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Microse India Ltd.

BSE: 523343 Sector: Financials
NSE: N.A. ISIN Code: INE809F01015
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Microse India Ltd. (MICROSEINDIA) - Director Report

Company director report

To

The Members Microse India Limited

Your Directors take pleasure in presenting the 27th Annual Report along withAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2015.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS :

Particulars For the Year ended 31sl March 2015 For the Year ended 31st March 2014
(Rs.) (Rs.)
Income 90222724 45766395
Expenditure 89306569 52946173
Profit/ (Loss) before Depreciation and Tax 923848 (7169466)
Depreciation 7693 10312
Profit / (Loss) before Tax 916155 (7179778)
Deferred Tax/Current Tax 2092 2558
Profit/ (Loss) after Tax 766155 (7179778)

During the year under review your Company has reported a total income of Rs.90222724/- which has increased by Rs. 44456329 i.e by 49.27% as compared to theprevious year.

2. DIVIDEND:

With a view to past losses which resulted in erosion of reserves and conservation ofresources for future betterment the Board of Directors do not recommend any dividend forthe year.

3. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO (SECTION 134 131 (ml OF THE COMPANIES ACT 2013:

Since there is no manufacturing carried on by the Company particulars required to begiven in the terms of Section 134(3) (c) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 regarding Conservation of energy and TechnologyAbsorption is not applicable.

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

There has been no material changes and commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report;

5. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD

The Financial Statement of the Company/Board Report is not required to be revisedduring the Financial Year 2014-2015 as the same is as per Section 131 of the CompaniesAct 2013.

6. ANNUAL - RETURN EXTRACTS

Extracts of the Annual Return as provided in Section 92(3) of the Companies Act 2013in MGT-9 is attached as Annexure-I

7. Details of New Subsidiary/ Joint ventures/Associate Companies N.A.

Name of Company Subsidiary / Joint ventures/ Associate Company Date of becoming of Subsidiary / Joint ventures/ Associate Company.
N.A. N.A. N.A.

8. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATECOMPANIES. N.A.

Name of Company Subsidiary / Joint ventures/ Associate Company Date of cession of Subsidiary / Joint ventures/ Associate Company.
N.A. N.A. N.A.

9. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE;

Name of Authority who has issued an order. Date of Order. Particulars of Order.
NA NA NA

10. DEPOSITS:

During the year the Company has not accepted any deposits covered under section 73 to76 under the Companies Act 2013.

11. INTERNAL FINANCIAL CONTROL:

The Board of Directors is responsible for ensuring that internal financial controlshave been laid down in the Company and that such controls are adequate and are functioningeffectively. Microse India Ltd. has policies procedures control frameworks andmanagement systems inplace that map into the definition of Internal Financial Controlsasdetailed in the Companies Act 2013. These have been established at the entity and processlevels and are designed to ensure compliance to internal control requirements regulatorycompliance and appropriate recording of financial and operational information.

The company has adequate internal control system in place on the basis of whichfinancial accounting is done and periodically financial statements are prepared. SuchInternal control systems are adequate and operating effectively.

12. BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. TheBoard met nine times during the year. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and the Listing Agreement. The detailsof which are given below:

Date of Meetings

15th May 2014

26th May 2014

5th August 2014

2nd September 2014

5th November 2014

8th December 2014

21st January 2015

10th February 2015

20th March 2015

13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL.

Changes in Directors and Key managerial personnels are as follows.

Name of the Director/Key managerial personal Particulars Date of Appointment and resignation
Ms Nisha Garg Appointment as an Additional Director March 20 2015
Mr. Vijay Kumar Jain Appointment as Independent Director March 20 2015
Mr.Gajendranath Chaturvedi Appointment as Independent Director March 20 2015
Mr.Manojkumar Omprakash Chaudhari Appointment as Chief Executive Officer (CEO) March 20 2015
Mr.Narottam Chooran Chand Chaturvedi Appointment as Chief Financial Officer (CFO) March 20 2015

14. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6)OF THE COMPANIES ACT 2013:

The Company has received the necessary declaration from each Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013and Clause 49 of the Listing Agreement. In view of the above provisions your Company hasfollowing Independent Directors:

Name of the Independent Director Date of appointment / Reappointment Date of passing of special resolution (if any)
Mr. Vijay Kumar Jain Appointment as Independent Director NA
Mr. Gajendranath Chaturvedi Appointment as Independent Director NA

15. NOMINATION AND REMUNERATION COMMITTEE:

The 'Nomination and Remuneration Committee' consists of three Directors with twoindependent directors and one executive director with the Chairman being the IndependentDirector and the said constitution is in accordance with the provisions of Section 178 ofthe Companies Act 2013. The Committee acts in accordance with the Terms of Reference asapproved and adopted by the Board.

