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MSR India Ltd.

BSE: 508922 Sector: Engineering
NSE: N.A. ISIN Code: INE331L01026
BSE 15:40 | 23 Sep 13.80 0.40
(2.99%)
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NSE 05:30 | 01 Jan MSR India Ltd
OPEN 14.07
PREVIOUS CLOSE 13.40
VOLUME 2084
52-Week high 17.00
52-Week low 8.74
P/E
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.07
CLOSE 13.40
VOLUME 2084
52-Week high 17.00
52-Week low 8.74
P/E
Mkt Cap.(Rs cr) 87
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 the

Company together with the Audited Statements of Accounts for the year ended 31st March2020.

1. Financial summary/highlights:

The performance during the period ended 31st March 2020 has been as under:(Amount in Lakhs)

Particulars Standalone
2019-20 2018-19
Turnover/Income (Gross) 5013.17 16991.87
Other Income 10.16 11.22
Profit/loss before Depreciation Finance Costs 659.66 645.41
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment 289.53 311.81
Profit /loss before Finance Costs Exceptional items and Tax Expense 370.13 333.40
Less: Finance Costs 366.93 231.09
Profit /loss before Exceptional items and Tax Expense 3.20 102.51
Add/(less): Exceptional items --
Profit /loss before Tax Expense 3.20 102.51
Less: Tax Expense (Current & Deferred) 0.09 52.64
Profit /loss for the year (1) 3.29 49.87
Total Comprehensive Income/loss (2) -- --
Total (1+2) 3.29 49.87
Balance of profit /loss for earlier years 3.29 49.87
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 3.29 49.87

2. Overview & state of the companyfs affairs:

The Directors wish to report that your company has achieved the turnover of Rs. 5023.34Lakhs and Profit of Rs. 3.29 Lakhs as against the income of Rs.17003.09 Lakhs and profitof Rs. 49.87 Lakhs in the previous financial year ending 31.03.2019.

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 thecompany:

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 ortribunals:

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 and shares transferred to Investor Educationand Protection:

There is no such amount of Un-paid or Unclaimed Dividend and shares transferred betransferred to Investor and Education and Protection Fund for the financial year ended 31stMarch 2020.

8. 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 the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

9. Revision of financial statements:

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

10. 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.

11. Details of Nodal Officer:

The Company has designated Mr. T.Abhlash as a Nodal Officer for the purpose of IEPF.

12. Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March31 2020 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet. Since the Company has not accepted anydeposits during the Financial Year ended March 31 2020 there has been no non -compliance with the requirements of the Act.

13. 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.

14. Independent directorfs familiarization programmes:

Independent Directors are familiarized about the Company's operations and businessesand financial performance of the Company significant development so as to enable them totake well-informed decisions in timely manner. Interaction with the Business heads and keyexecutives of the Company is also facilitated. Detailed presentations on importantpolicies of the Company are also made to the directors. Direct meetings with the Chairmanis further facilitated to familiarize the incumbent Director about the Company/itsbusinesses and the group practices.

The details of familiarisation programme held in FY 2019- 20 are also disclosed on the

Company's website and its web link is http://www.msrindia.in

15. 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") and

SEBI 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.

16. Number of Board the Meetings:

During the year Five (5) 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.

17. Committees of the Board

There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship and Risk Management Committee. Brief details pertaining to composition termsof reference meetings held and attendance thereat of these Committees during the year hasbeen enumerated in Corporate Governance report.

18. Audit Committee Recommendations:

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

19. 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.

20. Statutory audit and auditors report:

The existing auditors M/s. Annadevara Associates resigned at the ensuing Annual

General Meeting on before expiry of 5 years term. Accordingly the appointment of M/s.M.M.Reddy & CO. as statutory auditors of the Company in place of resigned auditorsis placed for approval by the shareholders. The Auditors' Report for fiscal 2020 does notcontain any qualification reservation or adverse remark. The Auditors' Report is enclosedwith the financial statements in this Annual Report. The Company has received audit reportwith unmodified opinion for audited financial results of the Company for the FinancialYear ended March 31 2020 from the statutory auditors of the Company

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.

21. 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. Swathi were appointed as Internal Auditors of the Companyfor the Financial Year 2019-20.

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 2020-2021.

