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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of MSR India Ltd.

Mar 31, 2024

Your directors have pleasure in presenting here the 41^st Annual Report of the Company along with the Audited Standalone Financial Statements and the Auditorâs Report thereon for the Financial Y ear ended March 31, 2024.

1. Financial summary/highlights:

The performance during the period ended 31^st March, 2024 has been as under:

Particulars	Amount in Lakhs
Particulars	2023-24	2022-23
Turnover/Income (Gross)	0.38	453.99
Other Income	0.37	4.54
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(437.02)	458.53
Less: Depreciation/ Amortisation/ Impairment	26.48	138.48
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(463.50)	320.05
Less: Finance Costs	28.78	474.44
Profit /loss before Exceptional items and Tax Expense	(492.28)	(154.39)
Add/(less): Exceptional items	585.76	2159.42
Profit /loss before Tax Expense	93.48	931.61
Less: Tax Expense (Current & Deferred)	-	(1119.14)
Profit /loss for the year (1)	93.48	2050.75
Total Comprehensive Income/loss (2)	--	--
Total (1 2)	93.48	2050.75
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	93.48	2050.75

2. Overview & state of the companyâs affairs:

The Directors wish to report that your company has achieved the total income of Rs. 0.76 and profits of Rs. 93.48 as against the income of Rs. 458.53 Lakhs and profit of Rs. 2050.75 Lakhs in the previous financial year ending 31.03.2023.

Further the Company has disposed its assets to repay the outstanding borrowings due to Banks and Financial institutions. There is a drastic downwards change in the revenues of the company with comparative financials.

3. Dividend:

Keeping the Companyâs growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transfer to reserves:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to general reserves account of the company during the 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 of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of this 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 the Regulators, Courts or Tribunals, which impacts the going concern status and companyâs operations in future.

7. Revision of financial statements:

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

8. Transfer of un-claimed dividend and shares transferred to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend and shares due to be transferred in Investor and Education and Protection Fund for the financial year ended 31st March 2024.

9. Details of utilization of funds:

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

10. Change in the nature of business, if any:

During the period under review and the date of Boardâs Report there was no change in the nature of Business.

11. Details of Nodal Officer:

The Company has designated Mr. Rohit Jain as a Nodal Officer for the purpose of IEPF.

12. Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (âIEPFâ), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Y ear ended March 31, 2024 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

14. Depository System:

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

15. Independent directorâs familiarization programmes:

Independent Directors are familiarized about the Companyâs operations and businesses and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2023- 24 are also disclosed on the Companyâs website and its web link is http://www.msrindia.in.

16. Board Evaluation

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on 10^th February 2024. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors and noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

17. Audit Committee Recommendations:

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

18. Number of Board the Meetings:

The Board of Directors duly met Eight (8) times on 11.04.2023, 29.05.2023, 11.07.2023, 17.07.2023, 10.08.2023, 07.09.2023, 20.10.2023 and 10.02.2024 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

19. Committees of the Board:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance of these Committees during the year has been enumerated in Corporate Governance report forming part of this Annual Report.

20. Directors and key managerial personnel:Appointment / Re-Appointment / Resignation / Retirement of Directors of the Company:

â¢ Mrs. Suneetha Goriparthi retires by rotation and being eligible, offers herself for reappointment.

â¢ Mr. Rohit Jain, Company Secretary and Compliance officer of the company was appointed w.e.f 11^th April, 2023.

â¢ Mr. Saladi Arjun Kumar (DIN: 08444994) has been re-appointed as Independent Director of the Company for periof of 5 Years w.e.f. 06^th May, 2024 however resigned w.e.f. 05^thAugust, 2024.

As required under Regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Particulars	Mrs. Suneetha Goriparthi	Mrs. Annapurna Maripati	Mr. Boddu Sri Ram Chowdary
Date of Birth	01.06.1991	13.06.1986	29.01.2001
Brief resume of the Director	B. Com Passed and has an experience in Finance, Accounting, Audit and T ax Planning.	B.Com passed and has experience over years in Marketing	MBA and has an experience in Finance, Marketing and Management
Nature of expertise in specific functional areas	Finance and Accounting	Marketing, Administration & Management	Finance, Marketing and supervision

Disclosure of relationships between directors inter-se
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years
Shareholding of nonexecutive directors in the listed entity, including shareholding as a beneficial owner
In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.	She possess the requisite knowledge, skills and capabilities required for the role.	He possess the requisite knowledge, skills and capabilities required for the role.

Key Managerial Personnel for the Financial Year 2023-24.

â¢ Mr. Gundala Raju, Non-Executive -Independent Director of the Company

â¢ Mr. Saladi Aijun Kumar, Non-Executive -Independent Director of the company.

â¢ Mrs. Sathya Bhagyalakshmi Saladi, Non-Executive - Independent Director of the company.

â¢ Mrs. Suneetha Goriparthi, Non-executive Director of the company.

â¢ Mr. Vinod Kumar Maganti, Whole Time Director of the company.

â¢ Mr. Durga Adi Deva Vara Prasad Challa, Whole Time Director & CFO of the company.

â¢ Ms. Rohit Jain, Company Secretary and Compliance officer of the company.

21. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting held on 26^th December, 2020 have appointed M/s. M.M. Reddy & Co., as statutory auditors of the Company to hold office until the conclusion of 42^nd Annual General meeting of the Company.

The Auditorsâ Report for the Financial Year ended 31^st March, 2024 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for audited financial results of the Company for the Financial Year ended March 31, 2024 from the statutory auditors of the Company.

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

22. 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 and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M/s. L. Sivakumar & Associates, the Internal Auditor of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has appointed M/s. L. Sivakumar & Associates, Hyderabad as Internal Auditors for the Financial Year 2024-2025.

23. Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed Mr. Nishant Darak, Practicing Company Secretary (CP No. 26646) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

The Report given by the Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of this Report. The following are the qualifications given by the Secretarial Auditor:

Sl. No.	Qualifications
1	Section 137(1)-Company has not filed the copy of the financial statements along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company with the Registrar within thirty days of the date of annual general meeting in Form AOC-4 XBRL for the financial year ended 31.03.2023.
2	Section 92(4)-Company has not file with the Registrar a copy of the annual return in Form MGT-7, within sixty days from the date on which the annual general meeting is held.
3	Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018- Company has made Delay in submission of Reconciliation of Share Capital Audit Report for the Quarter ended 30^th June, 2023 and 31^st December, 2023.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
4	Regulation 14- The annual listing fees for the Financial Year 2023- 24 was not paid within the due date.
5	Regulation 27- Company has made delay of one day in submission of Corporate Governance Report for the Quarter ended 31^st December, 2023 due to technical issues faced while uploading the XBRL with BSE.
6	Regulation 46- Company does not have functional website.

