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MFS Intercorp Ltd.

BSE: 513721 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE614F01019
BSE 00:00 | 22 Sep 11.23 0
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NSE 05:30 | 01 Jan MFS Intercorp Ltd
OPEN 11.23
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VOLUME 100
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OPEN 11.23
CLOSE 11.23
VOLUME 100
52-Week high 11.23
52-Week low 10.22
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MFS Intercorp Ltd. (MFSINTERCORP) - Director Report

Company director report

To

The Members of

MFS Intercorp Limited

Pursuant to an application filed by BSE LIMITED before the Hon'ble National Company LawTribunal Delhi Bench ("NCLT") in terms of Section 9 of the Insolvency andBankruptcy Code 2016 read with the rule 6 and regulations framed thereunder("Code") the NCLT had admitted the application and ordered the commencement ofcorporate insolvency resolution process ("CIR process" or "CIRP") ofthe Company. The Hon'ble NCLT had pursuant to the Admission Order appointed an interimresolution professional for the Company ("IRP") vide its order dated 07thJanuary 2020. In terms of the Admission Order inter alia the management of the affairsof the Company was vested in the IRP. On the 08/07/2021 the Hon'ble NCLT Delhi Benchissued an order of withdrawal CIRP against the Corporate Debtor and the company is freefrom rigorous process of CIRP. Further with effect from Withdrawal order all the powerand duties of Resolution Professional/Interim Resolution Professional Mrs. Dipti Mehtaterminated and now vested with the Management of the company.

Your Directors presenting the Board's Report of your Company together with the AuditedFinancial Statements for the financial year ended 31st March 2020.

Financial Statements

(Amount in Lakhs)
Particulars Current Year 2019-20 Previous Year 2018-19
Total Income - 2.55
Total Expense 10.28 1.94
Profit before Finance Cost and Depreciation (10.28) 0.61
Less : Finance Cost - -
Profit before Depreciation (10.28) 0.61
Less : Depreciation - -
Profit/(Loss) before Tax (10.28) 0.61
Provision for Tax
- Current Tax - -
- Deferred Tax - -
Balance of Profit/(Loss) for the year (10.28) 0.61
Earning per equity share: (0.24) 0.01
Basic & Diluted (Rs.10/- each)

Performance Review

During the year company has not generated any income and as a result of that theCompany has incurred loss of Rs. 1028250/- in 2019-20. In the last year Company hasearned profit of Rs.60756/- in 2018-19.

Dividend

No dividend recommended by the Board of directors for the Financial Year ended 31stMarch 2020.

Transfer to General Reserve

In view of accumulated losses no transfer is proposed to be made to Reserves.

Material Changes and Commitments if any affecting the Financial Position of theCompany

During the period under review there were no material changes and commitments made bycompany which affect the financial position of the company. However during the year BSELimited had made an application to Hon'ble NCLT New Delhi Bench under Section 9 of IBC2016 vide Case no. 1936 of 2019 and Hon'ble NCLT New Delhi Bench approved and order tostart CIRP against the Corporate Debtor i.e. MFS Intercorp Limited on 07thJanuary 2020.

Significant and Material Orders Passed by the Regulators or Courts

National Company Law Tribunal (NCLT) New Delhi Bench has passed an Order to InitiateCIRP Process against MFS Intercorp Limited on 7th of January 2020 on anApplication filed by BSE Limited and in terms of admission of Order the Management of theaffairs of the Company was vested to IRP.

Subsidiary/Associates Companies

The Company does not have any Subsidiary Joint venture or Associate Company. Hencestatement containing salient features of the financial statement of subsidiaries/associatecompanies/joint ventures pursuant to first proviso to subsection (3) of section 129 readwith rule 5 of Companies (Accounts) Rules 2014 under Form AOC-1 is not applicable to theCompany.

Adequacy of internal financial controls

During the year the Operation of Company was shut down. There were only a maintenanceexpenses was incurred. However the Company had in place adequate and effective InternalFinancial Controls with reference to financial statements. During the year such controlswere tested and upgraded and no reportable material weaknesses in the design or operationwere observed.

Particulars of Loans Guarantees or Investments

During the year under review your Company has not directly or indirectly -

• Given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any;

• Given any guarantee or provided security in connection with a loan to any otherbody corporate or person; and

• acquired by way of subscription purchase or otherwise the securities of anyother body corporate.

Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company hasnot entered into any contract arrangement or transaction with any related party whichcould be considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

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 is furnished as Annexure -A to this report.