22. 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 Ms. Aakanksha PracticingCompany Secretaries (CP No. 20064) as the Secretarial Auditor of the Company forconducting the Secretarial Audit for financial year ended March 31 2020

The Secretarial Audit was carried out by Ms. Aakanksha Practicing Company Secretaries(CP No. 20064) for the financial year ended March 31 2020. The Report given by theSecretarial Auditor is annexed herewith as Annexure-I and forms integral part ofthis Report.

23. No Frauds reported by statutory auditors

During the Financial Year 2019-20 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.

24. 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 31 2020.

25. 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 June 25 2020 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.

26. 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 Thirty-oneCrores Forty-four Lakhs only) divided into 6 28 80000 equity shares (Six CroreTwenty-Eight Lakhs Eighty Thousand only) of Rs.5/- each.

27. 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: 2019-20 2018-19
No. of Units consumed 2895535 1725727
Unit Rate (Rs.) 8.62 7.80
Total Amount (Rs.) 24979152 13615968
Fuel:
No. of Units Consumed (Ltrs) 32854 28493
Unit Rate (per Ltr.) (Rs.) 75.68 65.93
Total Amount (Rs.) 2486391 1865038

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.25.00 lacs 2. Foreign Exchange Outgo: Nil

28. 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 and DisclosureRequirements) Regulations 2015 with the stock exchange in India is annexed herewith as Annexure-2 to this report.

29. 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.

30. 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 is attached to the report on Corporate Governance.

31. Code of Conduct for Prevention of Insider Trading :

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and AmendedRegulations 2018. The Insider Trading Policy of the Company lays down guidelines andprocedures to be followed and disclosures to be made while dealing with shares of theCompany as well as the consequences of violation. The policy has been formulated toregulate monitor and ensure reporting of deals by employees and to maintain the highestethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https:// www. Msrindia.in)

32. 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 and Pursuant to Notification GSR 538(E) dated 28.08.2020 and Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isavailable on the Company's website URL: https://www.msrindia.in

33. 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.

34. 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 31 2020

35. Directors and key managerial personnel:

Key Managerial Personnel for the financial year 2019-20

? 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.

36. 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.

37. Directorfs 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 March2020 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 2020 and of the profitand loss of the Company for the financial year ended 31 March 2020;

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.

38. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors have 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 promotes ethical behaviour and has put in place amechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanismand Whistle-blower policy under which the employees are free to report violations ofapplicable laws and regulations and the Code of Conduct. Employees may report theirgenuine concerns to the Chairman of the Audit Committee. During the year under review noemployee was denied access to the Audit Committee.

The policy provides for adequate safeguards against the victimisation of the employeeswho use the vigil mechanism. The details of establishment of such mechanism has beendisclosed on the website www.msrindia.in .

39. 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.

40. Insurance:

The properties and assets of your Company are adequately insured.

41. Particulars of loans guarantees or investments:

The year under review the Company has not given any loans or corporate guarantee orprovided any security during the year. Details of loans guarantees and investmentscovered under the provisions of Section 186 of the Act are given in the notes to thefinancial statements.

42. 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.

43. CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report as Annexure J.

44. 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 year

2019-20 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- 4to this report.

45. 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 attached as Annexure G.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)Rules 2014 all the PIDs of the Company have registered themselves with the IndiaInstitute of Corporate Affairs (IICA) Manesar and have included their names in thedatabank of Independent Directors within the statutory timeline. They have also confirmedthat they will appear for the online proficiency test within a period of one yearwherever applicable.

The Independent Directors have also confirmed that they have complied with Schedule

IV of the Act and the Company's Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.

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).

46. 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.

47. Policy on directorfs 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.

48. 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 thisReport.

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

49. Failure to implement corporate actions:

During the year under review no corporate actions were done by the Company.

50. Corporate insolvency resolution process initiated under the insolvency andbankruptcy code 2016.

No corporate insolvency resolution processes were initiated against the Company underthe Insolvency and Bankruptcy Code 2016 during the year under review.

51. Statutory compliance:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

52. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively. During the year under review theCompany was in compliance with the Secretarial Standards (SS) i.e. SS-1 and SS- 2relating to "Meetings of the Board of Directors" and "GeneralMeetings" respectively.

53. Non-executive directorsf 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.

54. 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.

55. 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. Thisis 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 www.msrindia.in.

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.

56. 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 37th 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.

57. 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 ofSection-54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital andDebenture) Rules2014.

