 Lakhs for the financial year ended 31.03.2018 as against Rs. 11260.44 lakhs for the financial year ended 31.03.2017. The Profit after tax stood at Rs. 177.00 Lakhs for the financial year ended 31.03.2018 as against Rs. 90.64 lakhs for the financial year ended 31.03.2017.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were material changes and commitments affecting financial position of the company between 31stMarch 2018 and the date of Board''s Report. (i.e.03.09.2018). The Company is starting a new plant and has investment in purchasing of plant and Machinery, structural process like installation of machinery and erection of large sheds, electrical and electronic installation processes etc, obtaining permission from the concerned department and authorities etc. Borrowing funds from the Banks/Financial Institutions for the purpose of Letter of Credit, Enhancement of working capital limits, Term Loans etc.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business

PUBLIC DEPOSITS:

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

DIVIDEND:

The Company has not declared any dividend for the financial year ended March 31, 2018.

TRANSFER OF Un-CLAIMED DIVIDEND TO INVESTOR AND EDUCATION AND PROTECTION FUNDS

There are no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund for the financial year ended 31st March 2018.

CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company is Rs. 32,00, 00, 000 (Rupees Thirty Two Crores only) divided into 6,40,00,000 equity shares (Six Crore Forty Lakhs only) of Rs. 5/- each only. The Paid -up capital of the company is Rs. 31, 44, 00,000 (Rupees Thirty One Crores Fourty Four Lakhs only) divided into 6, 28, 80,000 equity shares (Six Crore Twenty Eight Lakhs Eighty Thousand only) of Rs.5/- each.

REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review as per section-131 of the Companies Act, 2013.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year, the Company has not entered into any 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.

None of the transactions with related parties falls under the scope of Section-188(1) of the Act. 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 w[email protected]

BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (Five) times on 23.05.2017, 14.08.2017, 26.08.2017, 14.11.2017 and 14.02.2018, in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

CORPORATE GOVERNANCE:

A Separate section titled "Report on Corporate Governance” along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Discussion and Analysis Report for the year under review which forms part of Annual Report pursuant to the SEBI (LODR) Regulations, 2015.

MANAGEMENT''S DISCUSSION AND ANALYSIS

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) of SEBI (LODR) of 2015 is given under ANNEXURE - C

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. It is given under ANNEXURE - A

RISK MANAGEMENT:

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risk associated with the business. Major risk identified are systematically discussed at the meeting of the Audit committee and Board of Directors of the company, In line with the new regulatory requirement, the company has framed the Risk Management policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 viz. Audit committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

During the year under review, in compliance with the provisions of SEBI (LODR) Regulations, 2015 the Board had also constituted the Risk Management Committee.

All decisions pertaining to the constitution of Committees, appointment of members and fixing of term of reference/role of the committee are taken on record by the Board of Directors.

Details of the role and constitution of committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the corporate governance section of the Annual Report.

BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director''s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.

The evaluation procedure followed by the company is as mentioned below:

i) Feedback is sought from each Director about their views on the performance of the Board, covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors.

iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.

iv) Post the meeting of the Independent Directors, their collective feedback on the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

vi)Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report, the recommendations made in the previous year were satisfactorily implemented.

The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and collective action points for improvements are put in place.

DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:

Details of re-appointment /appointment of the director: K. V. Rajasekhar Reddy

PARTICULARS

DETAILS

Brief Resume

He is a mechanical engineering

of the Director

graduate and has been credited with developing DR. Copper which

is the world''s 1st seamless Copper water bottle with a lot of health benefits. He is the main reason behind the successful R&D of DR. Copper in such a short time. In his tenure as Vice President (Production & Marketing) he has setup a Digital marketing team which markets all the products of MSR INDIA LIMITED on various social platforms.

He has done an extensive market research on the DR. Copper project, he has also conducted market survey on usage of water bottles in India, which was used to analyze the water bottle market in India and has given a clear vision for the company on the market of water bottles and helped the company to identify its competitors.

He even has conducted a SWOT analysis on the DR. Copper product and had devised a cost effective marketing strategy accordingly. He has represented the company at many national and International events and has attracted many investors. He also played an instrumental role in obtaining all clearances from the government of Telangana for the company''s new manufacturing unit.