Management Response: The Management has assured that corrective action has been initiated to avoid such instances in future.

24. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 30, 2023, was given by M/s. Nishant Darak & Associates, Practicing Company Secretaries which was submitted to BSE Limited within 60 days of the end of the financial year.

25. Cost Records and Cost Audit:

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

26. No Frauds reported by statutory auditors:

During the Financial Y ear 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

27. Declaration by the Company:

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

28. Capital of the company:

The Authorized Share Capital of the Company is Rs. 32,00,00,000 (Rupees Thirty-Two Crores only) divided into 6,40,00,000 equity shares (Six Crore Forty Lakhs only) of Rs. 5/- each.

The Paid -up capital of the company is Rs. 31,44,00,000 (Rupees Thirty-one Crores Forty-four Lakhs only) divided into 6,28,80,000 equity shares (Six Crore Twenty-Eight Lakhs Eighty Thousand only) of Rs.5/- each.

29. Conservation of energy, technology absorption and foreign exchange outgo:

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

A. Conservation of Energy:

Your Companyâs operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

Power:	2023-24	2022-23
No. of Units consumed	--	3.29 Lakhs

Unit Rate (Rs.)	--	10.48
Total Amount (Rs.)	--	33.54 Lakhs
Fuel:	--	--
No. of Units Consumed (Ltrs)	--	--
Unit Rate (per Ltr.) (Rs.)	--	--
Total Amount (Rs.)	--	--

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. Nil

2. Foreign Exchange Outgo: Nil

30. Composition of CSR Committee and Contents of CSR Policy:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

31. Management discussion and analysis report:

The Management Discussion and Analysis Report as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is attached separately as âAnnexure- II.â

32. Risk management policy:

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

33. Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Companyâs Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure-III.

34. Annual Return:

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Companyâs website URL: https://www.msrindia.in.

35. Code of Conduct for Prevention of Insider Trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct for Prevention of Insider Trading (âInsider Trading Codeâ) and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (âUPSIâ).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.msrindia.in.

36. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

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

37. Directorâs Responsibility Statement:

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

a. in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31^st March 2024 and of the profit of the Company for the financial year ended 31^st March 2024;

c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e. Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

38. Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at www.msrindia.in.

39. Wholetime Director and CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Wholetime Director & CFO certification is attached with the annual report.

40. Particulars of loans, guarantees or investments:

The year under review, the Company has not given any loans or corporate guarantee or provided any security during the year.

41. Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Companyâs website.

42. Related Party Transactions:

There were no contracts, arrangements or transaction during the year that fall under Section 188(1) of the Companies Act, 2013. The Policy on Materiality of and dealing with Related Party Transactions is available on the Companyâs website.

43. Declaration of independence:

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

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 India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed that they will appear for the online proficiency test within a period of one year, wherever applicable.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct.

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

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

44. Policy on directorâs appointment and remuneration:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Directorâs appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Companyâs website at www.msrindia.in.

45. Statement showing the names of the top ten employees in terms of remuneration Drawn and the name of every employee as per rule 5(2) & (3) of the companies (appointment & remuneration) rules, 2014:

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

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

46. 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 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of (Mr. Durgaadideva Varaprasad Challa), Whole time director of the Company to the median remuneration of the employee is 2:1.

47. Failure to implement corporate actions:

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

48. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

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

49. Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively.

50. Non-executive directorsâ compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

51. 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 disclosures is not required.

52. Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee (âICCâ) has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31,2024, no complaints pertaining to sexual harassment have been received.

53. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.msrindia.in.

54. Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report:

Company does not have of subsidiaries, associates and joint venture companies.

55. Listing on Stock Exchanges:

The Companyâs shares are listed on BSE Limited. The details are provided in the corporate governance report which form part of annual report

56. Green Initiatives:

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 40th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s).

57. Deviations, if any observed-on funds raised through public issue, preferential Issue etc:

During the year under review, company has not raised any funds from public or through preferential allotment.

58. Event based disclosures:

During the year under review, the Company has not taken up any of the following activities:

a. Issue of sweat equity share: The Company has not issued any sweat equity shares during 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) Rules,2014.

b. Issue of shares with differential rights: The Company has not issued any shares with 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) Rules,2014.

c. Issue of shares under employeeâs stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no 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 no instances of nonexercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section-67(3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

e. Buy back shares: The Company did not buy-back any shares during the period under review.

f. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

59. Details of application made or proceeding pending under insolvency and bankruptcy code, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

60. Details of difference between valuation amount on one time settlement and Valuation while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

61. 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, other statutory authorities like SEBI, ROC, Stock Exchange, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

Mar 31, 2023

Your directors have pleasure in presenting here the 40^th Annual Report of the Company along with the Audited Standalone Financial Statements and the Auditorâs Report thereon for the financial year ended March 31, 2023.

1. Financial summary/highlights:

The performance during the period ended 31^st March, 2023 has been as under:

Particulars	Amount in Lakhs
Particulars	2022-23	2021-22
Turnover/Income (Gross)	453.99	1365.36
Other Income	4.54	11.45
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(614.89)	(63.30)
Less: Depreciation/ Amortisation/ Impairment	138.48	200.93
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(753.37)	(264.23)
Less: Finance Costs	474.44	321.03
Profit /loss before Exceptional items and Tax Expense	(1227.81)	(585.26)
Add/(less): Exceptional items	2159.42	246.70
Profit /loss before Tax Expense	931.61	(320.56)
Less: Tax Expense (Current & Deferred)	(1119.14)	137.43
Profit /loss for the year (1)	2050.75	(183.14)
Total Comprehensive Income/loss (2)	--	--
Total (1 2)	2050.75	(188.14)
Balance of profit /loss for earlier years	--	--
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	2050.75	(188.14)

2. Overview & state of the companyâs affairs:

The Directors wish to report that your company has achieved the total income of Rs. 458.53 Lakhs and incurred a loss of Rs. 1227.81 Lakhs as against the income of Rs. 1376.81 Lakhs and loss of Rs. 585.26 Lakhs in the previous financial year ending 31.03.2022.

3. Dividend:

Keeping the Companyâs growth plans in mind, your directors have decided not to recommend dividend for the year.

