Microse India Limited
Your Directors take pleasure in presenting the 29th Annual Report along withAudited Financial Statements of your Company for the Financial Year ended March 312017.
1. KEY FINANCIAL HIGHLIGHTS:
|Particulars ||For the Year ended March 31 2017 ||For the Year ended March 31 2016 |
| ||(Rs.) ||(Rs.) |
|Income ||289532 ||36465670 |
|Expenditure ||(9827562) ||(35867089) |
|Profit / (Loss) before Tax ||(9538030) ||598581 |
|Deferred Tax/ Current Tax ||(85) ||(44253) |
|Profit/ (Loss) after Tax ||(9538115) ||554328 |
Since the Company has incurred losses your Directors thought it prudent not torecommend any dividend.
3. TRANSFER TO RESERVES:
The Company has not proposed to transfer any amount to the General Reserve out ofamount available for appropriation.
4. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL 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. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO (SECTION 134(3Hml OF THE COMPANIES ACT 2013:
With the kind of activities carried out by the Company it has not spent anysubstantial amount on conservation of energy and technology absorption stipulated underSection 134(m) of the Companies Act 2013. There is no earning and expenses in foreigncurrency.
6. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has not earned any Foreign Exchange in terms of actual inflows during theyear and the Foreign Exchange outgo during the year in terms of actual outflows as Companyoperates at domestic level.
7. CHANGE IN THE NATURE OF THE BUSINESS:
There has been no change in the nature of business of the Company during the year underreview.
8. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith the Companies (Management and Administration) Rules 2014 in the prescribed FormMGT-9 is hereby attached with this Report in ANNEXUREI and is a part of this Report as on31st March 2017.
9. DETAILS OF NEW SUBSIDIARY/ TOINT VENTURES/ASSOCIATE COMPANIES:
During the year under review your Company has not undergone any CorporateArrangements Restructuring or changes and hence the Company has no new subsidiariesassociates and joint venture companies.
10.DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ TOINT VENTURES/ASSOCIATECOMPANIES:
During the year under review no Company has ceased to be subsidiary associate andjoint venture Company of your Company.
11.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:
There was no order passed by any of the Regulator or Court or Tribunal which has animpact on the operations of the Company or affecting the Going Concern status of theCompany.
Your Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made there under.
13.MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis report is provided in ANNEXURE II which formspart of this report.
14.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 functioningeffectively. These have been established at the entity and process levels and are designedto ensure compliance to internal control requirements regulatory compliance andappropriate 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.
15.DETAILS OF MEETING OF BOARD OF DIRECTORS:
The Board met twelve times during the year. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 and the SEBI (ListingObligations and Disclosures Requirements) Regulation 2015. The details of which aregiven below:
|Sr. No. ||Date of Meetings ||Venue and time of the meeting ||Directors present ||Directors to whom leave of absence was granted |
|1 ||20/04/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||2 |
|2 ||30/05/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||5 ||Nil |
|3 ||14/06/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||2 |
|4 ||05/07/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||2 |
|5 ||10/08/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||5 ||Nil |
|6 ||07/09/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||5 ||Nil |
|7 ||31/10/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||2 |
|8 ||11/11/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||5 ||Nil |
|9 ||26/12/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||2 |
|10 ||05/01/2017 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||2 |
|11 ||14/02/2017 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||5 ||Nil |
|12 ||14/03/2017 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||2 |
16. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Changes in Directors and Key managerial personnel are as follows.
|Sr. No ||Name of the Director / Key managerial personal ||Particulars ||Date of Appointment / resignation / Change in Designation |
|1 ||Mr. Manojkumar Omprakash Chaudhari ||Re-appointment as CEO ||7th September 2016 |
|2 ||Mr. Narottam Chaturvedi ||Re-appointment as CFO ||7th September 2016 |
|3 ||Ms. Nisha Garg ||Change in Designation ||30th September 2016 |
17. 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 2013.In view of the above provisions your Company has following Independent Directors:
|Sr. No. ||Name of the Independent Director ||Date of appointment / Re-appointment ||Date of passing of special resolution (if any) |
|1. ||Mr. Vijay Kumar Jain ||20/03/2015 ||NA |
|2. ||Mr. Gajendranath Chaturvedi ||20/03/2015 ||NA |
18. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of three Directors with twoIndependent Directors and one Non-Executive Director and the Chairman being the
Independent Director. The said constitution is in accordance with the provisions ofSection 178 of the Companies Act 2013. The Committee acts in accordance with the Terms ofReference as approved and adopted by the Board. The Nomination and Remuneration Policy isattached as per ANNEXURE-III
The Composition of the Nomination and Remuneration Committee is as under:
CHAIRMAN: Mr. Vijay Kumar Jain (Independent Director)
> Mr. Gajendra Nath Chaturvedi (Independent Director)
> Ms. Nisha Garg (Non-Executive Director)
The meeting of Nomination & Remuneration Committee was held on September 07 2016and all members were present
19. AUDIT COMMITTEE:
In accordance with the provisions of Section 177 of the Companies Act 2013 yourCompany has constituted an Audit Committee comprising of minimum three Directorsconsisting of two Non- Executive Independent Directors and one Executive Director with theChairman being Independent director. The Audit Committee acts in accordance with the Termsof Reference specified by the Board in writing.