Directors and Key Managerial Personnel

1. Ramiz Rafikbhai Saya Director (Non Executive Independent Director)
2. Baldevkumar Kishorbhai Savaliya Director (Non Executive Independent Director)
3. Zeel Kanubhai Kukadiya Director (Non Executive Non Independent Director)
4. Yunusbhai Satarbhai Saya Director (Non Executive Independent Director)

Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet the criteria of independence laid down in Section 149(6)of the Companies Act 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR)Regulations. There has been no change in the circumstances which may affect their statusas independent director during the year.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Regulations 2015 the Company has put inplace a familiarization program for the Independent Directors to familiarize them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc.

Policy on Directors' Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directorsappointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director. The following attributes/criteria for selectionhave been laid by the Board on the recommendation of the Committee:

1. the candidate should possess the positive attributes such as leadershipentrepreneurship business advisor or such other attributes which in the opinion of theCommittee are in the interest of the Company;

2. the candidate should be free from any disqualification as provided under Sections164 and 167 of the Companies Act 2013;

3. the candidate should meet the conditions of being independent as stipulated underthe Companies Act 2013 and Listing Agreement entered into with Stock Exchanges in caseof appointment as an independent director; and

4. the candidate should possess appropriate educational qualification skillsexperience and knowledge in one or more fields of finance law management salesmarketing administration corporate governance technical operations infrastructure orsuch other areas or disciplines which are relevant for the Company's business.

Number of Meetings of the Board

During the year under review Four (4) Meetings of the Board of Directors were held on23rd May 2019 02nd August 2019 08th November 2019 06th February 2020.

Extract of Annual Return

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure - B in the prescribed Form MGT-9 which forms part of this report.

Audit Committee

The Audit Committee of the Company presently comprises of three members being Mr. RamizSaya Mr. Baldevkumar Savaliya and Mr. Zeel Kukadiya. During the year under review thereare 4 Audit Committee meetings were held on 23.05.2019 02.08.2019 08.11.201906.02.2020.

Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Company presently comprises of threeDirectors being Mr. Ramiz Rafikbhai Saya Mr. Baldevkumar Savaliya and Mr. Zeel KanubhaiKukadiya. During the year under review there were two meetings were held on 23.05.2019and 06.02.2020.

Stakeholder Relationship Committee

This committee presently consists of three directors namely Mr. Ramiz Rafikbhai SayaMr. Baldevkumar Kishorbhai Savaliya and Mr. Zeel Kanubhai Kukadiya. During the year underreview there were two meetings were held on 23.05.2019 and 06.02.2020.

Material Changes and Commitments if any affecting the Financial position of theCompany which have occurred between the end of Financial Year of the Company to which theFinancial Statement relate and the date of the Report.

During the period under review on 7th Day of January 2020 Hon'bleNational Company Law Tribunal (NCLT) has passed Order of Initiation of CIRP Process of MFSIntercorp Limited on application of BSE Limited. After that the MFS intercrop Limited hasarrange some finance from the investor(s) and pay all the dues to operational creditor ason 06th April 2021. The Hon'ble NCLT New Delhi Bench on 07th April2021 granted some time to BSE Limited (the applicant) for filing withdrawal application.On 08th July 2021 the Order of Withdrawal of CIRP issued by Hon'ble NCLT NewDelhi Bench. On the date of singing the Report the Company is free from Rigorous processof CIRP.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015 the Management Discussion and Analysis has beengiven hereunder;

Industry Structure and Developments

During the period the Company was not engaged in any activity and the management islooking for a right opportunity to make the Company operational. However due to this COVID19 pandemic the management did not grep the right opportunity till time.

Overall Review

Due to scarcity of working capital funds the Company is not able to perform anybusiness activities. Also the company is try to find some investor(s) for investment inthe company and make the company operationalized. The board also taking a step for costreduction to the extent feasible. Several cost cutting measures have already beenundertaken by the Company.

Risk and Concerns

In the current situation the company is not in working condition so the Risk is nil.The Company's future development would depend upon the commencement of its operationalactivities.

Internal Controls Systems and their adequacy

The Company is following a proper and adequate system of internal controls howeverduring the period there were no any material transaction taken place. Also in theExpenses part the company has taken adequate step for internal control in respect of allits activities. Further all transaction entered into by the Company are fully authorizedrecorded and reported correctly.

Financial Performance with Respect to Operational Performance

During the year under review the Company did not carry out any activity.

