Microse India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors take pleasure in presenting the 36^th Annual Report on the business and
operations of Microse India Limited along with Audited Financial Statements for the
Financial Year ended March 31, 2024.

1. STATE OF THE COMPANY’S AFFAIRS AND KEY FINANCIAL
HIGHLIGHTS:

Particulars	For the Year	For the Year
	ended March	ended March
	31, 2024 (Rs.)	31, 2023 (Rs.)
Income	22,75,557	19,56.074
Expenditure	60,95,790	23,52,384
Profit /(Loss) before Tax	(38,20,233)	(3,96,310)
Deferred Tax/Currcnt Tax	19	21
Profit/ (Loss) after Tax	(38,20,252)	(3,96,331)

During the year under review your Company has reported a Net Loss of Rs.38,20,252 /- as
compared to previous financial year wherein there was a Net Loss of Rs. 3,96,331/.

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 has not proposed to transfer any amount to the General Reserve out of
amount available for appropriation.

4. MATERIAL CHANCES AM) COMMITMENTS. IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF TIIF. FINANCIAL YEAR OF HIE COMPANY TO
WHICH THE FINANCIAL MAI I MIMS RILAI E AM) THE DAI E 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 AND TECHNOLOGY ABSORPTION
(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(3)(m) of the Companies Act, 2013.

6. FOREICN EXCHANCE EARNINCS AND OlITCO (SECTION 134(3)(m) OF
THE COMPANIES ACT, 2013:

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. CHANCE 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. REVISION OF THE FINANCIAL STATEMENT OF THE COMPANY/THE
REPORT OF THE HOARD:

The Financial Statement of the Company/Board Report has not been revised during the
Financial Year 2023-2024 as per section 131 of Companies Act, 2013.

9. 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 31^st March, 2024.

10. DETAILS OF NEW SUBSIDIARY/ JOINT VF.NTl¹R ES/ASSOCI ATE
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.

11. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/
JOINT VF.NTlIRES/ASSOCIATE COMPANIES:

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

12. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING HIE GOING
CONCERN STATUS AND COMPANY’S 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.

13. 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.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

15. INTERNAL FINANCIAL CONTROL:

The Board of Directors are primarily responsible for establishing and maintaining internal
financial controls within the Company. This is luigcly 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 Company’s 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.

16. DETAILS OF MEETING OF BOARD OF DIRECTORS:

The Board met 10 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	29/05/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	5	Nil
2	21/07/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	1. Pawan Gupta 2. Akshay Goenka
3	11/08/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	5	Nil
4	25/08/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	5	Nil
5	03/10/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	o 3	1. Pawan Gupta

				2. Akshay Goenka
6	02/11/2023	421, Maker Chamber V. Nariman Point, Mumbai- 400021	5	Nil
7	04/11/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	1. Pawan Gupta 2. Akshay Goenka
8	10/01/2024	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	1. Pawan Gupta 2. Akshay Goenka
9	12/02/2024	421, Maker Chamber V, Nariman Point, Mumbai- 400021	5	Nil
10	15/03/2024	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	1. Pawan Gupta 2. Akshay Goenka

17. CHANCE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is no Appointment/ Resignation/ Change in Designation of directors and Key
Managerial Personnel during the year under review.

* Whereas during the year under review 2023-2024 Pursuant to the provisions of Section
152 of the Companies Act, 2013 read with the relevant rules made thereunder, Mr. Shyam
Sunder Agrawal (DIN: 00355837), Director of the Company, was liable to be retired by
rotation and being eligible offer themselves for reappointment at the AGM, had been re¬
appointed in 35^lh Annual General Meeting held on Monday, 25th September, 2023.

* (Details of Directors retiring by rotation and re-appointed at 35th ensuing Annual
general meeting).

*** Whereas Pursuant to the provisions of Section 152 of the Companies Act, 2013 read
with the relevant rules made thereunder Mrs. Nisha Garg (DIN: 06379024), Director of the
Company, is liable to retire by rotation and being eligible offer themselves for reappointment
at ensuing 36th Annual General Meeting to be held on Friday, 27th September, 2024.