CHAIRMAN: Mr. Gajendra Nath Chaturvedi (Independent Director)
> Mr. Shyam Sunder Agrawal; (Executive Director)
> Mr. Vijay Kumar Jain (Independent Director)
Details of Meeting of Audit Committee:
|Sr. No. ||Date of Meetings ||Venue and time of the meeting ||Directors present ||Directors to whom Leave of absence was granted |
|1 ||30/05/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||N.A. |
|2 ||10/08/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||N.A. |
|3 ||11/11/2016 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||N.A. |
|4 ||14/02/2017 ||421 Maker Chamber V Nariman Point Mumbai- 400021 ||3 ||N.A |
The functions of the Audit Committee are stated below:
(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 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 title chairperson of theAudit Committee in appropriate and exceptional cases.
20. 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 for directorsand employees to report their concerns. The policy provides the procedure and otherdetails required to be known for the purpose of reporting such grievances or concerns. TheVigil Mechanism Policy is attached as per ANNEXUREIV
21. 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. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval;
4. Reviewing with the management the quarterly financial statements before submissionto the board for approval;
5. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;
6. Approval or any subsequent modification of transactions of the company with relatedparties;
* 7. Scrutiny of inter-corporate loans and investments;
8. Valuation of undertakings or assets of the company wherever it is necessary;
9. Evaluation of internal financial controls and risk management systems;
10. Reviewing with the management performance of statutory and internal auditorsadequacy of the interned control systems;
11. 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;
12. 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;
13. 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;
22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As the company is not falling under the criteria mentioned for constitution ofCorporate Social Responsibility Committee and spending CSR expenditure under Section 135of the Companies Act 2013 the same is not applicable to the Company.
23. 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.
24. 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.
25. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements referred to in Section 188(1) ofCompanies Act 2013 entered by the Company with related party(ies) as defined under theprovisions of Section 2(76) of the Companies Act 2013 during the financial year underreview are furnished in Form AOC-2 and is attached as ANNEXURE V and forms part of thisReport
26. RISK MANAGEMENT FRAMEWORK:
The Company have Risk Management framework to inform the Audit Committee and Boardmembers about the risk assessment and minimization procedures and periodical review toensure that Executive Management controls risk by means of properly designed framework.
The Company's framework of risk management process provides clear basis for informeddecision making at all levels of the organization on an ongoing basis having dulyevaluated likely risk and their mitigation plans being controllable and within riskappetite. There are no elements of risk which in the opinion of the Board may threatenthe existence of the Company.
27. ANNUAL EVALUATION OF THE BOARD PERFORMANCE:
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 individualDirectors) 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 has been carried by your company during the year under reviewas per the evaluation criteria approved by the Board and based on guidelines given inSchedule 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 appropriate rating asExcellent 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 March 312016.
iv) of the Chairperson of your Company by Ihe Independent Directors in separate meetingheld on March 31 2016 after taking into account the views of the Executive/Non-ExecutiveDirectors.
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.
M/s. Chunnilal and Company having firm registration no. 101947W was appointed asStatutory Auditor of the Company via Ordinary Resolution passed in the 27thAnnual General Meeting to hold office from the conclusion of 27* Annual General Meetinguntil the conclusion of 321 Annual General Meeting for the period of Fiveyears subject to the ratification in every Annual General Meeting.
Your Directors recommend their ratification in the upcoming 29th AnnualGeneral Meeting for auditing the books of accounts of the Company for the F.Y 2016-17.
29.EOUITY SHARES WITH DIFFERENTIAL RIGHTS:
Your Company has not issued any equity shares with differential voting Rights.
30. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:
A. None of the employees of the Company is drawing remuneration in excess of limitsprescribed under Rule (5) (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
B. The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in form MGT-9- Extract of the Annual Return (ANNEXURE-I)
31 .PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) & 5(2) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 are provided inANNEXURE VI which forms part of this report.
32.EMPLOYEES' STOCK OPTION PLAN:
Your Company has not issued any Employee Stock Option Plan to their employees.
33. SWEAT EQUITY SHARES:
Your Company has not issued any number of Sweat Equity Shares according to Section 54of the Companies Act 2013.
34.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 2016-17.
35. 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 is set out in the ANNEXURE VII to this report. There are no qualificationsreservations or adverse remarks or any disclaimer that have been made by the SecretarialAuditor.
36. CORPORATE GOVERNANCE:
The Corporate Governance provision of SEBI (LODR) Regulation 2015 is not applicable tothe Company.
37.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 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 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 and with aid down internal financial controls to be followed by thecompany and that such systems were adequate and operating effectively.
Your Directors appreciate and acknowledge the unstinted commitment and valuablecontribution made by the employees of the Company at all levels. The Directors also takethis as an opportunity to express their gratitude to all the Stakeholders of the Companyviz. customers members of medical profession investors banks regulators for theircontinued support during the year under review.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
MICROSE INDIA LIMITED
|Shyanji Sunder Agrawal ||Satirabh Garg |
|Director ||Director |
|DIN:00355837 ||DIN: 00376890 |
|Address: 204 Tahnee Heights ||Address: 204 Tahnee Heights |
|Chs Ltd Nepeansea Road Mumbai - 400 006 ||Nepeansea Road |
| ||Mumbai - 400 006 |
|Date: 11/08/2017 || |
|Place: Mumbai || |