Microse India Ltd Directors Report.

To

The Members,

Microse India Limited

Your Directors take pleasure in presenting the 31st Annual Report on the business and operations of Microse India Limited along with Audited Financial Statements for the Financial Year ended March 31,2019.

1. KEY FINANCIAL HIGHLIGHTS:

Particulars For the Year ended March 31, 2019 (Rs.) For the Year ended March 31, 201S (Rs.)
Income 19,55,340 80,27,677
Expenditure (25,97,152) (74,86,980)
Profit /(Loss) before Tax (6,41,812) 5,40,697
Deferred Tax/Current Tax (37) (24,004)
Profit/ (Loss) after Tax (6,41,849) 5,16,693

During the year under review your Company has reported a Net Loss of Rs. 6,41,849/- compare to previous financial year wherein there was a Net Profit of Rs. 5,16,693/-.

2. DIVIDEND:

In order to plough back the profits of the Company for further expansion, your Directors thought it prudent not to recommend any dividend.

3. TRANSFER TO RESERVES:

The Company Furs not proposed to transfer any amount to the General Reserve out of amount available for appropriation.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There has been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

5. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (SECTION 134(3)(m) OF THE COMPANIES ACT. 2013:

With the kind of activities carried out by the Company, it has not spent any substantial amount on conservation of energy and technology absorption stipulated under Section 134(m) of the Companies Act, 2013.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not earned any Foreign Exchange in terms of actual inflows during the year and has not spent any Foreign Exchange during the year in terms of actual outflows as Company operates at domestic level.

7. CHANGE IN THE NATURE OF THE BUSINESS:

There has been no change in the nature of business of the Company during the year under review.

8. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this Report in ANNEXURE I and is a part of this Report as on 31st March, 2019.

9. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, your Company has not undergone any Corporate Arrangements, Restructuring, or changes and hence the Company has no new subsidiaries, associates and joint venture companies.

10. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, no Company has ceased to be subsidiary, associate and joint venture Company of your Company.

11. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant orders Passed by any of the Regulators or Courts or Tribunals, which has an impact on the operations of the Company or affecting the Going Concern status of the Company.

12. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.

13. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis report is provided in ANNEXURE 11 which forms part of this report.

14.INTERNAL FINANCIAL CONTROL:

The Board of Directors are primarily responsible for establishing and maintaining internal financial controls within the Company. This is largely based on the internal controls over financial reporting criteria that have been established by the Company. These are based on the size and the nature of the Companys operations and have been designed to provide reasonable assurance on recording and providing reliable operational and financial information, as per the applicable statutes and with regards to compliance norms.

The Company strictly follows the statute, laws, rules and regulations, which is regularly reviewed by the statutory and internal auditors. The adequate internal control framework identifies and analyses risks and manages appropriate responses. It

also ensures stringent compliance across all the business units and departments. The aim behind this is to safeguard the assets, prevent and detect fraud and errors, and also check completeness of accounting records and timely preparations of financial statements.

15.DETAILS OF MEETING OF BOARD OF DIRECTORS;

The Board met seven times during the year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015. The details of which are given below:

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors to whom leave of absence was granted
1 30/05/2018 421, Maker Chamber V, Nariman Point, Mumbai- 400021 5 N.A.
2 08/08/2018 421, Maker Chamber V, Nariman Point, Mumbai- 400021 5 N.A.
3 29/08/2018 421, Maker Chamber V, Nariman Point, Mumbai- 400021 5 N.A.
4 14/11/2018 421, Maker Chamber V, Nariman Point, Mumbai- 400021 5 N.A.
5 05/02/2019 421, Maker Chamber V, Nariman Point, Mumbai- 400021 5 N.A
6 14/02/2019 421, Maker Chamber V, Nariman Point, Mumbai- 400021 5 N.A
7 30/03/2019 421, Maker Chamber V, Nariman Point, Mumbai- 400021 5 N.A

16.CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following changes occurred in Directors and Key Managerial Personnel during the

year:

Sr. No. Name of the Director Particulars Date of Appointment/Resi gnation
1 Mr. Gajendra Nath Chaturvedi Resigned as Independent Director 20/08/2018
2 Mr. Vijay Kumar Jain Resigned as Independent Director 20/08/2018
3 Mr. Kaushal Kishore Agrawal Appointment as Independent Director 29/09/2018
4 Mr. Pawan Ramswaroop Gupta Appointment as Independent Director 29/09/2018
5 Ms. Agrima Shah Company Secretary & Compliance Officer 05/02/2019

Based on the terms of Appointment, executive directors and the non-executive directors are subject to retire by rotation. Mr. Shyam Sunder Agrawal who was appointed on 24th February, 1994, in the current term, being the longest serving member and who is liable to retire, being eligible, seeks re-appointment.

