Microse India Ltd Management Discussions.

Indian Economy:

During FY 2017-18, Indias GDP has fallen to 6.7%, however consider the long term impact of the policies and international trend it is one of the fastest growing major economies in the world. The investment cycle in India is showing positive growth and consumption expenditure is improving. This growth is likely to be sustainable on the back of the Governments focus on industrial activities, infrastructure development and ease of doing business.

Industry Structure and Developments:

The Government of India has taken significant initiatives to strengthen the economic credentials of the country and make it one of the strongest economies in the world. The country continues to urbanise at a strong pace driven by a combination of uptrending consumption, robust job creation and growing financial penetration, according to Morgan Stanleys proprietary AlphaWise City Vibrancy Index. During 2017 Budget Speech, Finance Minister Jaitley announced the governments intent to liberalize FDI policy by abolishing the FIPB, which would speed up the FDI application review process. Further, according to the Reserve Bank of India (RBI) the growth in magnitude and spread (in terms of geography, nature and types of business activities) of overseas direct investment (ODI) from India reflects the increasing appetite and capacity of Indian investors.

Opportunities and Threats:

The Government of India has set up Invest India which is the official Investment Promotion and Facilitation Agency of the Government of India, which is managed in partnership with DIPP, state governments, and the Federation of Indian Chambers of Commerce & Industry (FICCI). Invest India maintains a web portal with links to current investment policies as well as resources for doing business in India.

The primary reason for growth in the investment industry can be attributed to increasing trade reforms in Government Policy, increased Government spending on investment sector and rise in domestic consumption. The change in the political and social conditions, the monetary and interest rate policies of India and other countries have also helped in

maintaining the momentum in the investment activities of the Company. The management is focus on overall growth of the Company.

Constant fluctuations due to interest rate fluctuations, downstream in business cycle, economic recession and other economic factors which are beyond the control has placed some threat on the Company policies in investment decisions. Frequent updates in regulatory market and law are constant challenge for smooth operations of the Company. Further, opportunities bring itself competition. The different levels of competition have led to the price cutting as well.

Segment-wise or product-wise performance:

As compared to the previous reporting period, there has been an increase in the income of the company in the current reporting period by Rs. 77,38,145/-.

The Company, with superior methodologies and improved process and systems, will focus on positioning the revenues and lead towards high growth path in future.

The Company is only operating in one segment.

Outlook, Risks and Concerns:

Some economists are of the view that the Indian Economy on the whole is doing fine, but there are risks like slowing FDI, deteriorating asset quality of banks, and rising risks of bad loans which can have effect on the growth of the economy. The current government has a critical task of implementing the announced reforms during 2018-19.

There are several opportunities for the sector and the outlook for the coming months will continue to remain positive.

Internal control systems and their adequacy.

Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledge Internal Audit System to ensure that the interest of the Company is safeguarded at all

times. In addition to this, the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee / Board of Directors of your Company.

Discussion on financial performance with respect to operational performance:

Total profit earned during the year under review is INR. 5,40,697 as against a loss of INR. 95,38,030 in the previous year. After giving effect of the tax liability of INR. 24,004, the net profit of the Company is INR. 5,16,693 as against the loss of INR. 95,38,115 in the previous year.

Cautionary Statement:

Your Company endeavours to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Companys objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.

Material developments in Human Resources / Industrial Relations front, including number of people employed:

The Company is committed in ensuring that the work environment at all its locations is conducive to fair, safe and harmonious relations between employees. Company strongly believes in maintaining the dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are strictly prohibited.

ANNEXURE - III

Nomination and Remuneration Policy

1 .Purpose of the Policy:

The Nomination and Remuneration Committee ("Committee") of the Company and this

Policy shall be in compliance with the provisions of Section 178 of the Companies Act,

2013.

The Policy is framed with the objective(s):

1. To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the working potential of all the Directors and Key managerial Personnel (KMP) of the Company;

2. To ascertain that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

3. To ensure that the remuneration to Directors and Key Managerial Personnel (KMP) of the Company involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

4. To lay down criteria with regard to identifying persons who are qualified to become Directors (Executive and Non-executive) and persons who may be appointed in Key Managerial positions and to determine their remuneration;

5. To determine remuneration based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry;

6. To carry out evaluation of the performance of Directors, as well as Key Managerial Personnel and to provide for reward(s) linked directly to their effort, performance, dedication and achievement relating to the Companys operations; and

7. To lay down criteria for appointment, removal of directors and Key Managerial Personnel and evaluation of their performance.

2. Definitions:

2.1 Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

2.2 Board means Board of Directors of the Company.

2.3 Directors mean Directors of the Company

2.4 Policy or this Policy means, "Nomination and Remuneration Policy."

2.5 Key Managerial Personnel means

2.5.1. Chief Executive Officer or the Managing Director or the Manager;

2.5.2. Whole-time director;

2.5.3. Chief Financial Officer;

2.5.5. such other officer as may be prescribed.