*** (Details of Directors retiring by rotation / seeking re-appointment at 36th ensuing
Annual general meeting).

The brief resume of the Directors and other related information has been detailed in the
Notice convening the 36^th AGM of the Company. Pursuant to Regulation 36 of the SEB1
(Listing Obligations Disclosures Requirements) Regulations, 2015 read with Secretarial
Standards - 2 on General Meetings, a brief profile is provided as an Annexure to the Notice
of the 36^lh Annual General Meeting.

18. STATEMENT ON DECLARATION GIVEN BY TIIL INDEPENDENT
DIRECTORS UNDER SECTION 149 (6) 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:

Sr.	Name of the Independent	Date of appointment	Date of passing of
No.	Director	/ Re-appointment	special resolution (if any)
1.	Mr. Pawan Gupta	29/08/2023	—
2.	Mr. Akshay Goenka	03/09/2021	—

19. COMMITTEES OF HOARD

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. Akshay Goenka (Independent Director)

Members:

> Mr. Pawan Gupta (Independent Director)

> Ms. Nisha Garg (Non-Executive Director)

The meeting of Nomination & Remuneration Committee was held on 25^th August,
2023 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 w ith the Terms of Reference specified by the Board
in writing.

Chairman:

Mr. Akshay Goenka (Independent Director)

MEMBERS:

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

Details of Meeting of Audit Committee:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
!	29/05/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	N.A.
2	11/08/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	N.A.
3	25/08/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	N.A.
4	02/11/2023	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	N.A
5	12/02/2024	421, Maker Chamber V, Nariman Point, Mumbai- 400021	3	N.A

(a) Overview of the company’s 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 the company’s 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 company’s 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
auditor''s 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 auditor’s 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. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee has the mandate to review, redress shareholders grievances

and to approve all the share transfers.

The Composition of the Committee is as under:

Chairman:

Mr. Akshay Goenka (Independent Director)

MEMBERS:

> Mr. Shyain Sunder Agrawal (Executive Director)

> Mr. Pawan Gupta (Independent Director)

The function of Stakeholder Relationship Committee includes the following:

• Transfer /Transmission of shares;

• Issue of duplicate share certificates;

• Review of shares dematerialized and all other related matters;

• Monitors expeditious redressal of investors’ grievances;

• Non receipt of Annual Report and declared dividend; All other matters
related to shares.

The Meeting of Stakeholders Relationship Committee was held on dated 25th

August, 2023.

iv. VICIL 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 Company’s 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.

20. CORPORATE 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.

21. QUALIFICATION GIVEN BY THE AUDITORS:

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

22. 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. However, the Company has made
investments in other Companies by acquisition of shares.

23. 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.

24. RISK 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 Company’s 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 dements of risk, which in the opinion of the Board may threaten the
existence of the Company.

25. 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 Committee(s) is evaluated by the Board based on effectiveness of
Committee, its functioning and decisions etc.

The Board also reviews the performance of individual Dircctor(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 on:

i) Independent Directors by the Board.

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

iii) the Board as a whole and its Committees by all the Independent Directors in
separate meeting held for the purpose on 25/08/2023.

iv) the Chairperson of your Company by the Independent Directors in separate
meeting held on 25/08/2023 after considering the views of the Executive/Non-
Executive Directors.

v) Individual Directors by the Nomination and Remuneration Committee.

vi) The Board itself.

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.

26. AUDITORS;

M/S. TODARWAL & TODARWAL LLP, Chartered Accountants, Mumbai, having firm
registration no. 111009W were appointed as Statutory Auditor of the Company via
Ordinary Resolution passed in the 35th Annual General Meeting held on September 25,
2023, to hold office from the conclusion of 35th Annual General Meeting held for the year
ended 31st March, 2023 until the conclusion of 40th Annual General Meeting to be held
for the year ended 31 st March, 2028 i.e for the period of Five years, on a remuneration to
be fixed by the Board of Directors of the Company.

27. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

28. 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.

29. EMPLOYEES’ STOCK OPTION PLAN:

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

30. SWEAT EQUITY SHARES:

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

31. LISTINC, ON STOCK EXCHANGES:

Your company''s 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 2023¬
24.

32. 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.

33. COST AUDIT:

The maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

34. 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.

35. 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;

(c/) 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

if) 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.

36. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS
UNDER SECTION 143 (12) OF COMPANIES ACT. 2013:

There are no frauds reported by the Auditor which are required to be disclosed under
Section 143 (12) of Companies Act, 2013.

37. SEXUAL HARASSMENT:

Your Company has always believed in providing a safe and harassment free workplace
for every individual through various interventions and practices. The Company always
endeavours to create and provide an environment that is free from discrimination and
harassment including sexual harassment and Complaints Committee has been set up
which is responsible for redressal of complaints related to sexual harassment. During the

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

38. STATEMENT REGARDING OPINION OF THE HOARD WITH REGARD
TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED PURINC
THE YEAR.

During the year under review no independent directors were appointed. The Board
is of the opinion that all the Independent Directors of company possess integrity,
expertise and experience as required in the Companies Act, 2013 and has required
skill set for efficient functioning of the company.

39. DETAILS OF INSOLVENCY AND BANKRUPTCY CODE:

During the year under review. No application has been made neither is any
application pending under the Insolvency and Bankruptcy Code.

40. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered any One-Time
Settlement with Bank’s or Financial Institutions and therefore, no details of
Valuation in this regard is available.

41. 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
viz. customers, investors, banks, regulators 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,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: 28/08/2024
Place: Mumbai

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Mar 31, 2014

The Members,

MICROSE INDIA LIMITED

The Directors present herewith their report as part of the 26th Annual Report, along with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS: Amount (In Rupees) Particulars 31.03.2014 31.03.2013

Profit / (Loss) Before Tax (71,79,778) 6,70,451

Less : Provision for Taxation - 24,500

Profit / (Loss) after Taxation & Interest (71,79,778) 6,45,951

Less : Transferred to Statutory Reserve _ 1,30,000

Add (Less) : Deferred Tax Assets (Liabilities) of 2,558 2,271 Current Year

Balance Carried Forward to Balance Sheet (71,77,220) 5,18,222



DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial year ended 31st March, 2014.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013 and as per the the Articles of Association of the Company, and subject to the shareholders approval, your Directors recommend the re- appointment of Mr. Saurabh Garg, who is retiring Director by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors present herewith the Directors Responsibility Statement in accordance with the provisions of Section 217(2 A A) the Companies Act, 1956.

The Directors state that:

1. That in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

2. That 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 the Company at the end of the financial year ended 31st March, 2014 and of the Loss the Company for the said year.

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

4. That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2014 on a going concern basis.

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement of the Stock Exchange regarding Corporate Governance is not applicable to the Company as its paid up Capital is less than Rs. 3 Crores. However, the Company is fully Complying with the prevailing Corporate Governance Code.

STOCK EXCHANGE LISTING

The shares of the Company are listed at the Stock Exchange, Mumbai. The Annual Listing Fee for the year 2013-14 has been paid to the Stock Exchange.

FIXED DEPOSITS

During the year under review, the Company has neither accepted nor renewed any Fixed Deposits from public in terms of section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the Rules made there under.

COST AUDIT

The Company is not required to undertake the Cost Audit as required under Section 233B of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since there is no manufacturing activity carried on by the Company, particulars required to be given in terms of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding Conservation of energy and Technology Absorption is not applicable. The Company has no earnings and expenditure in foreign exchange.

PARTICULARS OF EMPLOYEES:

The Statement in accordance with provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is not enclosed because the Company does not have any employees covered by this Section.