He played a key role in bringing back the company to profits in 2014 - 15. After taking the charge as Vice President, he has restructured the administration process of the organization and has assigned KRA to all the employees. He has been effective in motivating the employees and

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Koti Reddy Somala, Mr. Gundala Raju, and Mrs. Bharathi Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR S RESPONSIBILITY STA TEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company forth at period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

The information required under Section 197 (12) of the Act read with Rule 5(1) to (3) of The Companies (Appointment and Remuneration of Managerial Personnel) A rule, 2014, as amended, is annexed as Annexure - E to this report.

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

The company does not have any subsidiary, Joint venture or associate company which have become or ceased to be its subsidiaries, joint venture or associate company during the year.

Nature of expertise in specific functional areas

MARKETING, FINANCE, OPERATIONS & R&D

Disclosure between directors inter-se

NIL

Names of Listed companies where the Director holds directorship and the membership of Committees of the board

NIL

DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12).

STA TUTORY AUDITORS:

M/s. Vijay Sai Kumar & Associates, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section-139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Vijay Sai Kumar& Associates., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDITOR:

Mrs. Sujatha is the internal Auditor of the Company for FY 2017-18.

SECRETARIAL AUDITOR:

The Board had appointed Ms. AakankshaShukla, Practicing Company Secretaries, Hyderabad, having CP No. 40065 to conduct Secretarial Audit for the financial year 2017-18, pursuant to the provisions of Section-204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for the financial year 2017- 18 is enclosed herewith as Annexure - C to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

Pursuant to the provisions of Section-134 (3) (f) & Section-204 of the Companies Act, 2013, Secretarial audit report as provided by Ms. Aakanksha Shukla, Practicing Company Secretaries is annexed to this Report as annexure.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from 01stApril, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted the same.

CORPORA TE SOCIAL RESPONSIBILITY fCSR):

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

COMPLIANCE WITH SEBI fLISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Company''s website i.e.www.msrindia.in

. Board Diversity Policy.

. Policy on preservation of Documents.

. Risk Management Policy.

. Whistle Blower Policy.

. Familiarization programme for Independent Directors.

. Anti - Sexual Harassment Policy.

. Related Party Policy.

. Code of Conduct under Insider trading Regulations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D):NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs. 10,48,650/Foreign Exchange Outgo: Rs. NIL

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 properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

CREDIT & GUARANTEE FA CILITIES:

The company has not given loans or Guarantees 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.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis or Non-arm''s length basis:

During the year, the Company had not entered into any other 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.

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 the 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, the ratio of remuneration to maiden employees is 1:1.99 times in case of Mr. K. V. Rajasekhar Reddy.

Non-Executive Directors'' Compensation and Disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

CEO/ CFO Certification

The Managing Director and CEO/ CFO certification of the financial statements for the year 2017-18 is provided elsewhere in this Annual Report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section-54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules,2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section-43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules,2014.

3. Issue of shares under employee''s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section - 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014.

4. Non- Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section-67(3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares:

The Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during the period under review.

7. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

EMPLOYEE RELA TIONS:

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. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section-197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

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

The Company has in place an 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, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board

MSR India Limited

Sd/-

Place: Hyderabad K V Rajasekhar Reddy

Date: 03.09.2018 Managing Director

(DIN:07120513)


Mar 31, 2016

To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2016 has been as under:

(Rs. In Lakhs)

Particulars

2015-2016

2014-2015

Total Income

17,709.53

8574.46

Expenditure

17,611.24

8520.83

Profit before exceptional items and Tax

98.29

53.63

Exceptional Item

-

-

Profit/(Loss) Before Tax

98.29

53.63

Less: Deferred Tax

-

-

Less: Provision of MAT

18.15

12.70

Net Profit/ (loss) after Tax

80.13

40.93

Balance Carried to Balance Sheet

80.13

40.93

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March 2016 and the date of Board''s Report. (I.e. 29/08/2016)

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business. PUBLIC DEPOSITS:

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

DIVIDEND:

The Company has declared 2% dividend on Face value of equity shares.

CORPORATE GOVERNANCE:

A Separate section titled "Report on Corporate Governance" along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:

Details of re-appointment /appointment of the director: K.V.Rajasekhar Reddy

PARTICULARS

DETAILS

Brief Resume of the Director

He is an mechanical engineering graduate and has been credited with developing DR. Copper which is the world''s 1st seamless Copper water bottle with a lot of health benefits. He is the main reason behind the successful R&D of DR.Copper in such a short time. In his tenure as Vice President (Production & Marketing) he has set up a digital marketing team which markets all the products of MSR INDIA LIMITED on various social platforms.

