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MSR India Ltd.

BSE: 508922 Sector: Engineering
NSE: N.A. ISIN Code: INE331L01026
BSE 00:00 | 29 May 8.34 -0.43
(-4.90%)
OPEN

9.20

HIGH

9.20

LOW

8.34

NSE 05:30 | 01 Jan MSR India Ltd
OPEN 9.20
PREVIOUS CLOSE 8.77
VOLUME 2921
52-Week high 10.80
52-Week low 5.02
P/E 69.50
Mkt Cap.(Rs cr) 52
Buy Price 8.34
Buy Qty 10.00
Sell Price 8.34
Sell Qty 236.00
OPEN 9.20
CLOSE 8.77
VOLUME 2921
52-Week high 10.80
52-Week low 5.02
P/E 69.50
Mkt Cap.(Rs cr) 52
Buy Price 8.34
Buy Qty 10.00
Sell Price 8.34
Sell Qty 236.00

MSR India Ltd. (MSRINDIA) - Director Report

Company director report

To

The Members

MSR India Limited

The Directors have pleasure in presenting before you the Director's Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2019.

1. Financial summary/highlights:

The performance during the period ended 31st March 2019 has been as under:

(Amount In र)
Particulars

Standalone

2018-19 2017-18
Turnover/Income (Gross) 19138.72 14003.63
Other Income 11.22 18.51
Profit/loss before Depreciation Finance Costs 645.21 610.23
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment 311.81 310.54
Profit /loss before Finance Costs Exceptional items 333.40 299.69
and Tax Expense 97.03
Less: Finance Costs 230.81
Profit /loss before Exceptional items and Tax Expense 102.51 202.66
Add/(less): Exceptional items - -
Profit /loss before Tax Expense 102.51 202.66
Less: Tax Expense (Current & Deferred) 52.64 25.66
Profit /loss for the year (1) 49.87 177.06
Total Comprehensive Income/loss (2) - -
Total (1+2) 49.87 177.01
Balance of profit /loss for earlier years 49.87 177.01
Less: Transfer to Debenture Redemption Reserve - -
Less: Transfer to Reserves - -
Less: Dividend paid on Equity Shares - -
Less: Dividend paid on Preference Shares - -
Less: Dividend Distribution Tax - -
Balance carried forward 49.87 177.01

2. Overview & state of the company's affairs:

The Directors wish to report that your company has achieved the turnover of Rs 19138.72lakhs for the financial year ended 31.03.2019 as against र 14003.63 lakhs for thefinancial year ended 31.03.2018 The Profit after tax stood at र 49.87 Lakhs for thefinancial year ended 31.03.2019 as against र 177.01 lakhs for the financial year ended31.03.2018.

3. Dividend:

Keeping the Company's growth plans in mind your Directors have decided not torecommend dividend for the year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.

5. Material changes & commitment affecting the financial position of the company :

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred during the end of the Financial Year of the Company towhich the financial statements relate and the date of the report.

6. Significant & material orders passed by the regulators or courts or tribunals:

No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.

7. Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor andEducation and Protection Fund for the financial year ended 31st March 2019.

8. Revision of financial statements:

There was no revision of the financial statements for the year under review.

9. Change in the nature of business if any:

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

10. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March312019 and as such no amount of principal or interest on public deposits was outstandingas on the date of the balance sheet.

Details of deposits not in compliance with the requirements of the Act:

Since the Company has not accepted any deposits during the Financial Year ended March312019 there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company is requiredto file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 foroutstanding receipt of money/loan by the Company which is not considered as deposits.

The Company would be complying with this requirement within the prescribed timelines.

11. Depository System:

SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate thatthe transfer except transmission and transposition of securities shall be carried out indematerialized form only with effect from 1st April 2019. In view of the numerousadvantages offered by the Depository system as well as to avoid frauds members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the depositories. The Company has directly as well as through its RTA sentintimation to shareholders who are holding shares in physical form advising them to getthe shares dematerialized.