4. Transfer to reserves:

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

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

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

No significant or material orders have been passed against the Company by the Regulators, Courts or Tribunals, which impacts the going concern status and companyâs operations in future.

7. Revision of financial statements:

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

8. Transfer of un-claimed dividend and shares transferred to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend and shares due to be transferred in Investor and Education and Protection Fund for the financial year ended 31st March 2023.

9. Details of utilization of funds:

10. Change in the nature of business, if any:

During the period under review and the date of Boardâs Report there was no change in the nature of Business.

11. Details of Nodal Officer:

The Company has designated Mr. Durgaadideva Varaprasad Challa as a Nodal Officer for the purpose of IEPF.

12. Investor Education and Protection Fund (IEPF)

13. Deposits from public:

The Company has not accepted any public deposits during the Financial Y ear ended March 31, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

14. Depository System:

15. Independent directorâs familiarization programmes:

Independent Directors are familiarized about the Companyâs operations and businesses and financial performance of the Company, significant development so as to enable them to take well-informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2022- 23 are also disclosed on the Companyâs website and its web link is http://www.msrindia.in.

16. Board Evaluation

participation and contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer-evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held on 14^th February 2023. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, Independent External Persons and noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

17. Audit Committee Recommendations:

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

18. Number of Board the Meetings:

During the year, six (6) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming an integral part of this report.

19. Committees of the Board:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year has been enumerated in Corporate Governance report forming part of this Annual Report.

20. Directors and key managerial personnel:

Appointment / Re-Appointment / Resignation / Retirement of Directors of the Company:

â¢ Mrs. Suneetha Goriparthi retires by rotation and being eligible, offers herself for reappointment.

â¢ Ms. Rani Rai Chouksey, Company Secretary of the company resigned w.e.f 19^th August, 2022.

As required under Regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:

Particulars	Mrs. Suneetha Goriparthi
Date of Birth	01.06.1991
Brief resume of the Director	B. Com Passed and has an experience in Finance, Accounting, Audit and Tax Planning.
Nature of expertise in specific functional areas	Finance and Accounting
Disclosure of relationships between directors inter-se	--

Names of listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years
Shareholding of non-executive directors in the listed entity, including shareholding as a beneficial owner
In case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets such requirements.

Key Managerial Personnel for the financial year 2022-23.

â¢ Mr. Gundala Raju, Non-Executive -Independent Director of the Company

â¢ Mr. Saladi Arjun Kumar, Non-Executive -Independent Director of the company.

â¢ Mrs. Sathya Bhagyalakshmi Saladi, Non-Executive - Independent Director of the company.

â¢ Mrs. Suneetha Goriparthi, Non-executive Director of the company.

â¢ Mr. Vinod Kumar Maganti, Whole Time Director of the company.

â¢ Mr. Durga Adi Deva Vara Prasad Challa, Whole Time Director & CFO of the company.

â¢ Ms. Rani Rai Chouksey, Company Secretary of the company (resigned w.e.f 19^th August, 2022).

21. Statutory audit and auditors report:

The members of the Company at their Annual General Meeting held on 26th December, 2020 have appointed M/s. M.M. Reddy & Co., as statutory auditors of the Company to hold office until the conclusion of 42nd Annual General meeting of the Company. The Auditorsâ Report for fiscal 2023 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for audited financial results of the Company for the Financial Y ear ended March 31, 2023 from the statutory auditors of the Company.

22. Internal auditors:

The Board has appointed M/s. L. Sivakumar & Associates, Hyderabad as Internal Auditors for the Financial Year 2023-2024.

23. Secretarial Auditor & Audit Report:

The Report given by the Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of this Report. The following are the qualifications given by the Secretarial Auditor:

Sl. No.	Qualifications
1	Section 137(1)-Company has not filed the copy of the financial statements along with all the documents which are required to be or attached to such financial statements under this Act, duly adopted at the annual general meeting of the company with the Registrar within thirty days of the date of annual general meeting in Form AOC-4 XBRL for the financial year ended 31.03.2022.
2	Section 92(4)-Company has not file with the Registrar a copy of the annual return in Form MGT-7, within sixty days from the date on which the annual general meeting is held.
3	Section 203(1)-Ms. Rani Rai Chouksey, Company Secretary of the company resigned w.e.f. 19^th August, 2022 and the vacancy was not filled by the company within 6 months of resignation.
4	Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018- Company has made Delay in submission of Reconciliation of Share Capital Audit Report for the Quarter ended 31st December, 2022.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
5	Regulation 6- Non- Appointment of Company Secretary w.e.f. 19.08.2022
6	Regulation 13(3)- Company has made delay in submission of statement of Investor Complaints for the Quarter ended 31st December, 2022 and in this regard BSE has imposed penalty of Rs. 17,700.
7	Regulation 27- Company has made delay in submission of Corporate Governance Report for the Quarter ended 31st December, 2022 and in this regard BSE has imposed penalty of Rs. 68,440.
8	Regulation 31- Company has made delay in submission of Shareholding Pattern for the Quarter ended 31st December, 2022 and in this regard BSE has imposed penalty of Rs. 51,920.
9	Regulation 46- Company does not have functional website.

Management Response: The Management has assured that corrective action has been initiated to avoid such instances in future and penalties imposed by exchange were duly paid.

Further the Company has appointed Mr. Rohit Jain as Company Secretary and Compliance officer w.e.f 11.04.2023.

24. Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 30, 2023, was given by Ms. Pooja Bansal, Practicing Company Secretary (CP No. 18524) which was submitted to BSE Limited within 60 days of the end of the financial year.

25. Cost Records and Cost Audit:

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

26. No Frauds reported by statutory auditors:

During the Financial Y ear 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

27. Declaration by the Company:

28. Capital of the company:

The Authorized Share Capital of the Company is Rs. 32,00,00,000 (Rupees Thirty-Two Crores only) divided into 6,40,00,000 equity shares (Six Crore Forty Lakhs only) of Rs. 5/- each.