The Board recommends his re-appointment.

17.STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 161 OF THE COMPANIES ACT, 2013:

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013.

In view of the above provisions, your Company has following Independent Directors:

Name of the Independent Director Date of appointment / Re-appointment Date of passing of special resolution (if any)
1. Mr. Kaushal Agrawal 29/09/2018 NA
2. Mr. Pawan Gupta 29/09/2018 NA

18. COMMITTEES OF BOARD

i. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of three Directors with two Independent Directors and one Non-Executive Director and the Chairman being the Independent Director. The said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the terms of reference as approved and adopted by the Board. The Nomination and Remuneration Policy is attached as per

ANNEXURE-III

The Composition of the Nomination and Remuneration Committee is as under:

Chairman:

Mr. Kaushal Agrawal (Independent Director)

Members:

> Mr. Pawan Gupta (Independent Director) k Ms. Nisha Garg (Non-Executive Director)

The meeting of Nomination & Remuneration Committee was held on August29, 2018 and February 02, 2019 and all members were present.

ii. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an Audit Committee comprising of minimum three Directors consisting of two Non- Executive Independent Directors and one Executive Director with the Chairman being Independent director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

Chairman:

Mr. Kaushal Agrawal (Independent Director)

MEMBERS:

r Mr. Shyam Sunder Agrawal (Executive Director) > Mr. Pawan Gupta (Independent Director)

Details of Meeting of Audit Committee:

Sr. Date of No. Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1 30/05/2018 421, Maker Chamber V, Nariman Point, Mumbai- 400021 3 N.A.
2 08/08/2018 421, Maker Chamber V, Nariman Point, Mumbai- 400021 3 N.A.
3 14/11/2018 421, Maker Chamber V, Nariman Point, Mumbai- 400021 3 N.A.
4 05/02/2019 421, Maker Chamber V, Nariman Point, Mumbai- 400021 3 N.A
5. 14/02/2019 421, Maker Chamber V, Nariman Point, Mumbai- 400021 3 N.A.

The functions of the Audit Committee are stated beloiv:

(a) Overview of the companys financial reporting process and the Disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(b) Review and monitoring of internal control system and compliance of audit observations of the Auditors;

(c) Review of the financial statements before submission to the Board;

(d) Supervision of other financial and accounting matters as may be referred to by the Board;

(e) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of internal control systems;

(f) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(g) Reviewing tire companys financial and risk management policies;

(h) Overseeing vigil mechanism for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases.

Acceptance of Recommendations of the Audit Committee;

The Management acted upon the observations and suggestions of the Audit

Committee:

1. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval;

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

5. Review and monitor the auditors independence and performance, and effectiveness of audit process;

6. Approval or any subsequent modification of transactions of the company with related parties;

7. Scrutiny of inter-corporate loans and investments;

8. Valuation of undertakings or assets of the company, wherever it is necessary;

9. Evaluation of internal financial controls and risk management systems;

10. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

11. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

12. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

13. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

iii. VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 for reporting the genuine concerns or grievances or concerns of actual or suspected fraud or violation of the Companys code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The Vigil Mechanism Policy is attached as per ANNEXURE IV

INCORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the company is not falling under the criteria mentioned for constitution of Corporate Social Responsibility Committee and spending CSR expenditure under Section 135 of the Companies Act, 2013, the same is not applicable to the Company.

20. QUALIFICATION GIVEN BY THE AUDITORS:

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report.

21. LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY:

The company has not given any loan or guarantee or provided security in connection with a loan to any other body corporate during the year and has not made investments in other Companies.

22. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 entered by the Company with related party(ies) as defined under

the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review, are furnished in Form AOC-2 and is attached as ANNEXURE V and forms part of this Report.