He has done an extensive market research on the DR.Copper project, he has also conducted market survey on usage of water bottles in India, which was used to analyze the water bottle market in India and has given a clear vision for the company on the market of water bottles and helped the company to identify its competitors.

He even has conducted a SWOT analysis on the DR. Copper product and had devised a cost effective marketing strategy accordingly. He has represented the company at many national and International events and has attracted many investors. He also played an instrumental role in obtaining all clearances from the government of telangana for the company''s new manufacturing unit.

He played a key role in bringing back the company to profits in 201415. After taking the charge as Vice President, he has restructured the administration process of the organization and has assigned KRA to all the employees. He has been effective in motivating the employees and extracting the best result from them.

He played a key role in increasing the distributor network for the company and has also been significant in launching the company''s new business verticals.

Nature of expertise in specific functional areas

MARKETING, FINANCE, OPERATIONS & R&D

Disclosure between directors inter-se

NIL

Names of Listed companies where the Director holds directorship and the membership of Committees of the board

NIL

INTER-SE TRANSFER:

Mr. M.Srinivasa Reddy Belonging to Promoter Category has transferred shares through Inter-se transfer to M. Malla Reddy (Brother), Padmavathi (Wife), Dheeraj (Son), Kanaka Vindya Prudhvi (Daughter) & Vijaya Lakshmi (Sister).

TRANSFER TO RESERVES:

The Company has transferred Rs. 75.68 Lakhs to the reserves for the purpose of dividevd.

DIVERSIFICATION INTO NEW VERTICALS:

The Company is happy to announce that it has entered into new verticals of business in the Current Financial Year

2016-17. The Company has diversified into following sector:

1. Extrusion & Forging: The Company has set up Extrusion and Forging unit at Jeedimetla plant. The Company has specialized in production of Special Purpose components for Aerospace and Defense Industry. The Company has recently received a work order from Vikram Sarabhai Space centre (ISRO) and has completed the same in a record time.

2. DR.COPPER: The Company''s brainchild DR.COPPER world''s first seamless copper water bottle is being manufactured at our Company''s Jeedimetla plant.

3. FMCG SECTOR: The Company has a built a state of art Manufacturing unit at Bowrampet. The Company will manufacture Pasta, Vermicelli, Chakki Atta, Suji Rava, Maaida, Energiam & Energy powder from this plant. The Company also will sell pulses and household grocery products.

4. e-COMERCE PORTAL: The Company is in the process of launching "monthlybasket.co.in" an e-commerce portal. Where the company plans to sell household groceries under single pack. The concept is unique and has a huge potential.

All the above sectors would give huge boost to the company''s revenue in the current fiscal year.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Koti Reddy Somala, Mr. Gundala Raju, and Mrs. Priyanka

Palacharla, Independent directors of the company to the effect that they are meeting the criteria of independence

as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

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

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that 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 AUDITORS:

M/s. Vijay Sai Kumar& Associates, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Vijay Sai Kumar& Associates., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDITOR:

M/s. Nirosha is the internal Auditor of the Company for FY 2015-16.

SECRETARIAL AUDITOR:

The Board had appointed M/s. S. S. Reddy & Associates, Practicing Company Secretaries, Hyderabad, having CP No.7478 to conduct Secretarial Audit for the financial year 2015-16, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR - 3 for the financial year 2015- 16 is enclosed herewith as Annexure A to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust growth in the industry.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: Rs.NIL Foreign Exchange Outgo: Rs. NIL

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 properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans or Guarantees during the year under review.

CREDIT & GUARANTEE FACILITIES:

The company has not given loans or Guarantees 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.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. Remuneration paid to Mr. K.V.Rajasekhar Reddy, Managing Director of the company of Rs. 22, 95,571 per annum which is well within the limits of Section 197 read with Schedule V of Companies Act, 2013. During the year, the Company had not entered into any other 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.

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 the 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, the ratio of remuneration to maiden employees is 1:1.99 times in case of Mr.K.V.Rajasekhar Reddy

Non-Executive Directors'' Compensation and Disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

CEO/ CFO Certification

The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 is provided elsewhere in this Annual Report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee''s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014

4. Non-Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

6. Buy back shares: The Company did not buy-back any shares during the period under review.

7. Preferential Allotment of Shares: The company did not allot any shares on preferential basis during the period under review.

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. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board

MSR India Limited

Sd/-

Place: Hyderabad K.V.Rajasekhar Reddy

Date: 29.08.2016 Managing Director

(DIN: 07120153)


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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