29. Conservation of energy, technology absorption and foreign exchange outgo:

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

A. Conservation of Energy:

Power:	2022-23	2021-22
No. of Units consumed	3.29 lacs	10.65 Lakhs
Unit Rate (Rs.)	10.47	10.47
Total Amount (Rs.)	33.54 lacs	111.41 Lakhs
Fuel:	--
No. of Units Consumed (Ltrs)	--	6669

Unit Rate (per Ltr.) (Rs.)	--	103.56
Total Amount (Rs.)	_--	6.91 Lakhs

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. Nil

2. Foreign Exchange Outgo: Nil

30. Composition of CSR Committee and Contents of CSR Policy:

31. Management discussion and analysis report:

The Management Discussion and Analysis Report as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) is attached separately as âAnnexure- II.â

32. Risk management policy:

33. Corporate governance:

34. Annual Return:

35. Code of Conduct for Prevention of Insider Trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Conduct for Prevention of Insider

Trading (âInsider Trading Codeâ) and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information (âUPSIâ).

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.msrindia.in.

36. Internal Financial Control Systems:

37. Directorâs Responsibility Statement:

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

a. in the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31st March 2023 and of the profit of the Company for the financial year ended 31st March 2023;

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 the Company and that such internal financial controls are adequate and were operating effectively; and

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

38. Vigil Mechanism/Whistle Blower Policy:

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at www.msrindia.in.

39. Wholetime Director and CFO Certification:

40. Particulars of loans, guarantees or investments:

The year under review, the Company has not given any loans or corporate guarantee or provided any security during the year.

41. Investor Relations:

42. Related Party Transactions:

43. Declaration of independence:

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct.

44. Policy on directorâs appointment and remuneration:

46. 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 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. Durgaadideva Varaprasad Challa, Whole-Time director and CFO, Vinod Kumar, Whole-time Director of the Company to the median remuneration of the employee is 1.03:1 & 1:1 respectively.

47. Failure to implement corporate actions:

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

48. Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

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

49. Insurance:

The properties and assets of your Company are adequately insured.

50. Secretarial Standards:

51. Non-executive directorsâ compensation and disclosures:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

52. 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 disclosures is not required.

53. Prevention of sexual harassment at workplace:

During the financial year ended March 31,2023, no complaints pertaining to sexual harassment have been received.

54. Policies:

55. Listing on Stock Exchanges:

The Companyâs shares are listed on BSE Limited. The details are provided in the corporate governance report which form part of annual report

56. Green Initiatives:

57. Deviations, if any observed-on funds raised through public issue, preferential Issue etc:

During the year under review, company has not raised any funds from public or through preferential allotment.

58. Event based disclosures:

During the year under review, the Company has not taken up any of the following activities:

e. Buy back shares: The Company did not buy-back any shares during the period under review.

f. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

59. Details of application made or proceeding pending under insolvency and bankruptcy code, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

60. Details of difference between valuation amount on one time settlement and Valuation while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

61. 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.

For and on behalf of the Board of MSR India Limited

Place: Hyderabad Date: 07-09-2023

Sd/- Sd/-

Durgaadideva Varaprasad Challa Vinod Kumar Maganti Whole-time Director & CFO Whole-time Director

DIN: 09039943 DIN: 08694139

Mar 31, 2018

The Members,

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 31^st March, 2018.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OFAFFARIS:

The performance during the period ended 31^st 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 for the financial year ended 31.03.2017. The Profit after tax stood at Rs. 177.00 Lakhs for the financial year ended 31.03.2018 as against Rs. 90.64 lakhs for the financial year ended 31.03.2017.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were material changes and commitments affecting financial position of the company between 31^stMarch 2018 and the date of Board''s Report. (i.e.03.09.2018). The Company is starting a new plant and has investment in purchasing of plant and Machinery, structural process like installation of machinery and erection of large sheds, electrical and electronic installation processes etc, obtaining permission from the concerned department and authorities etc. Borrowing funds from the Banks/Financial Institutions for the 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 in the nature of Business

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

DIVIDEND:

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 Investor and Education and Protection Fund for the financial year ended 31^st March 2018.

CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company is Rs. 32,00, 00, 000 (Rupees Thirty Two Crores only) divided into 6,40,00,000 equity shares (Six Crore Forty Lakhs only) of Rs. 5/- each only. The Paid -up capital of the company is Rs. 31, 44, 00,000 (Rupees Thirty One Crores Fourty Four Lakhs only) divided into 6, 28, 80,000 equity shares (Six Crore Twenty 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 per section-131 of the Companies Act, 2013.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure 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 impact on 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/transaction with related parties which could be considered material in accordance with the policy of the 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 with related party transactions as approved by the Board may be accessed on the Company''s website at www.cs@msrindia.in

BOARD MEETINGS DURING THE YEAR:

The Board of Directors duly met 5 (Five) times on 23.05.2017, 14.08.2017, 26.08.2017, 14.11.2017 and 14.02.2018, in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

CORPORATE GOVERNANCE:

A Separate section titled "Report on Corporate Governanceâ along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Discussion and Analysis Report for the year under review which forms part of Annual 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, as stipulated 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 the Companies (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

RISK MANAGEMENT:

The Company has put in place a mechanism to identify, assess, monitor and mitigate various risk associated with the business. Major risk identified are systematically discussed at the meeting of the Audit committee and Board of Directors of the company, In line with the new regulatory requirement, the company has framed the Risk Management policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policies and procedures.

COMMITTEES OF THE BOARD:

The Board of Directors of the Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 viz. Audit committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

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 and fixing of term of reference/role of the committee are taken on record by the Board of Directors.

Details of the role and constitution of committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the corporate governance section of the Annual Report.

BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director''s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. 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 the Board, covering various criteria such as degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Feedback was also taken from every Director on his assessment of the performance of each of the other Directors.

ii) The Nomination and Remuneration Committee (NRC) then discusses the above feedback received from all the Directors.

iii) Based on the inputs received, the Chairman of the NRC also makes a presentation to the Independent Directors at their meeting, summarizing the inputs received from the Directors as regards Board performance as a whole and of the Chairman. The performance of the 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 the performance of the Board (as a whole) is discussed by the Chairman of the NRC with the Chairman of the Board. It is also presented to the Board and a plan for improvement is agreed upon and is pursued.

v) Every statutorily mandated Committee of the Board conducts a self-assessment of its performance and these assessments are presented to the Board for consideration. Areas on which the Committees of the Board are assessed include degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

vi)Feedback is provided to the Directors, as appropriate. Significant highlights, learning and action points arising out of the evaluation are presented to the Board and action plans are drawn up. During the year under report, the recommendations made in the previous year were satisfactorily implemented.

The peer rating on certain parameters, positive attributes and improvement areas for each Board member are also provided to them in a confidential manner. The feedback obtained from the interventions is discussed in detail and, where required, independent and 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

He is a mechanical engineering

of the Director

graduate and has been credited with developing DR. Copper which

is the world''s 1^st 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, and Mrs. Bharathi Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 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 hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments 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 forth at period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

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.