23. R1SK MANAGEMENT FRAMEWORK:

The Company have Risk Management framework to inform the Audit Committee and Board members about the risk assessment and minimization procedures and periodical review to ensure that Executive Management controls risk by means of properly designed framework.

The Companys framework of risk management process provides clear basis for informed decision making at all levels of the organization on an ongoing basis, having duly evaluated likely risk and their mitigation plans being controllable and within risk appetite. There are no elements of risk, which in the opinion of the Board may threaten the existence of the Company.

24. ANNUAL EVALUATION OF THE BOARD PERFORMANCE:

The Company has in place a policy on performance evaluation of Independent Directors, Board, Committees and individual Directors. The Board of Directors evaluates its own performance in terms of operations of the Company, Financial Results etc. The performance of Cominittee(s) Is evaluated by the Board based on effectiveness of Committee, its functioning and decisions etc. the Board also reviews the performance of individual Director(s) based on the contribution of the individual Director to the Board/ Committee Meetings, participation in discussions, inputs given in the meeting.

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual Director, of the Board as a whole and its Committees has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013.

For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and appropriate rating as Excellent, Very Good, Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out:

i) of Independent Directors by the Board.

ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose.

iii) of the Board as a whole and its Committees by all the Independent Directors in separate meeting held for the purpose on 14/02/2019.

iv) of the Chairperson of your Company by the Independent Directors in separate meeting held on 14/02/2019 after taking into account the views of the Executive/Non-Executive Directors.

v) of individual Directors by the Nomination and Remuneration Committee.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

25. AUDITORS:

M/s. Chunnilal and Company having firm registration no. 101947W was appointed as Statutory Auditor of the Company via Ordinary Resolution passed in the 27th Annual General Meeting held on September 30, 2015, to hold office from the conclusion of 27th Annual General Meeting held for the year ended 31st March, 2015 until the conclusion of 32nd Annual General Meeting to be held for the year ended 31s1 March, 2020 i.e for the period of Five years, subject to the ratification in every Annual General Meeting.

Your Directors recommend their ratification in the upcoming 31st Annual General Meeting for auditing the books of accounts of the Company for the F.Y 2019-20.

26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Your Company has not issued any equity shares with differential voting Rights.

27. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) & 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE VI which forms part of this report.

28.EMPLOYEES STOCK OPTION PLAN:

Your Company has not issued any Employee Stock Option Plan to their employees.

29.SWEAT EQUITY SHARES:

Your Company has not issued any number of Sweat Equity Shares according to Section 54 of the Companies Act, 2013.

30.LISTING ON STOCK EXCHANGES:

Your companys equity shares are listed on The Bombay Stock Exchange, Mumbai (BSE). The company has paid the listing fees to the stock exchanges for the financial year 2018-19.

31.SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report as submitted by M/s. Akash Jain, Practising Company Secretaries who were appointed as the Secretarial Auditors of the Company by the Board is set out in the ANNEXURE VII to this report. There are no qualifications, reservations or adverse remarks or any disclaimer that have been made by the Secretarial Auditor.

32. CORPORATE GOVERNANCE :

The Corporate Governance provision of SEBI (LODR) Regulation, 2015 is not applicable to the Company and the same is quarterly intimated to BSE.

33. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and 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 for that 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 such internal financial controls are adequate and operating effectively

(/) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws andwith aid down internal financial controls to be followed by the company and that such systems were adequate and operating effectively.

34. ACKNOWLEDGEMENT:

Your Directors appreciate and acknowledge the unstinted commitment and valuable contribution made by the employees of the Company at all levels. The Directors also take this as an opportunity to express their gratitude to all the Stakeholders of the Company for their continued support during the year under review.

FOR MICROSE INDIA LIMITED

-sd/- -sd/-
Shyam Sunder Agrawal Saurabh Garg
Director Director
DIN: 00355837 DIN: 00376890
Address: 204,1ahnee Heights, 66 Address: 204, Tahnee Heights,66
Nepeansea Road, Mumbai, Malabar Hill Nepeansea Road, Mumbai, Malabar Hill
Mumbai - 400006, Maharashtra Mumbai - 400006, Maharashtra
Date: 12/08/2019
Place: Mumbai