12. Capital of the company:

The Authorized Share Capital of the Company is र 3200 00 000 (Rupees Thirty-TwoCrores only) divided into 64000000 equity shares (Six Crore Forty Lakhs only) of Rs.5/- each only. The Paid -up capital of the company is र 3144 00000 (Rupees Thirty-oneCrores Forty-four Lakhs only) divided into 6 28 80000 equity shares (Six Crore Twenty-Eight Lakhs Eighty Thousand only) of Rs.5/- each.

13. Details of utilization of funds:

During the year under review the Company has not raised any funds through PreferentialAllotment or Qualified Institutions Placement as specified under Regulation 32(7A) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

14. Selection and procedure for nomination and appointment of directors:

The Company has a Nomination and Remuneration Committee (“NRC”) which isresponsible for developing competency requirements for the Board based on the industryand strategy of the Company. The Board composition analysis reflects an in-depthunderstanding of the Company including its strategies environment operations andfinancial condition and compliance requirements.

The NRC makes recommendations to the Board in regard to appointment of new Directorsand Key Managerial Personnel (“KMP”) and senior management. The role of the NRCencompasses conducting a gap analysis to refresh the Board on a periodic basis includingeach time a Director's appointment or re-appointment is required. The NRC is alsoresponsible for reviewing the profiles of potential candidates' vis-a-vis the requiredcompetencies undertake a reference and due diligence and meeting of potential candidatesprior to making recommendations of their nomination to the Board.

The appointee is also briefed about the specific requirements for the positionincluding expert knowledge expected at the time of appointment.

15. Criteria for determining qualifications positive attributes and independence of adirector:

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of theListing Regulations the NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors the key features of which are asfollows:

Qualifications - The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise.

Positive Attributes - Apart from the duties of Directors as prescribed in the Act theDirectors are expected to demonstrate high standards of ethical behaviour communicationskills and independent judgment. The Directors are also expected to abide by therespective Code of Conduct as applicable to them.

Independence - A Director will be considered independent if he / she meets the criterialaid down in Section 149(6) of the Act the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

16. Training of Independent Directors:

Your Company's Independent Directors are highly qualified and have been associated withcorporate and business organizations. They understand Company's business and activitiesvery well however pursuant to Regulation 4 of the Listing Regulations the Board hasshown all the Independent Directors Company's business and manufacturing activities andwere also introduced to Company's staff.

17. Training of Independent Directors:

Your Company's Independent Directors are highly qualified and have been associated withcorporate and business organizations. They understand Company's business and activitiesvery well however pursuant to Regulation 4 of the Listing Regulations the Board hasshown all the Independent Directors Company's business and manufacturing activities andwere also introduced to Company's staff.

18. Independent director's familiarization programmes:

The familiarization program aims to provide the Independent Directors with the scenariowithin the software technology/services the socio-economic environment in which theCompany operates the business model the operational and financial performance of theCompany significant development so as to enable them to take well-informed decisions intimely manner. The familiarization programme also seeks to update the Directors on theroles responsibilities rights and duties under the Act and other statutes. The policy onCompany's familiarization programme for Independent Directors is hosted on your Company'swebsite and its web link is http://www.msrindia.in

19. Board Evaluation

The Board of Directors of the Company carried out annual evaluation of its ownperformance Committees of the Board and individual Directors pursuant to variousprovisions under the Act Regulation 17 19 and Schedule II of the Listing Regulationsthe SEBI circular dated January 5 2017 circular dated January 10 2019 which providesfurther clarity on the process of Board Evaluation (“SEBI Guidance Note”) andSEBI circular dated February 5 2019

The Company has implemented a system of evaluating performance of the Board ofDirectors and of its Committees and individual Directors on the basis of a structuredquestionnaire which comprises evaluation criteria taking into consideration variousperformance related aspects.