STATUTORY AUDITORS:

The Auditor of the Company M/s. Kamal Anil Kapadia & Co., Chartered Accountants have expressed their unwillingness to continue as Auditors of the Company. At the Annual General Meeting, members are requested to appoint Parekh Shah & Lodha, Firm Regd.No.l07487W as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of 31st Annual General Meeting, subject to ratification in every Annual General Meeting by the Shareholders, on such remuneration as may be determined by the Board in consultation with the Auditors.

The Company has received letter from Parekh Shah & Lodha, Firm Regd.No.l07487W to the effect that their appointment, if made, would be within the prescribed limits of the Companies Act, 2013 and that they are not disqualified for appointment.

COMPLIANCE CERTIFICATE;

A Compliance Certificate required under Section 383-A of the Companies Act, 1956 read with Sub-rule (1) of rule 3 of the Companies (Compliance Certificate) Rules, 2001, obtained from M/s. Pramod Shah & Associates ., Practicing Company Secretaries, Mumbai for the year ended 31st March, 2014 has been enclosed with this report.

ACKNOWLEDGEMENTS:

Your Directors would like to record their appreciation of the services rendered by the members of the staff at all levels. They also like to express their gratefulness to the Companies Bankers, Shareholders and their Customers for their co- operation and also for the confidence repose in the Company.

For & on behalf of Board of Directors MICROSE INDIA LIMITED

Place: Mumbai Date: 26/05/2014 (Shystai Sunder Agrawal) (Saiirabh fcarg) Director Director

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 25th Annual Report and the Audited accounts for the financial year ended March 31, 2013.

Financial Results:

The Financial Performance of the Company for the year ended March 31, 2013 is summarized below:

(in Rs) (in Rs) Particulars March 31, 2013 March 31, 2012

Profit Before Tax 6,70,451 5,64,768

Less: Provision for Taxation 24,500 21,500

Profit After Taxation 6,45,951 5,43,268

Less: Transferred to Statutory Reserve 1,30,000 1,09,000

Add(Less): Deferred Tax Assets (Liabilities) of 2,271 899 Current year

Balance carried to Balance Sheet 5,18,222 4,35,167

Dividend

Your Director has not recommended any dividend because Company has not generated sufficient Profit for the period ended 31st March 2013.

Transfer to Reserve

During the year, the amount transferred to the Statutory Reserves is Rs. 1,30,000/- and the amount retained in the Profit and Loss account is Rs. 45,47,971/-.

Investments

During the year under report the company has not made any investment in shares and debentures of companies.

Directors

Pursuant to Section 256(2) of the Companies Act, 1956 and as per the Article 148 of the Article of Association of the Company, and subject to the shareholders approval Mr. Vijay Kumar Jain and Mr! G.N.Chaturvedi retire by rotation at the ensuing Annual General Meeting and, being eligible, offer them selves for re-appointment. Your Directors recommend their re- appointment. Brief resume of the Directors proposed to be reappointed, nature and their expertise are included in the notice for the Annual General Meeting.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that 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 the Company at the end of the financial year ended March 31, 2013 and of the profit of the Company for that year.

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

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2013, on a going concern basis.

Corporate Governance

Clause 49 of the Listing Agreement of the Stock Exchange regarding Corporate Governance is not applicable to the Company as its paid up capital is less than Rs.3 Crores. However, the Company is fully complying with the prevailing Corporate Governance code.

Stock Exchange Listing

The shares of the Company are listed at the Stock Exchange, Mumbai. The Annual Listing Fee for the year 2013-2013 has been paid to the Stock Exchange.

Fixed Deposits

In terms of Section 58A of the Companies Act 1956 read with the Companies (Acceptance of Deposit Rules) 1975, the Company has not accepted any fixed deposit during the financial year 2012-13.

Cost Audit

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act,'' 1956.

Conversation of Energy and Technology Absorption

Since there is no manufacturing activity carried on by the Company, the particulars in respect of Conservation of Energy and Technology Absorption as required under section 217(1 E) of the Companies Act 1956 is not furnished.