The Composition of the Committee is as under:

Chairman: Mr. Vijay Kumar Jain

Members: Mr. GajendraNath Chaturvedi Mr. Sunder Agrawal and Mr. Saurabh Garg

16. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act 2013 yourCompany has constituted an "Audit Committee" comprising of minimum threedirectors consisting of two non- executive Independent directors and one executivedirector with the Chairman being Independent director. The Audit Committee acts inaccordance with the Terms of Reference specified by the Board in writing.

Chairman: Mr. Gajendra Nath Chaturvedi

Members: Mr. Shyam Sunder Agrawal Mr. Saurabh Garg Mr. Vijay Kumar Jain

The functions of the Audit Committee are broadly :

(a) Overview of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

(b) Review and monitoring of internal control system and compliance of auditobservations of the Auditors

(c) Review of the financial statements before submission to the Board.

(d) Supervision of other financial and accounting matters as may be referred to by theBoard.

(e) Reviewing with the management performance of statutory and internal auditors andadequacy of internal control systems

(f) Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as have post-audit discussion to ascertain any area of concern.

(g) Reviewing the company's financial and risk management policies.

(h) Overseeing vigil mechanism for adequate safeguards against victimization of personswho use such mechanism and make provision for direct access to the chairperson of theAudit Committee in appropriate and exceptional cases.

17. THE VIGIL MECHANISM:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 forreporting the genuine concerns or grievances or concerns of actual or suspected fraud orviolation of the Company's code of conduct. The said Mechanism is established fordirectors and employees to report their concerns. The policy provides the procedure andother details required to be known for the purpose of reporting such grievances orconcerns.

18. ACCEPTANCE OF RECOMMENDATIONS OF THE AUDIT COMMITTEE

The Management acted upon the observations and suggestions of the Audit Committee:

1. Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval;

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

8. Approval or any subsequent modification of transactions of the company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the company has been incurring losses until last year it was not obligatory uponthe company to form a CSR committee pursuant to Section 135 of the Companies Act 2013 andthe Rules made there under.

20. QUALIFICATION GIVEN BY THE AUDITORS

There are no qualifications reservation or adverse remarks or disclaimers made by theStatutory Auditors of the Company in their report.

21. LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

The company has not given any loan or guarantee or provided security in connection witha loan to any other body corporate during the year.

22. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The Company has not entered into transactions with related parties in accordance withthe provisions of the Section 188 of Companies Act 2013 and the rules made thereunder.

23. RISK MANAGEMENT.

Your Directors have enlarged mandate of Audit Committee to include responsibility toassist the Board in (i) overseeing and approving the company's enterprise wide riskmanagement framework; and (ii) periodic appraisal to assess any change needed in thecontext of changing business environment

24. PERFORMANCE EVALUATION

The company has in place a policy on performance evaluation of independent directorsboard committees and individual directors the board of directors evaluates its ownperformance in terms of operations of the company financial results etc. the performanceof committee(s) is evaluated by the board based on effectiveness of committee itsfunctioning and decisions etc. the board also reviews the performance of individualdirector(s) based on the contribution of the individual director to the board/ committeemeetings participation in discussions inputs given in the meeting.

As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on Code of conduct for Independent Directors a comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during the year under review as per the evaluation criteria approved by the Boardand based on guidelines given in Schedule IV to the Companies Act 2013.

For the purpose of carrying out performance evaluation exercise four types ofEvaluation forms were devised in which the evaluating authority has allotted to theindividual Director the Board as a whole its Committees and the Chairperson appropriaterating as Excellent Very Good Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out

(i) of Independent Directors by the Board

(ii) of Non-Independent Directors by all the Independent Directors in separate meetingheld for the purpose

(iii) of the Board as a whole and its Committees by all the Independent Directors inseparate meeting held for the purpose on 30th March 2015.

(iv) of the Chairperson of your Company by the Independent Directors in separatemeeting held on 31st March 2015 after taking into account the views of theExecutive/Non-Executive Directors

(v) of individual Directors by the Nomination and Remuneration Committee

Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

25. AUDITORS:

The Auditor of the Company M/s. Parekh Shah & Lodha Chartered Accountants haveexpressed their unwillingness to continue as Auditors of the Company. At the AnnualGeneral Meeting members are requested to appoint M/s Chunnilal & Company FirmRegd.No. 101947W as the Statutory Auditors of the Company to hold office from theconclusion of ensuing Annual General Meeting till the conclusion of 32nd AnnualGeneral Meeting subject to ratification in every Annual General Meeting by theShareholders on such remuneration as may be determined by the Board in consultation withthe Auditors.