The procedure followed for the performance evaluation of the Board Committees andindividual Directors is enumerated in the Corporate Governance Report.

20. Managerial Remuneration and particulars of employees

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure- 1 to this report.

Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 pertaining to the top ten names andother particulars of employees also form part of this report. However this information isnot sent along with this report pursuant to the proviso to Section 136(1) of the Act. Anyshareholder interested in obtaining a copy of the same may write to the CompanySecretary/Compliance Officer at the registered office address of the Company.

21. 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.

22. Declaration by the Company:

The Company has issued a certificate to its Directors confirming that it has not madeany default under Section 164(2) of the Act as on March 312019

23. Audit Committee Recommendations :

During the year all recommendations of Audit Committee were approved by the Board ofDirectors.

24. Number of Board the Meetings:

During the year Seven (7) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act. The date(s) of the BoardMeeting attendance by the directors are given in the Corporate Governance Report formingan integral part of this report.

25. Committees of the Board

In compliance with the provisions of Sections 177 178 of the Act the Boardconstituted Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee (Committees). The details of composition of the Committees theirmeeting and attendance of the members are given in the Corporate Governance Report formingan integral part of this report.

A separate meeting of Independent Directors pursuant to Section 149(7) read withSchedule VI of the Companies Act 2013 and Regulation 25 of the Listing Regulations washeld on 14 February 2019.

26. Directors and key managerial personnel:

As on date of this report the Company has four Directors out of those three areIndependent Directors including one Woman Independent Director.

a) Appointment/Re-Appointment of Independent Directors of the Company:

(i) appointment of Mr. Arjun Kumar Saladi (holding Director Identification Number08444994) as independent director for the second consecutive term commencing from May 62019 to May 5 2024;

(ii) appointment of Mr. T Abhilash Rao (holding Director Identification Number06725012) as whole time Director of the company commencing from March 22 2019 to March212024;

(iii) Re-appointment of Mr. Gundala Raju (holding Director Identification Number01742710) as independent director for the second consecutive term commencing from October12019 to September 30 2024;

(iv) Disclosure pursuant to Regulation 36(3) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing

Regulations”) with respect to Directors seeking re-appointment/appointment at theMeeting is given below:

Name of the Director Mr. Arjun Kumar Saladi Mr. T. Abhilash Rao Mr. Gundala Raju
Date of Birth 10.03.1983 23.02.1988 06.08.1968
Qualification B.Com graduate MBA CS M.Tech
Expertise in specific functional areas He has 15 years of expertise in marketing & sales in FMCG sector. He has 8 years' Experience in Legal Secretarial & Management issues. He has technical expertise in Manufacturing Sector
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board
Shareholding of non-executive directors. - - -
No. of Shares held in the Company NIL NIL NIL
Inter se relationship with any Director None None None

b) Resignation of Directors:

• Mr.S. Koti Reddy Independent Director of the Company resigned w.e.f. April 222019 due to preoccupation with certain professional Responsibilities and personalcommitments and he further confirmed in his resignation letter dated April 22 2019 thatthere were no other material reasons for his resignation other than those mentioned above.

• Mr. K.V.Rajasekhar Reddy Managing Director of company resigned w.e.f March 182019

c) Key Managerial Personnel:

Key Managerial Personnel for the financial year 2018-19

• Mr. T Abhilash Rao Whole Time Director cum Company Secretary of the company.

• Mr. Durga Adi Deva Vara Prasad Challa Chief financial officer of the company.

During the year under review Mr. T Abhilash Rao was appointed as the Company Secretaryof the Company with effect from March 22 2019 in place of Mr. N P Chakravarthy who ceasedto be the Company Secretary of the Company w.e.f. March 22 2019.