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee.

The Committee shall:

3.1.1 Identify persons who are qualified to become Directors and Key Managerial

Personnel (KMP) who may be appointed in accordance with the criteria laid down.

3.1.2 Recommend to the Board appointment and removal of Directors and KMP and shall carry out evaluation of every directors performance.

3.1.3 Formulate the criteria for determining qualifications, positive attributes and independence of a director.

3.1.4 Recommend to the Board a policy, relating to the remuneration for the Directors and Key Managerial personnel and other employees.

3.1.5 To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to

attract, retain and motivate members of the Board and Key Managerial Personnel and such other factors as the Committee shall deem appropriate.

3.1.6 Make independent/ discreet references, where necessary, well in time to verify the accuracy of the information furnished by the applicant.

3.2. Policy for appointment and removal of Director and Key Managerial Personnel

(KMP)

3.2.1. Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director and Key Managerial Personnel and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

3.2.2. Criteria for Remuneration to Directors, Key Managerial Personnel and Senior

Management:

(a) Performance: The Committee shall while determining remuneration ensure that the performance of the Director and Key Managerial Personnel and their commitment and efficiency is constructive and beneficial in generating commercial for the Company.

(b) Responsibilities and Accountability: The roles and responsibilities towards the organisation and the position of the Director and Key Managerial Personnel shall be formerly evaluated to fix the remuneration.

(c) Transparency: The process of remuneration management shall be transparent, conducted in good faith and in accordance with appropriate levels of confidentiality.

(d) Flexibility: The Remuneration payable shall be flexible to meet both the needs of individuals and those of the Company while complying with relevant tax and other legislation.

(e) Affordability and Sustainability: The remuneration payable is affordable and on a sustainable basis.

3.2.3. Remuneration to Directors and Key Managerial Personnel:

The Committee shall ensure that the Remuneration payable to Directors and Key Managerial Personnel shall be paid after complying with the provisions of Section 197 and Schedule V and such other applicable provisions of the Companies Act, 2013.

3.2.4. Term/Tenure

a) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to be an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

3.2.5. Evaluation

The Committee shall carry out evaluation of performance of every Director and KMP at regular interval (yearly).

3.2.6. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director and Key Managerial Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3.2.7. Retirement

The Director and Key Managerial Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director and Key Managerial Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

3.3 Policy relating to the Remuneration for the Whole-time Director.

3.3.1. General

a) The remuneration / compensation / commission etc. to the Whole-time Director, and Key Managerial Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company, wherever required.

b) In determining the remuneration of Whole-time Director and Key Managerial

Personnel the Committee should consider among others:

• Conducting benchmarking with companies of similar type on the remuneration package;

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• Clear linkage of remuneration and appropriate performance benchmarking; and

• Remuneration involves a balance between fixed and incentive pay reflecting short and long-term performance objectives to the working of the Company and its goals.

c) Increments including bonuses, incentive and other rewards to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be approved by the Shareholders of the Company and/or Central Government, wherever required.

3.3.2. Remuneration to Non- Executive / Independent Director

The Non-Executive / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof.

4. Membership

4.1 Members of the Committee shall be appointed by the Board with a minimum of three Non-Executive Directors out of which not less than one-half shall be Independent Director.

4.2 The Chairman of the Committee shall be elected from members amongst themselves who shall be an Independent Director. In the absence of the Committees Chairman, the remaining members present shall elect one of themselves to chair the meeting.

4.3 Only members of the Committee have the right to attend and vote at the Committee meetings and any other person required to attend the meeting will have no right to vote.

4.4 The Chairperson of the Committee or, in his absence, any other member of the Committee authorised by him in this behalf shall attend the general meetings of the Company.

5. Frequency of the meetings

The Committee shall meet at such times so as to enable it to carry out its powers, functions, roles & responsibilities.

6. Committee Members Interests

6.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

6.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

7. Minutes of Committee Meeting

Proceedings of all meetings must be minuted and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting. Minutes of the Committee meeting will be tabled at the subsequent Board and Committee meeting.

ANNXUREIV

VIGIL MECHANISM/WHISTLE BLOWER POLICY

PREFACE/ INTRODUCTION:

> Microse India Limited (hereinafter referred to as MICROSE or "the Company" is committed to conducting its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics and to full and accurate disclosures. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

> The purpose of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that any person making a complaint (referred to as "a whistleblower") is protected, while at the same time actively discouraging frivolous and insubstantial complaints. Company shall oversee the vigil mechanism through Audit committee and if any of the members of the committee have a conflict of interest in a given case, they should recues themselves and the others on the committee would deal with the matter on hand.