B. 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.

C. Issue of shares under employeefs stock option scheme: The Company has notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence 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.

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.

58. 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/-
Gundala Raju Abhilash Tumula
Director Whol Time Director
(DIN: 01742710) (DIN: 06725012)

Place: Hyderabad Date: 06.11.2020

DECLARATION PURSUANT TO SCHEDULE V OF THE LISTING REGULATIONS

In accordance with Regulation 26 (3) and Schedule V of the Listing Regulations with theStock Exchanges I hereby declare that the Directors and Senior Management of the Companyhave affirmed compliance with the Code of Conduct as applicable to them for the year ended31st March 2020

For and on behalf of the Board MSR India Limited

Sd/-

T. Abhilash Whole Time Director (DIN: 06725012)

Place: Hyderabad Date: 06.11.2020

To

The Members

MSR India Limited Hyderabad

Sub: Certificate under Schedule V(C)(10)(i) of SEBI (Listing Obligations and DisclosureRequirements) 2015

I Aakanksha Practicing Company Secretary have examined the Company and Registrar ofCompanies records books and papers of M/s. MSR India Limited (CIN:L15122TG2002PLC039031) having its Registered Office at Plot No-D-16 Road No-73 Phase-IVIDA Jeedimetla Hyderabad Telangana-500015 (the Company) as required to be maintainedunder the Companies Act 2013 SEBI Regulations other applicable rules and regulationsmade thereunder for the Financial Year ended on March 31 2020.

In my opinion and to the best of my information and according to the examinationscarried out by me and explanations and representation furnished to me by the Company itsofficers and agents we certify that none of the following Directors of the Company havebeen debarred or disqualified from being appointed or continuing as Directors of Companiesby the SEBI/ Ministry of Corporate Affairs or any such statutory authority as on March 3120120:

List of Directors of the Company as on 31st March 2020

S. No DIN No Name of the Director Designation
1. 01742710 Mr. Gundala Raju Independent Director
2. 06725012 Mr.Abhilash Tumula Whole Time Director
3. 07669720 Mr.Somala Bharathi Independent Director
4. 08444994 Mr.Arjun Kumar Saladi Independent Director

Sd/-

Aakanksha

Practicing Company Secretary C. P. No: 20064

Place: Hyderabad Date: 06.11.2020

CERTIFICATE BY THE WHOLE TIME DIRECTOR AND CFO OF THE COMPANY

To

The Board of Directors MSR India Limited

Dear Sirs

As required under Regulation 17(8) read with Part B Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 we state that:

1. We have reviewed the financial statements and the cash flow statement for the yearended 31st March 2020 and to the best of our knowledge and belief;

a. These statements do not contain any materially untrue statement nor omit anymaterial fact nor contain statements that might be misleading and

b. These statements present a true and fair view of the company's affairs and are incompliance with the existing accounting standards applicable laws and regulations.

2. There are to the best of my knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of the company'scode of conduct.

3. We accept responsibility for establishing and maintaining internal controls I haveevaluated the effectiveness of the internal control systems of the company and I havedisclosed to the auditors and the audit committee deficiencies in the design or theoperation of internal controls if any of which I was aware and the steps that I havetaken or propose to take and rectify the identified deficiencies and

4. That we have informed the auditors and the audit committee of: a) Significantchanges in the internal control during the year; b) Significant changes in accountingpolicies during the year and that the same have been disclosed in the notes to thefinancial statements; and c) Instances of significant fraud of which we have become awareand the involvement of any employee having a significant role in the company's internalcontrol system.

For and on behalf of the Board

MSR India Limited

Sd/- Sd/-
T.Abhilash Ch.D A D V Prasad
Whole Time Director (CFO)
(DIN: 06725012)

Place: Hyderabad

Date: 06.11.2020

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT AS PER REGULATION 34(3) READ WITH SCHEDULE V OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:

To

The shareholders

I T.Abhilash Whole Time Director of the Company do hereby declare that the directorsand senior management of the Company have exercised their authority and powers anddischarged their duties and functions in accordance with the requirements of the code ofconduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board MSR India Limited

Sd/- T.Abhilash Whole Time Director (DIN: 06725012)

Place: Hyderabad Date: 06.11.2020

SECRETARIAL AUDIT REPORT

(Pursuant to section 204(1) of the Companies Act 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules 2014 FOR THEFINANCIAL YEAR ENDED 31ST MARCH 2020