27. Statutory audit and auditors report:

The existing auditors M/s. M/S Vijay Sai Kumar & Associates “ will retire atthe ensuing Annual General Meeting on expiry of 5 years term. Accordingly the appointmentof M/s. Annadevara Associates as statutory auditors of the Company in place of retiringauditors is placed for approval by the shareholders. The Auditors' Report for fiscal 2019does not contain any qualification reservation or adverse remark. The Auditors' Report isenclosed with the financial statements in this Annual Report. The Company has receivedaudit report with unmodified opinion for Standalone audited financial results of theCompany for the Financial Year ended March 312019 from the statutory auditors of theCompany.

The Board recommends the appointment of M/s. Annadevara Associates. as the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the 41st Annual General Meeting.

The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.

28. Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board andits Powers) Rules 2014; Ms. Sujatha were appointed as Internal Auditors of the Companyfor the Financial Year 2018-19.

Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board.

The Board has appointed Ms. Swathi Hyderabad as Internal Auditors for the FinancialYear 2019-2020.

29. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors had appointed Mr. K.V. Chalama ReddyPracticing Company Secretaries (CP No. 5451) as the Secretarial Auditor of the Companyfor conducting the Secretarial Audit for financial year ended March 31 2019

The Secretarial Audit was carried out by Mr. K.V. Chalama Reddy Company Secretaries(CP No. 5154) for the financial year ended March 31 2019. The Report given by theSecretarial Auditor is annexed herewith as Annexure-I and forms integral part of thisReport.

30. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations directed listed entities to conduct AnnualSecretarial compliance audit from a Practicing Company Secretary of all applicable SEBIRegulations and circulars/guidelines issued thereunder. Further Secretarial ComplianceReport dated May 14 2019 was given by M/s. S.S. Reddy & Associates PracticingCompany Secretary which was submitted to Stock Exchanges within 60 days of the end of thefinancial year.

The Secretarial Compliance Report does not contain any qualification reservation oradverse remark.

31. No Frauds reported by statutory auditors

During the Financial Year 2018-19 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.

32. Conservation of energy technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is providedhereunder and Rule 8 of Companies (Accounts) Rules 2014:

A. Conservation of Energy:

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

Power: 2018-19 2017-18
No. of Units consumed 1725727 1098374
Unit Rate (Rs.) 7.80 6.98
Total Amount (Rs.) 13615968 7664196
Fuel:
No. of Units Consumed (Ltrs) 28493 39049
Unit Rate (per Ltr.) (Rs.) 65.93 61.34
Total Amount (Rs.) 1865038 2395385

B. Technology Absorption:

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

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: Rs.25.99 Lacs

2. Foreign Exchange Outgo: Nil

33. Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated underRegulation 34 (e ) read with schedule V Part B of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the stock exchange in India is annexedherewith as Annexure- 2 to this report.

34. Risk management policy:

The Board of Directors had constituted Risk Management Committee to identify elementsof risk in different areas of operations and to develop policy for actions associated tomitigate the risks. The Committee is responsible for reviewing the risk management planand ensuring its effectiveness. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continual basis.

35. Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. A separate section onCorporate Governance forming a part of this Report and the requisite certificate from theCompany's Auditors confirming compliance with the conditions of Corporate Governance isattached to the report on Corporate Governance.

36. Code of Conduct for Prevention of Insider Trading :

During the year MSR has amended the Code of Conduct for Prevention of Insider Tradingin MSR Securities (“Code”) in accordance with SEBI (Prohibition of InsiderTrading) Amendment Regulations 2018 which is effective from April 012019. The amendedCode

is uploaded on the website of the Company. The objective of the Code is to protect theinterest of shareholders at large to prevent misuse of any unpublished price sensitiveinformation and to prevent any insider trading activity by dealing in shares of theCompany by its Directors Designated Persons and their immediate relatives.

37. Extract of Annual Return:

As provided under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return underform MGT 9 is annexed herewith as Annexure- 3 to this report.

38. Declaration of independence:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b)read with Regulation 25 of the Listing Regulations.

During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).