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, as amended, 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 have become or ceased to be its subsidiaries, joint venture or associate company during the year.

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 143 OTHER 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 the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section-139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Vijay Sai Kumar& Associates., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDITOR:

Mrs. Sujatha is the internal Auditor of the Company for FY 2017-18.

SECRETARIAL AUDITOR:

The Board had appointed Ms. AakankshaShukla, Practicing Company Secretaries, Hyderabad, having CP No. 40065 to conduct Secretarial Audit for the financial year 2017-18, pursuant to the provisions of Section-204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for 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 Companies Act, 2013, Secretarial audit report as provided by Ms. Aakanksha Shukla, Practicing Company Secretaries is annexed to this Report as annexure.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from 01^stApril, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2018 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected 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 according to the provisions of section 204 of the Companies Act 2013, and noted the same.

CORPORA TE SOCIAL RESPONSIBILITY fCSR):

Since the Company does not has the Net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, a net profit of Rs. 5 Crores or more during the financial year, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to and hence the Company need not adopt any Corporate Social Responsibility Policy.

COMPLIANCE WITH SEBI fLISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following 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 provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy 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. 10,48,650/Foreign Exchange Outgo: Rs. NIL

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 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 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.

RELATED PARTY TRANSACTIONS:

During the year, the Company had not entered into any other 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.

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 the 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, the ratio of remuneration to maiden employees 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 or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

CEO/ CFO Certification

The Managing Director and CEO/ CFO certification of the financial statements for the year 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 disclosures is not required.

SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards issued by The Institute of Company 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 following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during 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) Rules,2014.

2. Issue of shares with differential rights: The Company has not issued any shares with 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) Rules,2014.

3. Issue of shares under employee''s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no 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.

4. Non- Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section-67(3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares:

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 under review.

7. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.

EMPLOYEE RELA TIONS:

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. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section-197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an 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 year.

- 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, other statutory authorities like SEBI, ROC, Stock Exchanges, NSDL, CDSL, etc and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board

MSR India Limited

Sd/-

Place: Hyderabad K V Rajasekhar Reddy

Date: 03.09.2018 Managing Director

(DIN:07120513)

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2016.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2016 has been as under:

(Rs. In Lakhs)

Particulars	2015-2016	2014-2015

Total Income	17,709.53	8574.46
Expenditure	17,611.24	8520.83
Profit before exceptional items and Tax	98.29	53.63
Exceptional Item	-	-
Profit/(Loss) Before Tax	98.29	53.63
Less: Deferred Tax	-	-
Less: Provision of MAT	18.15	12.70
Net Profit/ (loss) after Tax	80.13	40.93
Balance Carried to Balance Sheet	80.13	40.93

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31^st March 2016 and the date of Board''s Report. (I.e. 29/08/2016)

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business. PUBLIC DEPOSITS:

DIVIDEND:

The Company has declared 2% dividend on Face value of equity shares.

CORPORATE GOVERNANCE:

A Separate section titled "Report on Corporate Governance" along with the Auditors'' Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

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 an 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 set up 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 201415. 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 extracting the best result from them. He played a key role in increasing the distributor network for the company and has also been significant in launching the company''s new business verticals.
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

INTER-SE TRANSFER:

Mr. M.Srinivasa Reddy Belonging to Promoter Category has transferred shares through Inter-se transfer to M. Malla Reddy (Brother), Padmavathi (Wife), Dheeraj (Son), Kanaka Vindya Prudhvi (Daughter) & Vijaya Lakshmi (Sister).

TRANSFER TO RESERVES:

The Company has transferred Rs. 75.68 Lakhs to the reserves for the purpose of dividevd.

DIVERSIFICATION INTO NEW VERTICALS:

The Company is happy to announce that it has entered into new verticals of business in the Current Financial Year

2016-17. The Company has diversified into following sector:

1. Extrusion & Forging: The Company has set up Extrusion and Forging unit at Jeedimetla plant. The Company has specialized in production of Special Purpose components for Aerospace and Defense Industry. The Company has recently received a work order from Vikram Sarabhai Space centre (ISRO) and has completed the same in a record time.

2. DR.COPPER: The Company''s brainchild DR.COPPER world''s first seamless copper water bottle is being manufactured at our Company''s Jeedimetla plant.

3. FMCG SECTOR: The Company has a built a state of art Manufacturing unit at Bowrampet. The Company will manufacture Pasta, Vermicelli, Chakki Atta, Suji Rava, Maaida, Energiam & Energy powder from this plant. The Company also will sell pulses and household grocery products.

4. e-COMERCE PORTAL: The Company is in the process of launching "monthlybasket.co.in" an e-commerce portal. Where the company plans to sell household groceries under single pack. The concept is unique and has a huge potential.

All the above sectors would give huge boost to the company''s revenue in the current fiscal year.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Koti Reddy Somala, Mr. Gundala Raju, and Mrs. Priyanka

Palacharla, Independent directors of the company to the effect that they are meeting the criteria of independence

as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the company and that 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 AUDITORS:

M/s. Vijay Sai Kumar& Associates, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

INTERNAL AUDITOR:

M/s. Nirosha is the internal Auditor of the Company for FY 2015-16.

SECRETARIAL AUDITOR:

The Board had appointed M/s. S. S. Reddy & Associates, Practicing Company Secretaries, Hyderabad, having CP No.7478 to conduct Secretarial Audit for the financial year 2015-16, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR - 3 for the financial year 2015- 16 is enclosed herewith as Annexure A 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 Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2016 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected 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 according to the provisions of section 204 of the Companies Act 2013, and noted the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

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.NIL Foreign Exchange Outgo: Rs. NIL

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

INSURANCE:

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 FACILITIES:

The company has not given loans or Guarantees during the year under review RISK MANAGEMENT POLICY:

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. Remuneration paid to Mr. K.V.Rajasekhar Reddy, Managing Director of the company of Rs. 22, 95,571 per annum which is well within the limits of Section 197 read with Schedule V of Companies Act, 2013. During the year, the Company had not entered into any other 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.

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 the Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

Non-Executive Directors'' Compensation and Disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

CEO/ CFO Certification

The Managing Director and CEO/ CFO certification of the financial statements for the year 2015-16 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 disclosures is not required.

SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards issued by The Institute of Company 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 following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during 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) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with 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) Rules, 2014.

