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 31st March2018.
FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OFAFFARIS:
The performance during the period ended 31st March 2018 has been as under:
| || ||(In Lakhs) |
|Particulars at the end of the year ||2017-2018 ||2016-2017 |
|Total Income ||14003.63 ||11260.44 |
|Expenditure ||13819.48 ||11149.23 |
|Profit before exceptional items and Tax ||202.66 ||111.21 |
|Exceptional Item ||- ||- |
|Profit/(Loss) Before Tax ||202.66 ||111.21 |
|Less: Deferred Tax ||- ||- |
|Less: Provision of Current Tax ||44.42 ||20.57 |
|Net Profit/ (loss) after Tax ||177.00 ||90.64 |
REVIEW OF OPERATIONS:
The Directors wish to report that your company has achieved the turnover of Rs.14003.63 Lakhs for the financial year ended 31.03.2018 as against Rs. 11260.44 lakhs forthe financial year ended 31.03.2017. The Profit after tax stood at Rs. 177.00 Lakhs forthe financial year ended 31.03.2018 as against Rs. 90.64 lakhs for the financial yearended 31.03.2017.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were material changes and commitments affecting financial position of the companybetween 31stMarch 2018 and the date of Board's Report. (i.e.03.09.2018). TheCompany is starting a new plant and has investment in purchasing of plant and Machinerystructural process like installation of machinery and erection of large sheds electricaland electronic installation processes etc obtaining permission from the concerneddepartment and authorities etc. Borrowing funds from the Banks/Financial Institutions forthe purpose of Letter of Credit Enhancement of working capital limits Term Loans etc.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business
Your Company has not accepted any deposits falling within the meaning of Sec. 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
The Company has not declared any dividend for the financial year ended March 31 2018.
TRANSFER OF Un-CLAIMED DIVIDEND TO INVESTOR AND EDUCATION AND PROTECTION FUNDS
There are no such amount of Un-paid or Unclaimed Dividend be transferred to Investorand Education and Protection Fund for the financial year ended 31st March 2018.
CAPITAL OF THE COMPANY:
The Authorized Share Capital of the Company is Rs. 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 Rs. 31 44 00000 (Rupees ThirtyOne Crores Fourty Four Lakhs only) divided into 6 28 80000 equity shares (Six CroreTwenty Eight Lakhs Eighty Thousand only) of Rs.5/- each.
REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review as 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 Company's operations in future.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the year the Company has not entered into any contract/arrangement/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 Company'swebsite at email@example.com
BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 5 (Five) times on 23.05.2017 14.08.2017 26.08.201714.11.2017 and 14.02.2018 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.
A Separate section titled "Report on Corporate Governance" along with theAuditors' Certificate on Corporate Governance as stipulated under Regulation 34 read withSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
Management Discussion and Analysis Report for the year under review which forms part ofAnnual Report pursuant to the SEBI (LODR) Regulations 2015.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (2) of SEBI (LODR) of 2015 is given under ANNEXURE - C
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9 as a part of this Annual Report. It is given under ANNEXURE - A
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 provisionsof the Companies Act 2013 and SEBI (LODR) Regulations 2015viz. Audit committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee.
During the year under review in compliance with the provisions of SEBI (LODR)Regulations 2015 the Board had also constituted the Risk Management Committee.
All decisions pertaining to the constitution of Committees appointment of members 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.
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI ListingRegulations the Board has carried out an Annual Evaluation of its own performanceperformance of the Directors and the working of its Committees. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfillment of keyresponsibilities Board structure and composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning. Evaluation of the Committees performance was based on the criteria likecomposition its terms of the reference and effectiveness of committee meetings etc.Individual Director's performance evaluation is based on their preparedness on the issuesto be discussed meaningful and constructive discussions and their contribution to theBoard and Committee meetings. The Chairperson was evaluated mainly on key aspects of hisrole. These performance exercises were conducted seeking inputs from all the Directors /Committee Members wherever applicable.
The evaluation procedure followed by the company is as mentioned below:
i) Feedback is sought from each Director about their views on the performance of theBoard covering various criteria such as degree of fulfilment of key responsibilitiesBoard structure and composition establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning Boardculture and dynamics quality of relationship between the Board and the Management andefficacy of communication with external stakeholders. Feedback was also taken from everyDirector on his assessment of the performance of each of the other Directors.
ii) The Nomination and Remuneration Committee (NRC) then discusses the above feed backreceived from all the Directors.
iii) Based on the inputs received the Chairman of the NRC also makes a presentation tothe Independent Directors at their meeting summarizing the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. The performance ofthe Non-Independent Non-Executive Directors and Board Chairman is also reviewed by them.
iv) Post the meeting of the Independent Directors their collective feedback on theperformance of the Board (as a whole) is discussed by the Chairman of the NRC with theChairman of the Board. It is also presented to the Board and a plan for improvement isagreed upon and is pursued.
v) Every statutorily mandated Committee of the Board conducts a self-assessment of itsperformance and these assessments are presented to the Board for consideration. Areas onwhich the Committees of the Board are assessed include degree of fulfilment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.
vi) Feedback is provided to the Directors as appropriate. Significant highlightslearning and action points arising out of the evaluation are presented to the Board andaction plans are drawn up. During the year under report the recommendations made in theprevious year were satisfactorily implemented.
