To the Members,
MSR India Limited Hyderabad, Telangana, India
Your directors have pleasure in presenting here the 40th Annual Report of
the Company along with the Audited Standalone Financial Statements and the Auditor's
Report thereon for the financial year ended March 31, 2023.
1. Financial summary/highlights:
The performance during the period ended 31st March, 2023 has been as under:
|
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 company's 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 Company's 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 company's
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:
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 Board's 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)
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") 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
("IEPF"), 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, 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:
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 director's familiarization programmes:
Independent Directors are familiarized about the Company's 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
Company's 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 14th 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:
• Mrs. Suneetha Goriparthi retires by rotation and being eligible, offers herself
for reappointment.
• Ms. Rani Rai Chouksey, Company Secretary of the company resigned w.e.f 19th
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.
• Mr. Gundala Raju, Non-Executive -Independent Director of the Company
• Mr. Saladi Arjun Kumar, Non-Executive -Independent Director of the company.
• Mrs. Sathya Bhagyalakshmi Saladi, Non-Executive - Independent Director of the
company.
• Mrs. Suneetha Goriparthi, Non-executive Director of the company.
• Mr. Vinod Kumar Maganti, Whole Time Director of the company.
• Mr. Durga Adi Deva Vara Prasad Challa, Whole Time Director & CFO of the
company.
• Ms. Rani Rai Chouksey, Company Secretary of the company (resigned w.e.f 19th
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 Auditors'
Report for fiscal 2023 does not contain any qualification, reservation or adverse remark.
The Auditors' 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.
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 2023-2024.
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, 2023.
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. 19th 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:
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 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.
| 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:
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 ‘Annexure- II.'
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
Company's 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 Company's 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 ("Insider Trading Code") and Code of Practices and Procedures for
fair disclosure of Unpublished Price Sensitive Information ("UPSI").
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. Director's 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;
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 Company's 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 Company's 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 Company's 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 director's 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 Director's 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 Company's 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.
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 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:
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 "Meetings of the Board of Directors" and "General
Meetings", respectively.
51. 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.
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:
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 ("ICC") 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 31,2023, no complaints pertaining to sexual
harassment have been received.
54. 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
55. Listing on Stock Exchanges:
The Company's 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 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.
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.
For and on behalf of the Board of MSR India Limited
Sd/-
Durgaadideva Varaprasad Challa Whole-time Director & CFO
DIN: 09039943
Sd/-
Vinod Kumar Maganti Whole-time Director
DIN:08694139
Place: Hyderabad
Date: 07-09-2023
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