Foreign Exchange Earning and Outgoing

Expenditure incurred or income earned by the Company in Foreign Exchange is NIL.

Particulars of employees

The Company has no employee under the Category specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Statutory Auditors

The Auditors of the company M/s. Kamal Anil Kapadia & Co, Chartered Accountant, retires at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment The Company has also received a certificate from them to the effect that their appointment if made, would be within the prescribed under section 224 (1) of the companies Act 1956.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support for the Company''s growth. Your Directors also wish to place on record their appreciation of the contribution by the employees, who through their hard work, dedication and commitment, have enabled the Company to achieve this phenomenal growth.

For & on behalf of Board of Directors of Microse India Limited

(Shyarri Sunder Agrawal) (Saurjbh Garg)

Director Director

Place: Mumbai

Date: 12/08/2013

---

Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the 24rd Annual Report and the Audited accounts for the financial year ended March 31, 2012.

Financial Results:

The Financial Performance of the Company for the year ended March 31, 2012 is summarized below:

(in Rs) (in Rs)

Particulars March 31, 2012 March 31, 2011

Profit Before Tax 5,64,768 5,78,432

Less: Provision for Taxation 21,500 51,300

Profit After Taxation 5,43,268 5,27,132

Less: Transferred to Statutory Reserve 1,09,000 1,05,000

Add(Less): Deferred Tax Assets (Liabilities) of 899 (3,008) Current year

Balance carried to Balance Sheet 4,35,167 4,19,124



Dividend

Your Director has not recommended any dividend because Company has not generated sufficient Profit for the period ended 31st March 2012.

Transfer to Reserve

During the year, the amount transferred to the Statutory Reserves is Rs. 1,09,000/- and the amount retained in the Profit and Loss account is Rs. 40,30,067/-.

Investments

During the year under report the company has not made any investment in shares and debentures of companies.

Directors

Pursuant to Section 256(2) of the Companies Act, 1956 and as per the Article 148 of the Article of Association of the Company, and subject to the shareholders approval Mr. Vijay Kumar Jain and Mr. G.N.Chaturvedi retire by rotation at the ensuing Annual General Meeting and, being eligible, offer them selves for re-appointment. Your Directors recommend their re- appointment. Brief resume of the Directors proposed to be reappointed, nature and their expertise are included in the notice for the Annual General Meeting.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that 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 the Company at the end of the financial year ended March 31, 2012 and of the profit of the Company for that year.

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

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2012, on a going concern basis.

Corporate Governance

Clause 49 of the Listing Agreement of the Stock Exchange regarding Corporate Governance is not applicable to the Company as its paid up capital is less than Rs.3 Crores. However, the Company is fully complying with the prevailing Corporate Governance code.

Stock Exchange Listing

The shares of the Company are listed at the Stock Exchange, Mumbai. The Annual Listing Fee for the year 2011-2012 has been paid to the Stock Exchange.

Fixed Deposits

In terms of Section 58A of the Companies Act 1956 read with the Companies (Acceptance of Deposit Rules) 1975, the Company has not accepted any fixed deposit during the financial year 2011-12.

Cost Audit

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

Conversation of Energy and Technology Absorption

Since there is no manufacturing activity carried on by the Company, the particulars in respect of Conservation of Energy and Technology Absorption as required under section 217(1 E) of - the Companies Act 1956 is not furnished.

Foreign Exchange Earning and Outgo

Expenditure incurred or income earned by the Company in Foreign Exchange is NIL.

Particulars of employees

The Company has no employee under the Category specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Statutory Auditors

The Auditors of the company M/s. Kamal Anil Kapadia & Co, Chartered Accountant, retires at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment The Company has also received a certificate from them to the effect that their appointment if made, would be within the prescribed under section 224 (1) of the companies Act 1956.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support for the Company's growth. Your Directors also wish to place on record their appreciation of the contribution by the employees, who through their hard work, dedication and commitment, have enabled the Company to achieve this phenomenal growth.