To

The Members of M/s. MSR India Limited Plot No-D-16 Road No-73 Phase-IV IDAJeedimetla Hyderabad Telangana-500015

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. MSR India Limited(hereinafter called "the Company"). Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on our verification of the Company's Books Papers Minute Books Forms andReturns filed and other Records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the financial year commencing from 1st April 2019 and ended 31stMarch 2020 complied with the statutory provisions listed hereunder and also that theCompany has proper Board process and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

1. I have examined the books papers minutes books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st ofMarch 2020 according to the provisions of:

a) The Companies Act 2013 (the Act) and the rules made there under;

b) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

c) Foreign Exchange Management Act 1999 and the rules and regulations made there underto the extent of Foreign Direct Investment (FDI) Overseas Direct Investment and ExternalCommercial Borrowings;

d) The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the Rules madethere under;

2. The following Regulations and Guidelines prescribed under the Securities andExchange

Board of India Act 1992 (‘SEBI Act'):- a. The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; Compliedwith yearly and event based disclosures wherever applicable.

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and Amended Regulations 2018; The Company has framed code of conductfor regulating & reporting trading by insiders and for fair disclosure and displayedthe same on the Companyfs website i.e. www.msrindia.in

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018- Not Applicable as there was no reportable event duringthe financial year under review;

d. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008. Not Applicable as the Company has not issued any debt securitiesduring the year under review.

e. The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client; NotApplicable as the Company is not registered as Registrar to an Issue and Share TransferAgent during the year under review.

f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2019; Not Applicable as the company has not delisted/ proposed to delist its equityshares during the year under review.

g. The Securities and Exchange Board of India (Buyback of Securities) Regulations2018:

Not Applicable as the Company has not bought back/ proposed to buy-back any of itssecurities during the year under review.

h. The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014; Not Applicable as the Company has not issued any ESOPS during theyear under review.

i. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

j. Securities and Exchange Board of India (Depositories and Participants) Regulations2018

3. I further report that having regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the following laws applicable specificallyto the Company: - a. Securities and Exchange Board of India Act 1992 & CircularsMaster Circulars and Regulations issued by SEBI and applicable to the Company.

b. Securities Contracts (Regulation) (Stock Exchanges & Clearing Corporations)Regulations 2018.

I have also examined compliance with the applicable clauses of the SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as mentioned above.

4. We have not examined compliance by the Company with applicable financial laws likedirect and indirect tax laws since the same have been subject to review by statutoryfinancial auditor and other designated professionals.

Rules Regulations Guidelines etc. except mentioned below.

? The company is under GST Investigation

During the period under review the Company has complied with the provisions of theAct

5. I further report that:

a.The Company has not appointed key managerial personnel (Company Secretary & ChiefFinancial Officer) in terms of Section 203 of the Companies Act 2013 and rules made thereunder.

6. During the year the Company has conducted 5 meetings of the Board of Directors 4meetings of the Audit committee 4 Meetings of Stakeholder Relationship Committee 2Meetings of Nomination & Remuneration Committee and 1 meeting of IndependentDirectors. We have also examined compliance with the applicable clauses of the SecretarialStandards issued by the Institute of Company secretaries of India.

a) As per the information and explanations provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit we reportthat

(i) the provisions of the Foreign Exchange Management Act 1999 and the Rules andRegulations made there under to the extent of:

? External Commercial Borrowings were not attracted to the Company under the financialyear under report;

? Foreign Direct Investment (FDI) was not attracted to the Company under the financialyear under report;

? Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiaryabroad was not attracted to the Company under the financial year under report.

(ii) As per the information and explanations provided by the Company its officersagents and authorized representatives during the conduct of Secretarial Audit we reportthat the Company has not made any GDRs/ADRs or any Commercial Instrument under thefinancial year under report.

7. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

8. Adequate notice of board meeting is given to all the Directors along with agenda atleast seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and meaningfulparticipation at the meeting.

9. As per the minutes of the meeting duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissenting views have been recorded.

10. I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

11. I further report that during the year under report the Company has not undertakenevent/action having a major bearing on the Company's affairs in pursuance of the abovereferred laws rules regulations guidelines standards etc.

Sd/-

Aakanksha

Practicing Company Secretary

C. P. No: 20064

Place: Hyderabad

Date: 06.11.2020

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