The peer rating on certain parameters positive attributes and improvement areas foreach Board member are also provided to them in a confidential manner. The feedbackobtained from the interventions is discussed in detail and where required independentand collective action points for improvements are put in place.
DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:
Details of re-appointment /appointment of the director: K. V. Rajasekhar Reddy
|PARTICULARS ||DETAILS |
|Brief Resume of the Director ||He is a mechanical engineering graduate and has been credited with developing DR. Copper which is the world's 1st seamless Copper water bottle with a lot of health benefits. He is the main reason behind the successful R&D of DR. Copper in such a short time. In his tenure as Vice President (Production & Marketing) he has setup a Digital marketing team which markets all the products of MSR INDIA LIMITED on various social platforms. |
| ||He has done an extensive market research on the DR. Copper project he has also conducted market survey on usage of water bottles in India which was used to analyze the water bottle market in India and has given a clear vision for the company on the market of water bottles and helped the company to identify its competitors. |
| ||He even has conducted a SWOT analysis on the DR. Copper product and had devised a cost effective marketing strategy accordingly. He has represented the company at many national and International events and has attracted many investors. He also played an instrumental role in obtaining all clearances from the government of Telangana for the company's new manufacturing unit. |
| ||He played a key role in bringing back the company to profits in 2014 - 15. After taking the charge as Vice President he has restructured the administration process of the organization and has assigned KRA to all the employees. He has been effective in motivating the employees and |
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Koti Reddy Somala Mr. Gundala Raju andMrs. Bharathi Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
DIRECTOR S RESPONSIBILITY STA TEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors 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 forth at 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.
The information required under Section 197 (12) of the Act read with Rule 5(1) to (3)of The Companies (Appointment and Remuneration of Managerial Personnel) A rule 2014 asamended is annexed as Annexure - E to this report.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES:
The company does not have any subsidiary Joint venture or associate company which havebecome or ceased to be its subsidiaries joint venture or associate company during theyear.
|Nature of expertise in specific functional areas ||MARKETING FINANCE OPERATIONS & R&D |
|Disclosure between directors inter-se ||NIL |
|Names of Listed companies where the Director holds directorship and the membership of Committees of the board ||NIL |
DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
STA TUTORY AUDITORS:
M/s. Vijay Sai Kumar & Associates Statutory Auditors of the company retires at 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.
Mrs. Sujatha is the internal Auditor of the Company for FY 2017-18.
The Board had appointed Ms. AakankshaShukla Practicing Company Secretaries Hyderabadhaving CP No. 40065 to conduct Secretarial Audit for the financial year 2017-18 pursuantto the provisions of Section-204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report in Form MR-3for the financial year 2017- 18 is enclosed herewith as Annexure - C to this Report.The Secretarial Audit Report does not contain any observation or adverse remark.
Pursuant to the provisions of Section-134 (3) (f) & Section-204 of the CompaniesAct 2013 Secretarial audit report as provided by Ms. Aakanksha Shukla PracticingCompany 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 isbeing assessed.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2018 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 the industry.
(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 yearSection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable to and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
COMPLIANCE WITH SEBI fLISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS.2015:
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 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.
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. 1048650/-
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 FA CILITIES:
The company has not given loans or Guarantees during the year under review.
RISK MANA GEMENT 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:
AH contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on arm's length basis orNon-arm's length basis:
During the year the Company had not entered into any othercontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.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 to maidenemployees 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 2017-18 is provided elsewhere in this Annual Report.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC Housing Companies etc. and hence Industry based 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 ofSection-54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital andDebenture) 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) Rules2014.
3. Issue of shares under employee's stock option scheme: The Company has not issuedany equity shares under Employees Stock Option Scheme during the year under review andhence no information as per 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 nonexercising 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. Buy back shares: The Company did not buy-back any shares during the period underreview.
7. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
EMPLOYEE RELA TIONS:
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. 850000/- and above per month or Rs.10200000/- 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 Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding 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 RajasekharReddy |
|Date: 03.09.2018 ||Managing Director |
| ||(DIN:07120513) |