The Independent Directors have individually confirmed that they are not aware of anycircumstances or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence. Based on the declarations and confirmationsof the Independent Directors and after undertaking due assessment of the veracity of thesame the Board of Directors recorded their opinion that all the Independent Directors areindependent of the Management and have fulfilled all the conditions as specified under thegoverning provisions of the Companies Act 2013 and the Listing Regulations.

39. Policy on Directors appointment and Remuneration and other details:

The Board Governance Nomination & Compensation Committee has framed a policy forselection and appointment of Directors including determining qualifications andindependence of a Director Key Managerial Personnel (KMP) senior management personneland their remuneration as part of its charter and other matters provided under Section178(3) of the Companies Act 2013.

Pursuant to Section 134(3) of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KmP and other employees isavailable on the Company's website at www.msrindia.in

We affirm that the remuneration paid to Directors is in accordance with theremuneration policy of the Company.

40. Director's Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March2019 the applicable accounting standards and schedule III of the Companies Act 2013 havebeen followed and there are no material departures from the same;

b) the Directors have 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 your Company as on 31 March 2019 and of the profitand loss of the Company for the financial year ended 31 March 2019;

c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws werefollowed and that such systems were adequate and operating effectively.

41. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company has a vigil mechanism to deal with fraud andmismanagement if any. The policy is on the website of the Company.

The policy provides for adequate safeguards against the victimisation of its employeeswho use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.

42. Corporate social responsibility policy:

Since your Company does not have net worth of र 500 Crore or more or turnover of Rs.1000 Crore or more or a net profit of र 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

43. Secretarial Standards:

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.

44. Insurance:

The properties and assets of your Company are adequately insured.

45. Particulars of loans guarantees or investments:

The company has invested in Rs.5000000 in Canara Robeco Mutual Fund during thefinancial year .

46. Credit & guarantee facilities:

The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from Canara Bank and Bank of Baroda Personal Guaranteewas given by the Mr. K.V. Rajasekhar without any consideration for obtaining Bank cashcredit facilities.

47. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical and welldefined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.

48. Related Party Transactions:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2018-19 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is is annexed herewith as Annexure- 4 to thisreport.

49. Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.

50. Policy on director's appointment and remuneration:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of theCompanies Act 2013 the Board of Directors upon recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters. The said Policy extract is covered in Corporate GovernanceReport which forms part of this Report and is also uploaded on the Company's website atwww.msrindia.in.

51. Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and other details as required under section 197of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure-5 to this Report.

The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding the aforesaid annexure. In terms of section 136 ofthe Companies Act 2013 the said annexure is open for inspection at the registered officeof the Company during the working hours. Any member interested in obtaining a copy of thesame may write to the Company

52. 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.

53. Industry based disclosures as mandated by the respective laws governing thecompany:

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

54. Prevention of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace.

This is in line with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 (‘POSH Act') and the Rules madethereunder. With the objective of providing a safe working environment all employees(permanent contractual temporary trainees) are covered under this Policy. The policy isavailable on the website at

As per the requirement of the POSH Act and Rules made thereunder the Company hasconstituted an Internal Committee at all its locations known as the Prevention of SexualHarassment (POSH) Committees to inquire and redress complaints received regarding sexualharassment. During the year under review there were no Complaints pertaining to sexualharassment.

55. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 20th Annual General Meeting of theCompany are sent to all Members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.

56. Event based disclosures:

During the year under review the Company has not taken up any of the followingactivities:

A. 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.

B. Issue of shares with differential rights: The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section-43(a)(ii) of theAct read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules2014.

C. Issue of shares under employee's stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review and henceno 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.

D. 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.

E. Buy back shares: The Company did not buy-back any shares during the period underreview.

F. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.

57. Acknowledgements:

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 of
MSR India Limited
Sd/- Sd/-
Abhilash Tumula Gundala Raju
Place: Hyderabad Whole Time Director Director
Date: 12.08.2019 (DIN: 06725012) (DIN: 01742710)