3. Issue of shares under employee''s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no 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

4. Non-Exercising of voting rights : During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

5. Disclosure on purchase by company or giving of loans by it for purchase of its shares: 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 under review.

7. Preferential Allotment of Shares: The company did not allot any shares on preferential basis during the period under review.

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. 8,50,000/- and above per month or Rs.1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of Companies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration Of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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 year.

- 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.

For and on behalf of the Board

MSR India Limited

Sd/-

Place: Hyderabad K.V.Rajasekhar Reddy

Date: 29.08.2016 Managing Director

(DIN: 07120153)

Mar 31, 2015

To,

The Members of MSR India Limited,

The take pleasure in presenting the 32nd Annual report together with Audited accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Lakhs)

Particular 2014-2015 2013-2014

Total Income 8574.46 1024.85

Total Expenditure 8520.83 1040.18

Profit Before Tax 53.63 (15.33)

Provision for Tax 12.70 4.08 Profit/(Loss) after Tax 40.93 (19.41)

Transfer to General Reserves 0 0

Profit available for 0 0 appropriation

Provision for Proposed 0 0 Dividend

Provision for Corporate Tax 0 0

Balance Carried to Balance 40.93 (19.41) Sheet

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:

Your Directors have not recommended any dividend for the year.

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 (FORM AT 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 32Â' 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.

B. Technology Absorption

1. Research and Development (R&D) : 10.68 Lakhs

2. Technology absorption, adoption and innovation : 4.58 Lakhs

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : 20,000 Euros INR 14.56 lacs

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 under 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 year.

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.

For and on behalf of the Board of MSR India Limited

Sd/- Sd/-

Place: Hyderabad K.V.Rajasekhar Reddy Gundala Raju

Date: 29.08.2015 Managing Director Director

DIN: 07120513 DIN: 01742710

Mar 31, 2014

The Shareholders,

The Directors have pleasure in presenting the 31st Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2014 and Balance Sheet as on that date.

Financial Results

Key aspects of the Company''s financial results for the year 2013-14 are as tabulated below:

(Amount in Lacs)

Particulars 2013-14 2012-13

Sales and other income 1,024.85 300.30

Total Expenditure other than Depreciation 1,030.48 292.46

Gross Profit before Depreciation, Finance Charges and (5.63) 7.83 Tax

Depreciation 9.70 5.42

Profit Before Tax 2.40

(15.33)

Exceptional Items - 1079.09

Provision for Tax 4.08 1.36

Profit after tax (19.41) (1078.05)

Business Performance & Operations:

Your Company''s has incurred a net loss of Rs. 19.41 Lacs during the year under review as compared to the previous financial year. During the year under review the total revenue has increased to Rs. 1024.85 Lacs as against Rs. 300.30 Lacs during the previous financial year.

Dividend on Equity Shares:

Keeping in view the losses incurred by the Company, your Directors have decided not to recommend any dividend for the year under review.

Fixed Deposits:

Your Company does not accept or hold any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest on fixed deposits was outstanding as on date of the Balance Sheet.

Corporate Governance:

As required by Clause 49 of the listing agreement, a separate report on Corporate Governance together with a certificate of Statutory Auditors of the Company forms part of this report as per Annexure II.

Formation of Various Committees:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and forming part of this report.

Directors:

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. S Koti Reddy, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board places on record its appreciation for the contribution made by the above-mentioned Directors to your Company and industry during their tenure.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have beenfollowed;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit and cash flow of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

Personnel:

Information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 will be made available on request by the Members.

Auditors & Auditors'' Report:

Your Company''s Statutory Auditors, M/s. Bhaskara Rao & Associates, Chartered Accountants, bearing Firm Registration No. 006171S, have resigned. The Company has decided to appoint M/s Vijay Sai Kumar & Associates, bearing Firm Registration No. 004694S as the Statutory Auditors of the Company who have shown their eligibility and willingness to accept the office of the Statutory Auditors. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice Convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this report as per Annexure I.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Adequate measures have been taken to conserve energy wherever possible. Nothing has been undertaken in the areas of research and development.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Human Resources:

Your Company continuously invests in people development, identifying and grooming management talent and has a culture of harnessing people power to the maximum.

Appreciation:

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment, which has enabled the Company to progress.

For and on behalf of the Board of Directors of M/s. MSR India Limited Sd/-

Date: 20.08.2014 M. Srinivasa Reddy

Place: Hyderabad Managing Director

Mar 31, 2013

To The Shareholders,

The Directors have pleasure in presenting the 30th Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2013 and Balance Sheet as on that date.

Financial Results

Key aspects of the Company''s financial results for the year 2012-13 are as tabulated below:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Sales and other income 300.29 752.11

Total Expenditure other than Depreciation 292.46 747.64

Gross Profit before Depreciation, Finance Charges and 7.83 4.47 Tax

Depreciation 5.43 3.56

Profit Before Tax 2.40 0.91

Exceptional Items 1079.09 -

Provision for Tax 1.36 0.32

Profit after tax (1078.05) 0.59

Business Performance & Operations:

Your Company''s has incurred a net loss of Rs. 1078.06 Lacs during the year under review as compared to the previous financial year. During the year under review the total revenue also decreased to Rs. 300.30 Lacs as against Rs. 752.11 Lacs during the previous financial year.

Dividend on Equity Shares:

Keeping in view the losses incurred by the Company, your Directors have decided not to recommend any dividend for the year under review.

Fixed Deposits:

Your Company does not accept or hold any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest on fixed deposits was outstanding as on date of the Balance Sheet.

Increase in Share Capital pursuant to Bonus Issue:

During the year under review your company has issued 260 Lacs Equity Shares of Re. 10/- each by way of bonus to the shareholders of the Company in the ratio of 5:1 on 24th December, 2012. The Authorized Share Capital of the Company was increased from Rs. 3000 Lacs (300 Lacs Equity Shares of Rs. 10/- each) to Rs. 3200 Lacs (320 Lacs Equity Shares of Rs. 10/- each). Thus consequent to the Bonus Issue, the issued, subscribed and paid-up capital of the Company is increased from Rs. 524 Lacs (52.40 Lacs Equity shares of Rs. 10 each) to Rs. 3144 Lacs (314.40 Equity shares of Rs. 10 each).

Corporate Governance:

As required by Clause 49 of the listing agreement, a separate report on Corporate Governance together with a certificate of Statutory Auditors of the Company forms part of this report as per Annexure II.

Formation of Various Committees:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and forming part of this report.

