DIRECTOR'S REPORT The Members of MSR India Limited, We take pleasure in presenting the 32nd Annual report together with Audited accounts for the year ended 31st March, 2015. PERFORMANCE REVIEW: The Company has recorded a turnover of Rs. 8570.62 Lakhs and a Profit of Rs. 53.63 Lakhs in the current year against the turnover of Rs. 1018.38 Lakhs and a Profit/(Loss) of Rs.(15.33) Lakhs in the previous financial year ending 31.03.2014. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS: There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report (29.08.2015) CHANGE IN THE NATURE OF BUSINESS: During the year the Company has not changed its business activities. DIVIDEND: BOARD MEETINGS: The Board of Directors met 7 times during the year 29.05.2014, 02.08.2014, 14.08.2014, 28.08.2014, 25.10.2014, 10.11.2014, 02.02.2015and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49. DIRECTORS AND KEY MANANGERIAL PERSONNEL: During the year Mr. Mr. K.V. Rajasekhar Reddy (DIN 07120513) was appointed as Additional Director and as Managing Director w.e.f. 10.07.2015 to hold office up to the date of ensuing Annual General Meeting. Now the Board proposes to appoint him as Director & Managing Director of the Company. Mr. I. Srinivas Raju has resigned from the office of Directorship citing personal reasons during the year. The Board placed on record its sincere appreciation for the valuable services rendered by them during his tenure as director of the Company. During the year, Mr. M. Krishna Reddy, was appointed as CFO of the Company and Abhilash Tumula as Company secretary of the Company. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 the Board of Directors of your Company hereby certifies and confirms that: a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors have prepared the Annual accounts on a going concern basis. e. The Directors of the Company had laid down internal financial controls and such internal financial controls are adequate and were operating effectively. f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. STATUTORY COMPLIANCE: The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES COMPANY: Your Company does not have subsidiary Company EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I) AUDITORS AND AUDITORS REPORT In the previous Annual General Meeting (31st AGM), the Company appointed M/s. Vijay Sai Kumar & Associates, Chartered Accountants as statutory Auditors to hold office until the conclusion of the 32nd annual General Meeting. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment/ ratification for the financial year 2015-16. INTERNAL AUDIT: Nirosha is the internal Auditors of the Company. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Mr. S. Sarveswar Reddy, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report. Secretarial Audit Report is self explanatory and does not call for any further comments. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO: The required information as per Sec.l34(3)(m) of the Companies Act 1956 is provided hereunder: A. Conservation of Energy Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule. PUBLIC DEPOSITS: Your Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year tinder review. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board. INSURANCE: The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The company has not given loans, Guarantees or made any investments during the year under review. RISK MANAGEMENT POLICY: Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process. CORPORATE SOCIAL RESPONSIBILTY POLICY: Since your Company does not has the net worth of Rs. 500 crores or more, or turnover of Rs. 1000 crores or more, or a net profit of Rs. 5 crores or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis as required under clause 49(VIII)(D) of the Listing Agreement forms a part of this Report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report. RELATED PARTY TRANSACTIONS: During the year, the Company had entered into contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions. Relevant details have been disclosed in note 26 of financial statement. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.msrindia.in DISCLOSURE ABOUT COST AUDIT: Cost Audit is not applicable to your Company. RATIO OF REMUNERATION TO EACH DIRECTOR: Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. NIL pa is paid to Mr. M. Srinivasa Reddy , ( Ex-Managing Director) of the Company. EMPLOYEE RELATIONS: Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company. None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS AL) ACT, 2013. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed during the calendar No. of complaints received: Nil No. of complaints disposed off: Nil ACKNOWLEDGEMENTS: Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company. MSR India Limited For and on behalf of the Board of Sd/-K. V. Rajasekhar Reddy Managing Director Sd/-Gundala Raju Director DIN: 01742710 DIN: 07120513 Place: Hyderabad Date: 29.08.2015 |