SCOPE OF VIGIL MECHANISM:

> To act as an additional internal element of the Companys compliance and integrity policies.

> Not a substitute for other formal internal arrangements and procedures.

> Seeks to ensure that anyone who is aware (director or employee of the company) of a breach of Company policies and procedures, suspected or actual frauds and embezzlement, illegal, unethical behaviour or violation of companys code of conduct or ethics etc., feels free to bring this to the attention of appropriate personnel in the Company, without fear of victimization, harassment or retaliation.

Definitions:

a. "Act" means the Companies Act, 2013 read with relevant rules; as amended from time to time;

b. "Audit Committee" means the Audit Committee of Directors constituted by the Board of Directors in accordance with Section 177 of the Companies Act 2013 and read with Clause 49 of the Listing Agreement with the Stock Exchanges and charged with oversight of financial reporting and disclosure.

c. "Board" or "Board of Directors" in relation to this policy means the collective body of the Directors of the Company.

d. "Code" means The Code of Conduct for Directors and Senior Management Personnel adopted by the Company.

e. "Disciplinary Action" means any action that can be taken on the completion of / during the investigation proceedings including but not limiting to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

f. "Employee" means all the present employees and Whole-time Directors of the Company (whether working in India or abroad).

g. "Whistleblower" means an Employee or Director making a protected disclosure under this Policy.

h. "Protected disclosure" means any communication made in good faith that discloses or demonstrates evidence of any fraud or unethical activity within the Company and should be factual and not speculative.

i. "Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

j. "Vigilance and Ethics Officer" means an officer appointed to receive protected disclosures from Whistle Blower, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.

Scope:

• To act as an additional internal element of the Companys compliance and integrity policies.

• Not a substitute for other formal internal arrangements and procedures.

• Seeks to ensure that anyone who is aware (director or employee of the company) of a breach of Company policies and procedures, suspected or actual frauds and embezzlement, illegal, unethical behaviour or violation of companys code of conduct or ethics etc., feels free to bring this to the attention of appropriate personnel in the Company, without fear of victimization, harassment or retaliation.

Eligibility:

All Employees and directors of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning to the Company.

Disclosure:

The information on suspected wrongful conduct should be of such information which is intended to cover serious concerns that could have large impact on the Company such as actions that:

• Abuse of Authority;

• Breach of contract;

• Negligence causing substantial and specific danger to public health and safety;

• Manipulation of company data/records;

• Financial irregularities, including fraud, or suspected fraud;

• Criminal offence;

• Pilferation of confidential/ propriety information;

• Deliberate violation of law/ regulation;

• Wastage/ misappropriation of company funds/ assets;

• Breach of employee Code of Conduct or Rules;

• Any other unethical, biased, favoured, imprudent event; and

• Amount to serious improper conduct, including any kind of harassment (sexual or otherwise).

The above list is only illustrative and should not be considered as exhaustive.

Policy should not be used in place of the Company grievance procedures or be a route for raising malicious or unfounded allegations against colleagues. Protected Disclosure will be appropriately dealt with by the Ethics Counsellor or the Chairman of the Audit Committee, as the case may be.

Investigation:

• Whistle Blower can make Protected Disclosure to Vigilance and Ethics Officer, as soon as possible after becoming aware of the suspected or actual frauds and embezzlement, illegal, unethical behaviour or violation of companys code of conduct or ethics etc.

• Whistle Blower must put his/her name to allegations. Concerns expressed anonymously WILL NOT BE investigated.

• If initial enquiries by the Vigilance and Ethics Officer indicate that the concern has no basis, or it is not a matter to be investigation pursued under this Policy, it may be dismissed at this stage and the basis for such dismiss will be recorded and such decision will be documented.

• Where initial enquiries indicate that further investigation is necessary, this will be carried through either by Vigilance and Ethics Officer alone, or along with any other person authorised by the Chairman of Audit Committee.

• Chairman of the Audit Committee/ Vigilance and Ethics Officer, will decide the process of investigation as deemed appropriate where protected disclosures are received.

• The contact details of the Chairman of the Audit Committee of the Company are as under:

Mr. Gajendra Nath Chaturvedi

Chairman- Audit Committee

Address: 421 Maker Chamber V, Nariman Point, Mumbai- 400021, Maharashtra

• The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.

• Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public

disclosure of the investigation results would be in the best interest of the Subject and the Company.

• The investigation shall be completed normally within 90 days of the receipt of the Protected Disclosure and is extendable by such period as the Vigilance and Ethics Officer / Chairman of the Audit Committee deems fit.

Protection for whistleblower:

• No unfair treatment will be meted out to a Whistle blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistleblowers. Complete protection will, therefore, be given to Whistleblowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle blowers right to continue to perform his/her duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle blower may experience as a result of making the Protected Disclosure. Thus, if the Whistleblower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle blower to receive advice about the procedure, etc.