For & on behalf of Board of Directors

For Microse India Limited

(Shyam Sunder Agrawal)

Director

Place: Mumbai

Date: 10/08/2012

---

Mar 31, 2010

The Directors are pleased to present the 22nd Annual Report and the Audited accounts for the financial year ended March 31, 2010.

Financial Results:

The Financial Performance of the Company for the year ended March 31, 2010 is summarized below:

(in Rs) (in Rs)

Particulars March 31, 2010 March 31,2009

Profit After Depreciation but Before Tax and Interest 12,88,851 5,24,120

Less: Interest 6,47,444 1,55,425

Less: Provision for Taxation 53,100 13,700

Provision for FBT - 430

Profit After Taxation & Interest 5,88,307 3,54,565

Less: Transferred to Statutory Reserve 118,000 71,000

Add/(less):Adjustment of Taxation 41 19,690

Add(Less): Deferred Tax Assets (Liabilities) of 3464 264 Current year

Add: Profit (Loss)Brought Forward from Previous 27,01,831 23,98,312 Year

Balance carried to Balance Sheet 31,75,643 27,01,831

Dividend

Your Director has not recommended any dividend because Company has not generated sufficient Profit for the period ended 31st March 2010.

Transfer to Reserve

During the year, the amount transferred to the Statutory Reserves is Rs. 1,18,000/- and the amount retained in the Profit and Loss account is Rs. 31,75,643/-.

Investments

During the year under report the company has not made any investment in shares and debentures of companies.

Directors

Pursuant to Section 256(2) of the Companies Act, 1956 and as per the Article 148 of the Article of Association of the Company, and subject to the shareholders approval Mr. Shyam Sunder Agrawal and Mr. Saurabh Garg retire by rotation at the ensuing Annual General Meeting and, being eligible, offer them selves for re-appointment. Your Directors recommend their re-appointment.Brief resume of the Directors proposed to be reappointed, nature and their expertise are included in the notice for the Annual General Meeting.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that 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 the Company at the end of the financial year ended March 31, 2010 and of the profit of the Company for that year.

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

d) that the Directors have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

Corporate Governance

Clause 49 of the Listing Agreement of the Stock Exchange regarding Corporate Governance is not applicable to the Company as its paid up capital is less than Rs.3 Crores. However, the Company is fully complying with the prevailing Corporate Governance code.

Stock Exchange Listing

The shares of the Company are listed at the Stock Exchange, Mumbai. The Annual Listing Fee for the year 2009-2010 has been paid to the Stock Exchange.

Fixed Deposits

In terms of Section 58A of the Companies Act 1956 read with the Companies (Acceptance of Deposit Rules) 1975, the Company has not accepted any fixed deposit during the financial year 2009-10

Cost Audit

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

Conversation of Energy and Technology Absorption

Since there is no manufacturing activity carried on by the Company, the particulars in respect of Conservation of Energy and Technology Absorption as required under section 217(1 E) of the Companies Act 1956 is not furnished.

Foreign Exchange Earning and Outgo

Expenditure incurred or income earned by the Company in Foreign Exchange is NIL.

Particulars of employees

The Company has no employee under the Category specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Statutory Auditors

The Auditors of the company M/s. Kamal Anil Kapadia & Co, Chartered Accountant, retires at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment The Company has also received a certificate from them to the effect that their appointment if made, would be within the prescribed under section 224 (1) of the companies Act 1956.

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support for the Companys growth. Your Directors also wish to place on record their appreciation of the contribution by the employees, who through their hard work, dedication and commitment, have enabled the Company to achieve this phenomenal growth.

For & on behalf of Board of Directors For Microse India Limited

(Shyam Sunder Agrawal) Director

Place: Mumbai Date: 06/09/2010

---

Mar 31, 2009

The Directors are pleased to present the 21st Annual Report and the Audited accounts for the financial year ended March 31, 2009.

