MSR India Ltd Directors Report.

To

The Members,

The Directors have pleasure in presenting before you the Directors Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OFAFFARIS:

The performance during the period ended 31st 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 31stMarch 2018 and the date of Boards 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 Boards 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 31st 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 Companys 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 Companys 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 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.

Management Discussion and Analysis Report for the year under review which forms part of Annual Report pursuant to the SEBI (LODR) Regulations, 2015.

MANAGEMENTS DISCUSSION AND ANALYSIS

The Managements 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 provisionsof 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 Boards 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 Directors 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 feed back 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 of the Director He is a mechanical engineering graduate and has been credited with developing DR. Copper which is the worlds 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 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 companys 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 01stApril, 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 Auditors 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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 Companys 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 Companys 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 MANA GEMENT 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:

AH contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis or Non-arms length basis:

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 Companys 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 employees 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 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.

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 RajasekharReddy
Date: 03.09.2018 Managing Director
(DIN:07120513)