Directors:

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. I Srinivasa Raju, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board places on record its appreciation for the contribution made by the above-mentioned Directors to your Company and industry during their tenure.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms that:

1. In preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit and cash flow of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

Personnel:

No employee was in receipt of remuneration exceeding the limits prescribed under section 217 (2A) of the Companies Act, 1956 and the rules framed there under, as amended from time to time.

Auditors & Auditors'' Report:

Your Company''s Statutory Auditors, M/s. Bhaskara Rao & Associates, Chartered Accountants, bearing Firm Registration No. 006171S, retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice Convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Management Discussion and Analysis: .

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this report as per Annexure I.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Adequate measures have been taken to conserve energy wherever possible. Nothing has been undertaken in the areas of research and development. ~

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Human Resources:

Your Company continuously invests in people development, identifying and grooming management talent and has a culture of harnessing people power to the maximum.

Appreciation:

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Directors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment, which has enabled the Company to progress.

For and on behalf of the Board of Directors

of M/s. MSR India Limited

Sd/-

Date: 27.06.2013 M. Srinivasa Reddy

Place: Hyderabad Managing Director

Mar 31, 2012

The Directors have pleasure in presenting the 29a' Annual Report of the Company together with its Audited Profit and Loss Account for the year ended 31st March, 2012 and Balance Sheet as on that date.

Financial Results

Key aspects of your Company's financial results for the year 2011-12 are tabulated below:

(Rs. In Lacs)

Particulars 2011-12 2010-11

Revenue 752.11 1417.20

Total Expenditure other than Finance Charges and 751.14 1372.63 Depreciation

Gross Profit before Depreciation, Finance Charges and 0.97 44.57 Tax

Finance Charges - -

Depreciation 0.06 0.07

Profit Before Tax 0.91 44.50

Provision for Tax 0.32 13.75

Profit after tax 0.59 30.75

Business Performance & Operations:

Your Company's Net profit during the year under review decreased to Rs. 0.59 Lacs as against Rs. 30.75 Lacs in the previous year During the year under review the total revenue also decreased to Rs. 752.11 Lacs as against a Profit of Rs. 1417.20 Lacs for the previous year.

Because of the global recession and based on the India Economic conditions Your Company has diversified its business from Infrastructure to Agriculture Sector during the year under review-

Dividend on Equity Shares:

Keeping in view the growth and expansion plans, your Directors have decided not to recommend any dividend for the year under review.

Fixed Deposits:

Your Company does not accept or hold any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under and as such, no amount on account of principal or interest on fixed deposits was outstanding as on date of the Balance Sheet.

Increase in Share Capital:

During the year under review your company has issued 50,00,000 Equity Shares of Re. 10/- each at an issue price of Rs. 62,50/- per share to promoters and others on preferential basis on 7lh February, 2012. Thus the issued, subscribed and paid-up capital of the Company increased from Rs. 24.00 Lacs to Rs.524.00 Lacs.

Corporate Governance:

As required by Clause 49 of the listing agreement, a separate report on Corporate Governance together with a certificate of Statutory Auditors of the Company forms part of this report as per Annexure II.

Formation of Various Committees:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 1956 are given in the Corporate Governance Report annexed and forming part of this report.

Directors:

Pursuant to the requirements of the Companies Act, 1956 and Articles of Association of the Company, Mr. S Koti Reddy, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Brief resume of the Director proposed to be re-appointed, nature of their expertise and other details as stipulated under Clause 49 of the Listing agreement are provided in the Notice for convening the Annual General Meeting forming part of this Annual Report.

Post Balance Sheet date Mr. P kamala Kumar, Mr. MWR Varma, Mr. S Krishna Kanth Verma, Ms. C Swapna resigned from the Directorship of the Company.

The Board places on record its appreciation for the contribution made by the above-mentioned Directors to your Company and industry during their tenure

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Board of Directors ofthe Company hereby confirms that:

1. In preparation ofthe annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed;

2. The Board of Directors of the Company have selected appropriate accounting policies and applied them consistently and made j udgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs ofthe Company as at 31 st March, 2012 and of the profit and cash flow ofthe Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

Personnel:

No employee was in receipt of remuneration exceeding the limits prescribed under section 217 (2 A) of the Companies Act, 1956 and the rules framed there under, as amended from time to time.

Auditors & Auditors' Report:

Your Company's Statutory Auditors, M/s. Chitta & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in theNotice Convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors under Section 217(3) of the Companies Act, 1956.

Management Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this report as per Annexure I.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Adequate measures have been taken to conserve energy wherever possible. Nothing has been undertaken in the areas of research and development.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

Human Resources:

Your Company continuously invests in people development, indentifying and grooming management talent and has a culture of harnessing people power to the maximum.

Appreciation:

Your Directors wish to express their sincere appreciation to the Central Government, the State Governments, bankers and the business associates for their excellent support and look forward to continued support in future. Your Dir ectors wish to place on record their appreciation to the employees at all levels for their hard work, dedication and commitment, which has enabled the Company to progress.

For and on behalf of the Board of Directors of M/s.MSR India Limited Sd/-

Date: 06.09.2012 M. Srinivasa Reddy

Place: Hyderabad Managing Director

Mar 31, 2011

The Directors of your Company have pleasure in presenting to you the 28th Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2011 along with the Auditor's Report thereon.

FINANCIAL RESULTS :

Lakhs.

Particulars 2010-11 2009-10

Net Sales / Income 1428.96 47.64

Total Expenditure 1365.90 44.88

Gross Operating Profit 63.06 2.76

before interest& tax

Interest and Financial 4.81 0.00

Charges

Depreciation 0.07 1.45

Profit before Tax/Loss 44.50 1.29

Provision for Tax 13.74 0.00

Net Profit After 30.75 1.29 Taxation

OPERATIONS

During the year under review the total turnover is Rs.1428.96 Lakhs as against Rs.47.64Lakhs in the previous year and the Net Profit for the year was Rs.30.76Lakhs as against a Profit of Rs.1.29 Lakhs for the previous year registering a rapid growth in the progress of the company

DIVIDEND

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

DIRECTORS

In accordance with the Companies Act, 1956 read with Articles of Association of the company

The directors Mr. Kamala Kumar Pothapragada and Mr. Krishna Kanth Varma retire by rotation and are eligible for re- appointment.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of section 58A of the Companies Act, 1956 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

a) That in the preparation of the annual accounts, the applicable Accounting standards have been followed.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) That the Directors had prepared the accounts for the year ended 31st March, 2011 on a 'going concern' basis.