Financial Results:

The Financial Performance of the Company for the year ended March 31, 2009 is summarized below:

(in Rs) (in Rs)

Particulars March 31, 2009 March 31, 2008

Profit After Depreciation but Before Tax and Interest 5,24,120 31,69,717

Less: Interest 1,55,425 15,15,902

Less: Provision for Taxation 13,700 4,04,000

Provision for FBT 430 25,700

Profit After Taxation & Interest 3,54,565 12,24,115

Less: Transferred to Statutory Reserve 71,000 2,45,000

Add/(less):Adjustment of Taxation 19,690 (19,473)

Add(Less): Deferred Tax Assets (Liabilities) of Current year 264 (4,551)

Add: Profit (Loss)Brought Forward from Previous Year 23,98,312 14,43,221

Balance carried to Balance Sheet 27,01,831 23,98,312

Dividend

Your Director has not recommended any dividend because Company has not generated sufficient Profit for the period ended 31st March 2009.

Transfer to Reserve

During the year, the amount transferred to the Statutory Reserves is Rs. 71,000 and the amount retained in the Profit and Loss account is Rs. 27, 01,831.

Investments

During the year under report the company has not made any investment in shares and debentures of companies.

Directors

Pursuant to Section 256(2) of the Companies Act, 1956 and as per the Article 148 of the Article of Association of the Company, and subject to the shareholders approval Mr. Gajendra Chaturvedi and Mr. Vijay Jain retire by rotation at the ensuing Annual General Meeting and, being eligible, offer them selves for re-appointment. Your Directors recommend their re-appointment.-

Brief resume of the Directors proposed to be reappointed, nature and their expertise are included in the notice for the Annual General Meeting.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained by

them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act,

1956:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that 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 the Company at the end of the financial year ended March 31, 2009 and of the profit of the Company for that year.

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

e) that the Directors have prepared the Annual Accounts for the year ended March 31, 2008, on a going concern basis.

Corporate Governance

Clause 49 of the Listing Agreement of the Stock Exchange regarding Corporate Governance is not applicable to the Company as its paid up capital is less than Rs.3 Crores. However, the Company is fully complying with the prevailing Corporate Governance code.

Stock Exchange Listing

The shares of the Company are listed at the Stock Exchange, Mumbai. The Annual Listing Fee for the year 2009-2010 has been paid to the Stock Exchange.

Fixed Deposits

In terms of Section 58A of the Companies Act 1956 read with the Companies (Acceptance of Deposit Rules) 1975, the Company has not accepted any fixed deposit during the financial year 2007-08

Cost Audit

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

Conversation of Energy and Technology Absorption

Since there is no manufacturing activity carried on by the Company, the particulars in respect of Conservation of Energy and Technology Absorption as required under section 217(1E) of the Companies Act 1956 is not furnished.

Foreign Exchange Earning and Outgo

Expenditure incurred or income earned by the Company in Foreign Exchange is NIL.

Particulars of employees

The Company has no employee under the Category specified under Section J217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

Statutory Auditors

The Auditors of the company M/s. Ravindra Chaturvedi & Co., Chartered Accountant, retires at the ensuing Annual General Meeting of the company and has express their unwillingness to continue as an Auditor of the Company.

Further M/s. Kamal Anil Kapadia & Co., Chartered Accountant has given his consent for appointment as an Auditor for financial year 2009-2010. The Company has also received a certificate from him under section 224 (1) of the companies Act 1956. At the Annual General Meeting, members will be requested to appoint the Auditors for the current financial year and fix their remuneration

Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from Clients, Vendors, Financial Institutions, Bankers, Business Associates and various Governmental, as well as Regulatory Agencies for their valuable support for the Companys growth. Your Directors also wish to place on record their appreciation of the contribution by the employees, who through their hard work, dedication and commitment, have enabled the Company to achieve this phenomenal growth.



For & on behalf of Board of Directors

For Microse India Limited



Sd/-

(Shyam Sunder Agrawal)

Director

Place: Mumbai

Date: 04/09/2009