The Company has received letter from M/s Chunnilal & Company Firm Regd.No. 101947Wto the effect that their appointment if made would be within the prescribed limits ofthe Companies Act 2013 and that they are not disqualified for appointment.

26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS

Your Company has not issued any equity shares with deferential voting Rights.

27. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL;

Your company has paid remuneration to Mr. Manojkumar Omprakash Chaudhari (CEO) and Mr.Narottam Chooran Chand Chaturvedi (CFO) (Refer Annexure VI)

(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year: N.A.

(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: N.A.

(iii) the percentage increase in the median remuneration of employees in the financialyear: N.A.

(iv) the number of permanent employees on the rolls of company: N.A.

(v) the explanation on the relationship between average increase in remuneration andcompany performance: N.A.

(vi) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:

Particulars Amount (In Rs)
Aggregate Remuneration of KMP in Financial Year 2014 -2015 (For 12 days from date of Appointment- 20/03/2015 to 31/03/2015) 20000
Revenue 90222724
Remuneration of KMPs (as % of revenue) 0.022%
Profit before Tax (PBT) 916155
Remuneration of KMPs (as % of PBT) 2.18%

(vii) variations in the market capitalisation of the company price earnings ratio asat the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the company incomparison to the rate at which the company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe company as at the close of the current financial year and previous financial year:N.A.

(viii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A.

(ix) comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company:

Particulars Key Managerial Personnel - Mr. Manojkumar Omprakash Chaudhari (CEO) Key Managerial Personnel - Narottam Chooran Chand Chaturvedi (CFO)
Aggregate Remuneration of KMP in Financial Year 2014 -2015 (For 12 days from date of Appointment- 20/03/2015 to 31/03/2015) 10000 10000
Revenue 90222724 90222724
Remuneration of KMPs (as % of revenue) 0.011 0.011
Profit before Tax (PBT) 916155 916155
Remuneration of KMPs (as % of PBT) 1.09 1.09

(x) the key parameters for any variable component of remuneration availed by thedirectors: N.A.

(xi) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year: N.A.

(xii) affirmation that the remuneration is as per the remuneration policy of thecompany:

The remuneration is as per the remuneration policy of the company.

Explanation.- For the purposes of this rule.-(i) the expression "median"means the numerical value separating the higher half of a population from the lower halfand the median of a finite list of numbers may be found by arranging all the observationsfrom lowest value to highest value and picking the middle one;

(ii) if there is an even number of observations the median shall be the average of thetwo middle values.

28. PARTICULARS OF EMPLOYEES:

None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5) (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

29. EMPLOYEES' STOCK OPTION PLAN:

Your Company has not issued any Employee Stock Option Plan to their employees asCompany is not burgeoning rather is reviving from heavy losses.

30. SWEAT EQUITY SHARES:

Your Company has not issued any no. of Sweat equity shares according to section 54 ofthe Companies Act 2014. Since the shares are not issued the details of issuance of sweatequity shares to its directors/ employees in accordance with Section 54 of the CompaniesAct 2013 read with Rule 8 of the Companies (Share Capital and Debentures) Rules 2014 isnot applicable.

31. BOARD EVALUATION MECHANISM

Pursuant to the provisions of Companies Act 2013 the Board has carried out the annualperformance evaluation of its own performance that of individual Directors as well asevaluation of its committees. The evaluation criteria as defined in the Nomination andRemuneration Policy of the Company covered various aspects of Board such as compositionperformance of specific duties obligations and governance.

The performance of individual directors was evaluated on parameters such as number ofmeetings attended contribution made in the discussions contribution towards formulationof the growth strategy of the Company independence of judgement safeguarding theinterest of the Company and minority shareholders time devoted apart from attending themeetings of the Company etc. The Directors have expressed their satisfaction with theevaluation process.

32. LISTING ON STOCK EXCHANGES

Your company's equity shares are listed on The Bombay Stock Exchange Mumbai (BSE). Thecompany has paid the listing fees to the stock exchanges for the financial year 2014-15.

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and such internal financial controls are adequate and operating effectively

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws andwith aid down internal financial controls to be followed by thecompany and that such systems were adequate and operating effectively.

34. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report as submitted by M/s. Akash Jain Practising CompanySecretaries who were appointed as the Secretarial Auditors of the Company by the Board isset out in the Annexure to this report. There are no qualifications reservations oradverse remarks or any disclaimer that have been made by the Secretarial Auditor.

35. ACKNOWLEDGEMENT:

Your Directors place on record their sincere gratitude for the assistance guidance andcooperation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board

Shyarr Sunder Agrawal Saiuabh fcarg
(Chairperson and Director Director
E*INjjbo355837 Din:00376890
Place : Mumbai
Date : 27/05/2015