LISTING:

The Equity shares of your company are listed on The Bombay Stock Exchange Limited.

CODE OF CONDUCT:

The code has been circulated to all the members of the Board and senior management and the compliance of the same has been affirmed by them.

AUDITORS:

Members are informed that M/s. K. Prahlada Rao & Co., Chartered Accountants , Hyderabad was appointed as Statutory Auditors of the company in the EGM held on 01.10.2010 in the place of S. Kishore Kumar, Chartered Accountants , Hyderabad. They are eligible for reappointment as statutory auditor for the financial year 2011-2012. They have furnished a certificate to the effect that their re-reappointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. Your Board recommends their appointment.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with Compliance Certificate of the Auditors is annexed hereto.

EMPLOYEE RELATIONS

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels of the company for their excellent support and contribution at all times.

There is no employee whose particulars are to be furnished pursuant to the provisions under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (amendment) Act, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A. Conservation of Energy, Power : Adequate measures have been taken to

conserve energy wherever possible.

B. Research & Development : The company has commenced its activities recently hence nothing has been undertaken in the areas research & development.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their gratitude to the Government authorities, and also for the support and co- operation received from the Bankers of the company, Shareholders, Auditors, Customers, vendors, business associates and Staff of the Company for their valued support during the year under review.

By order of the Board

for REMIDICHERLA INFRA & POWER LIMITED

Place: Hyderabad Sd/-

Date : 03 September 2011 M SRINIVASA REDDY

MANAGING DIRECTOR

Mar 31, 2010

The Directors of your Company have pleasure in presenting to you the 27th Annual Report on the business & operations of the company and Audited Statement of Accounts for the year ended 31st March, 2010 along with the Auditors Report thereon.

FINANCIAL RESULTS

Particulars 2009- 2010 2008 - 2009

Net Sales / Income 47.64 0.00

Total Expenditure 44.88 0.48

Gross Operating Profit 2.76 (0.48)

Interest and Financial Charges 0.00 0.00

Depreciation 1.45 0.23

Profit beforeTax/Loss 1.29 (0.71)

Provision for Tax 0.00 0.00

Net Profit 1.29 0.71

OPERATIONS

During the year under review the total income was Rs.47.64 Lakhs as against Rs.46.34 Lakhs in the previous year and the Net Profit for the year was Rs.1.29 Lakhs as against a loss of Rs.0.71 Lakhs for the previous year.

DIVIDEND

Your Directors are unable to recommend any dividend for the year due to inadequacy of profits.

FUTURE PROSPECTS

During the year under review the companys management was acquired by Sri M Srinivasa Reddy through a share purchase agreement dated 30th January 2010. Accordingly an open offer was made pursuant SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1996 which was kept open from 17th March 2010 to 5th April 2010.

CHANGE OF OBJECTS AND NAME

As per the plans of the new promoters, the main objects of the company have been changed from leasing, finance, etc., to that of Infrastructure, Power, Mining, etc. by amending the Memorandum of Association.

Pursuant to the change in the activities of the company the name of the company has been changed from " Star Leasing Limited " to " Remidicherla Power Limited and " Remidicherla Infra & Power Limited " which has been approved by the Registrar of Companies vide Fresh Certificate of Incorporation consequent to change of name dated 7th July 2010.

Accordingly, the company has commenced its operations in its infrastructure division and has earned an income of Rs.47.64 Lakhs for the year ended 31st March 2010 and net profit of Rs.1.29 Lakhs for the said period.

REVOCATION OF SUSPENSION IN THE TRADING OF THE SCRIP OF THE COMPANY

Your Directors are happy to inform you that vide Notice No.20100512-21 dated 12th May 2010, BSE has revoked its suspension in the trading of the scrip of the company and the trading was recommenced from 18th May 2010.

DIRECTORS

Consequent to the change in the Management of the company the following Directors were appointed as Additional Directors of the company during the year under review and retire at the conclusion of the ensuing Annual General Meeting.

1) Mr. M Srinivasa Reddy

2 Mr. I Srinivasa Raju

3 Mr. P Kamala Kumar

4 Ms P Priyanka

5 Mr. S K Reddy

6 Mr. Krishna Kanth Varma

7 Mr. Mudunuri Veera Venkata Ramana Varma 8) Ms. Swapna Chaparala

Accordingly the following Directors resigned as Directors of the company:

I) Sri Rajan M Shah

ii) Mrs. Bhavana R Shah

iii) Sri Manubhai C Shah

iv Sri Chirag A Mehta

v) Sri Hitesh V Raja

vi) Sri Dinesh M Patel

The Board while accepting their resignation recorded its appreciation for their contribution during their tenure on the Board.

Sri M Srinivasa Reddy was appointed as Managing Director of the company w.e.f. 7th July 2010 without any remuneration payable to him.

FIXED DEPOSITS

The company has not accepted any Fixed Deposits and the provisions of section 58A of the Companies Act, 1956 are not applicable to the Company

AUDITORS

Since there has been a change in the management of the company the present Auditors M/S HK Godhia Associates resigned and Mr. S Kishore Kumar, Chartered Accountant, was appointed as Statutory Auditor of the Company who retire at the ensuing Annual General Meeting and are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the Companies Act, 1956, your Directors wish to state:

a) That in the preparation of the annual accounts, the applicable Accounting standards have been followed.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) That the Directors had prepared the accounts for the year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with Compliance Certificate of the Auditors is annexed hereto.

EMPLOYEE RELATIONS

Your Directors wish to express their sincere appreciation of the efficient services rendered by the employees at all levels of the company for their excellent support and contribution at all times.

There is no employee whose particulars are to be furnished pursuant to the provisions under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by the Companies (amendment) Act, 1988.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

A Conservation of Energy Power : Adequate measures have been taken to conserve energy wherever possible.

B. Research & Development : The company has commenced its activities recently hence nothing has been undertaken in the areas research & development.

C. Foreign Exchange Earnings : Nil

D. Foreign Exchange Outgo : Nil

ACKNOWLEDGMENTS

Your Directors wish to place on record their gratitude to the Government authorities, for the support and co-operation received from the Bankers of the company Shareholders, Auditors, Customers, vendors, business associates and Staff of the Company for their valued support during the year under review.

By the Order Of the Board

for REMIDICHERLA INFRA & POWER

LIMITED

Sd/-

PLACE: Hyderabad ( M. SRINIVASA REDDY )

DATE: 01-09-2010 MANAGING DIRECTOR

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