• A Whistleblower may report any violation of the above clause to the Chairman of the Audit Committee or Vigilance and Ethics Officer, who shall investigate into the same and recommend suitable action to the management.

• The identity of the Whistle blower shall be kept confidential to the extent possible and permitted under law. Whistleblowers are cautioned that their identity may become known for reasons outside the control of the Vigilance and Ethics Officer / Chairman of the Audit Committee (e.g. during investigations carried out by Investigators).

• Any other Employee or Director assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

Disqualifications:

• While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

• Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistleblower knowing it to be false or bogus or with a mala fide intention.

• Whistleblowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious shall be liable for disciplinary action under the Companys Code of Conduct besides being disqualified from reporting further Protected Disclosures. In case of repeated frivolous complaints being filed by a Whistle Blower, the Audit Committee or Vigilance and Ethics Officer may take suitable action against such person including reprimand.

Secrecv/Confidentiality:

The Whistleblower, Vigilance and Ethics Officer, Chairman of the Audit Committee, Members of Audit Committee, subjects, any of the Investigators and everybody involved in the process shall maintain confidentiality of all matters under this policy, discuss only to the extent or with those person as required under this policy for completing the process of investigations and keep the papers in safe custody.

Decision:

The decision of the Vigilance and Ethics Officer or Chairman of the Audit Committee should be considered as final and no challenge against the decision would be entertained, unless additional information becomes available.

Reporting:

A regular report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.

Right to Amendment:

The Company holds the right to amend or modify the policy. Any amendment or modification of the policy would be done by an appropriate authority as mandated in law. The modified Vigil mechanism would be shared with the employees in writing, in absence of which the same shall not be binding on the employees and the Directors.

ANNEXURE - V Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of Contracts or Arrangements or Transactions not at arms length basis : NA

Name(s) of the Related Party and nature of relationshi P Nature of contracts / arrangem ents / transactions Duration of the contracts / arrange ments / transactions Salient terms of the contracts or arrangements or transactions including the value, if any Justification for entering into such contracts or arrangeme nts or transactions Date(s) of approval by the Board Amount paid as advance, if any Date on which the special resolution was passed in general meeting as required under first proviso to section 188

Not Applicable

Details of contracts or arrangements or transactions at arms length basis

Sr. No. Name of the related party and nature of relationship Nature of contracts / arrangements / transactions Duration of contracts / arrangements / transactions Salient features of contracts / arrangements / transactions, including value, if any Date(s) of approval by the Board Amount paid as advances, if any
1 Shyam Sunder Agrawal- Director Rent Paid Year to Year 42,000 Old Approval Nil
2 City Land and Housing LLP - Associate Concern Business Service Charge Year to Year 24,000 Old Approval Nil

FOR MICROSE INDIA LIMITED

Shyam Sunder Agrawal Saurabh Garg
Director Director
DIN: 00355837 DIN: 00376890
Address: 204,Tahnee Heights, 66 Address: 204,Tahnee Heights,66
Nepeansea Road, Mumbai, Malabar Hill Nepeansea Road, Mumbai, Malabar Hill
Mumbai - 400006, Maharashtra Mumbai - 400006, Maharashtra
Date: 08/08/2018
Place: Mumbai

ANNEXURE VI

Information pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) & 5(2)

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 are given below:-

Disclosure in Directors report relating to Rule 5(1):

1. Ratio of Remuneration of each Director to the median remuneration of employees for the financial year ended 31st March, 2018 - Not Applicable as no remuneration is paid to the directors.

2. % Increase in remuneration of each Director, CFO, CEO, CS or Manager in the financial year.

Name of the Director, CFO, CEO, CS or Manager % Increase
Mr. Manojkumar Omprakash Chaudhari -CEO 40%
Mr. Narottam ChooranChand Chaturvedi -CFO 40%

3. During the year ended 31st March, 2018, there was no change in the median remuneration of employees.

4. Number of permanent Employees on the roll of the company is 2 as on 31st March, 2018.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - No salaries were paid to its employees.

6. The company has not paid any remuneration to the directors during the current year, however, the Company has remuneration policy in place for the payment of the same.

Disclosure in Directors report relating to Rule 5(2):

o

Tame of Employee

Designation of Employ ee

Remune ration received

Nature of employment contractual or otherwise)

Qualification and experience of employee

Date of Commencement of employment

Age of employee

Last employ ment held by such employe e

% of equity shares reld by such employ ee alongw ith his spouse and depend ed childre n

/Vheth er such employ ee is relative of Directo r or manag er, if so, name of Directo r or mange

 

Manoj Ompraka sh Chaudhar i CEO 489930 Otherwise Graduate 20/03/20 15 52 N/A Nil No
Narottam Chaturve di CFO 472742 Otherwise Graduate 20/03/20 15 47 N/A Nil No