To the Members
The Directors have pleasure in presenting before you the Directors Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31stMarch 2017 has been as under:
(Rs. In Lakhs)
|Particulars ||2016-2017 ||2015-2016 |
|Total Income ||11260.44 ||17709.53 |
|Expenditure ||11149.23 ||17611.24 |
|Profit before exceptional items and Tax ||111.21 ||98.29 |
|Exceptional Item ||-- ||- |
|Profit/(Loss) Before Tax ||111.21 ||98.29 |
|Less: Deferred Tax ||-- ||- |
|Less: Provision of Current Tax ||20.57 ||18.15 |
|Net Profit/ (loss) after Tax ||90.64 ||80.13 |
REVIEW OF OPERATIONS:
The Directors wish to report that your company has achieved the turnover of Rs.11260.44 lakhs for the financial year ended 31.03.2017 as against Rs. 17709.53 lakhs forthe financial year ended 31.03.2016. The Profit after tax stood at Rs. 90.64 lakhs for thefinancial year ended 31.03.2017 as against Rs. 80.13 lakhs for the financial year ended31.03.2016.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There wereno material changesand commitmentsaffecting financial position of the companybetween 31st
March 2017 and the date of Boards Report. (I.e.26/08/2017)
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Boards Report there was no changein the nature of Business.
Your Company has not accepted any deposits falling within the meaning of Sec. 73 of theCompanies Act 2013andtheCompanies(AcceptanceofDeposits)Rules2014duringthefinancialyearunderreview.
The Company has not declared any dividendfor the financial year ended March 31 2017.
CAPITAL OF THE COMPANY:
The Authorised Share Capital of the Company is Rs. 32 00 00000 (Rupees Thirty TwoCrores only) divided into 6 40 00000 equity shares (Six Crore Forty Lakhs only) of Rs.5/- each only. The Paid up capital of the company is Rs. 31 44 00000 (Rupees Thirty OneCrores Fourty Four Lakhs only) divided into 6 28 80000 equity shares (Six Crore TwentyEight 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 persection-131 of the Companies Act 2013.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure 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 impacton the going concern status and the Companys operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the year the Company has not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe 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 withrelated party transactions as approved by the Board may be accessed on the Companyswebsite at www.msrindia.in.
BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 8 (Eight) times on 13.04.2016 29.04.2016 29.05.201613.08.201629.08.2016 11.11.2016 13.02.2017 and 17.02.2017 in respect of which meetingsproper notices were given and the proceedings were properly recorded and signed in theMinutes Book maintained for the purpose.
A Separate section titled "Report on Corporate Governance" along with theAuditors Certificate on Corporate
Governance as stipulated under Regulation 34 read with Schedule V of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review which forms part ofAnnual Report pursuant to the SEBI (LODR) Regulations 2015.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9 as a part of this Annual Report.
The Company has put in place a mechanism to identify assess monitor and mitigatevarious risk associated with the business. Major risk identified are systematicallydiscussed at the meeting of the Audit committee and Board of Directors of the company Inline with the new regulatory requirement the company has framed the Risk Managementpolicy to identify and assess the key risk areas monitor and report compliance andeffectiveness of the policies and procedures.
COMMITTEES OF THE BOARD:
The Board of Directors of the Company had already constituted various Committees incompliance with the provisions of the Companies Act 2013/Listing Agreement and SEBI(LODR) Regulations 2015 viz. Audit committee Nomination and Remuneration CommitteeStakeholders Relationship Committee.
During the year under review in compliance with the provisions of the listingAgreement and SEBI (LODR) Regulations 2015 the Board had also constituted the RiskManagement Committee.
All decisions pertaining to the constitution of Committees appointment of members andfixing of term of reference/role of the committee are taken on record by the Board ofDirectors.
Details of the role and constitution of committees including the number of meetingsheld during the financial year and attendance at meetings are provided in the corporategovernance section of the Annual Report.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. Mr.M S Reddy belonging to promotor category hastransferred 4685274 equity shares through inter-se transfer to M vijaylakshmi. The Boardand the Nomination and Remuneration Committee reviewed the performance of the individualDirectors on the basis of the criteria such as the contribution of the individual Directorto the Board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc. In addition thechairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated. Themanner in which the evaluation was carried out and the process adopted has been mentionedout in the Report on Corporate Governance.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Koti Reddy Somala Mr. Gundala Rajuand Mrs. S. Bharathi Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm 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 them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe 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 that such internal financial controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES:
The company does not have any subsidiary Joint venture or associate company which havebecome or ceased to be its subsidiaries joint venture or associate company during theyear.
DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
M/s. Vijay Sai Kumar& Associates Statutory Auditors of the company retires at theensuing annual general meeting and is eligible for reappointment. As required under theprovisions of Section-139 of the Companies Act 2013 the Company has received a writtenconsent from the auditors to their re-appointment and a certificate to the effect thattheir re-appointment if made would be in accordance with the Companies Act 2013 and therules framed there under and that they have satisfied the criteria provided in Section-141of the Companies Act 2013.
The Board recommends the re-appointment of M/s. Vijay Sai Kumar& Associates. asthe statutory auditors of the Company from the conclusion of this Annual General meetingtill the conclusion of the next Annual General Meeting.
Mr. P Srinivas is the internal Auditor of the Company for FY 2016-17.
The Board had appointed M/s. Sambhu Prasad M& Associates Practicing CompanySecretaries Hyderabad having CPNo.11723 to conduct Secretarial Audit for thefinancial year 2016-17 pursuant to the provisions of Section-204 of the Companies Act2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit Report in Form MR-3 for the financial year 2016- 17 isenclosed herewith as Annexure- A to this Report. The Secretarial Audit Report does notcontain any observation or adverse remark.
Pursuant to the provisions of Section-134(3) (f) & Section-204 of the CompaniesAct 2013 Secretarial audit report as provided by M/s Sambhu Prasad M & AssociatesPracticing Company Secretaries is annexed to this Report as annexure.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company will adopt Indian Accounting Standards with effect from 01stApril2017. The implementation of Indian Accounting Standards (IAS) is a major change processfor which the Company has set up a dedicated team and is providing desired resources forits completion within the time frame. The impact of the change on adoption of said IAS isbeingassessed.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for theyear ended March 31 2017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust growth in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted the same.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the Company does not has the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more a net profit of Rs. 5 Crores or more during the financial yearor Section 135 of the Companies Act 2013 relating to Corporate Social Responsibility isnot applicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing 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 providedhereunder:
A. Conservation ofEnergy:
Your Companys operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase 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.1 34094/- Foreign Exchange Outgo: Rs. NIL
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
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 availed credit facilities of Rs.1 300.00 Lacs from Central Bank ofIndia Khairatabad Branch Hyderabad
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arms lengthbasis. Remuneration paid to Mr. K.V.Rajasekhar
Reddy Managing Director of the company of Rs. 44.38 lacs per annum which is wellwithin the limits of Section 197 read with Schedule V of Companies Act 2013. During theyear the Company had not entered into any other contract/arrangement/transaction withrelated parties which could be considered material in accordance with the policy of thecompany on materiality of related party transactions. The Policy on materiality of relatedparty transactions and dealing with related party transactions as approved by the Boardmay be accessed on the Companys 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 theCompanies (Appointment & Remuneration) Rules 2014 the ratio of remuneration tomaiden 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 ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
CEO/ CFO CERTIFICATION
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2016-17 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 disclosuresis not required.
The company is in compliance with Secretarial Standards issued by The Institute ofCompany 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 followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring 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) Rules2014.
2. Issue of shares with differential rights: The Company has not issued any shareswith 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 employees stock option scheme: The Companyhas not issued any equity shares under
Employees Stock Option Scheme during the year under review and hence no information asper provisions of Section-62 (1) (b) of the Act read with Rule12 (9) of the Companies(Share Capital and Debenture) Rules 2014.
4.Non- Exercising of voting rights: During the year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section-67(3) of the Act read with Rule 16 (4) ofCompanies (Share Capital and Debentures ) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The Company did not purchase or give any loans for purchase of its shares.
6. Buybackshares:The Company did not buy-back any shares during the periodunder review.
7. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company. None of the employeesis drawing Rs. 1000000/- and above per month or Rs.12000000/- and above in aggregateper annum the limits prescribed under Section-197(12) of Companies Act 2013 read withRule 5 of Companies (Appointment & Remuneration Of Managerial Personnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
|No. of complaints received: ||Nil |
|No. of complaints disposed off: ||Nil |
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued 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: 26.08.2017 ||Managing Director |
| ||(DIN: 07120153) |