Cautionary Note

Certain statements in "Management Discussions and Analysis" section may beforward looking and are stated as required by law and regulations. Many factors bothexternal and internal may affect the actual results which could be different from whatthe Directors envisage in terms of performance and outlook.

Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act. It establishes various levels of accountability and overview within theCompany while vesting identified managers with responsibility for each significant risk.

Corporate Social Responsibility (CSR)

The Company does not fall in any of the Criteria of Section 135 of the Companies Act2015 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hencethe company does not require to comply the same.

Safety Environment and Health

The Company's commitment to excellence in Health and Safety is embedded in theCompany's core values. The Company has a stringent policy which drives all employees tocontinuously break new ground safety management for the benefit of people propertyenvironment and the communities where we operate on sites.

Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Work place inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. All employees of theCompany those of contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2019-2020 andhence no complaint is outstanding as on 31.03.2020 for redressal.

Vigil Mechanism/Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism.

Code of Conduct

The Board has laid down a code of conduct for board members and senior managementpersonnel of the Company. The code incorporates the duties of independent directors aslaid down in the Companies Act 2013. The said code of conduct is posted on Company'swebsite (the website is under maintenance). The Board members and senior managementpersonnel have affirmed compliance with the said code of conduct.

Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI(Prohibition of Insider Trading) Regulations 2015. The same has been placed on thewebsite of the Company (the website is under maintenance). All the Directors seniormanagement employees and other employees who have access to the unpublished pricesensitive information of the Company are governed by this code. During the year underReport there has been due compliance with the said code of conduct for prevention ofinsider trading.

Corporate Governance

As per SEBI LODR Compliance with the provisions of regulation 17 through 27 andclauses (b) to of sub-regulations 46 and Para C D and E of schedule V is not mandatoryfor the time being in respect of the following class of Companies:

a) Companies having paid -up equity share capital not exceeding Rs. 10 crore and NetWorth not exceeding Rs. 25 Crore as on the last day of previous financial year;

b) The listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption consequently CorporateGovernance does not forms part of the Annual Report for the Financial Year 2019-20.However the Company is following industry best corporate governance standards.

Human Resources

The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees across variouslocations.

Deposits from Public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and OutgoTechnology absorption: NIL Foreign Exchange earnings and outgo: NIL

Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules no employee of the Company was paid remuneration exceedingthe prescribed limits during the financial year 2019-2020.

Share Capital

The paid-up equity share capital of the Company as at 31st March 2020 isRs. 43249000. The Company currently has no outstanding shares issued with differentialrights sweat equity or ESOS.

Auditors

Statutory Auditors:

The Statutory Auditors M/s. Rishi Sekhri and Associates Chartered Accountants Mumbai(Firm Reg. No. 128216W) hold office until the conclusion of the AGM to be held in the yearof 2020. The company reappointed statutory auditor for second term for the period of 3years up to the Annual General Meeting to be held in the year 2023.

The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. S Bhattbhatt & Co. to undertake the Secretarial Audit of theCompany for the year ended March 31 2020. The Secretarial Audit Report is annexed asAnnexure C.

Reply of Management on Adverse Remark of Secretarial Auditor in his Secretarial AuditReport.

1. The Company has failed to complied section 203 of the Companies Act 2013 pursuant toappointment of MD/WTD/Manager Chief Financial Officer and Company Secretary during theperiod under review. - During the period under review the company was facing a financialcrunch and was looking for new business opportunity. Due to this financial Crunch thecompany had gone into CIRP on an application of operational creditor i.e. BSE Limitedunder Section 9 of IBC 2016 in the month of January 2020 and all the power was vestedwith Interim Resolution Professional. On payment of all pending dues the Company had madea withdrawal application and the same was approved by a Hon'ble NCLT New Delhi Bench on08th July 2021. On the date of Signing this Report the Company has appointedKey managerial personnel ("hereinafter KMP") and complied the Section 203 of theCompanies Act 2013.

2. The Company has failed to File INC-22A (Active Form) as per Companies Act 2013.

- Due to no appointment of KMP MCA system not allowed to file the Form.

3. As per section 138 of the Companies Act 2013 the Company is required to appointInternal Auditor. The Company has not appointed Internal Auditor. - During the periodunder review the company was facing a financial crunch and was looking for new businessopportunity. Due to this financial Crunch the company had gone into CIRP on anapplication of operational creditor i.e. BSE Limited under Section 9 of IBC 2016 in themonth of January 2020 and all the power was vested with Interim Resolution Professional.On payment of all pending dues the Company had made a withdrawal application and the samewas approved by a Hon'ble NCLT New Delhi Bench on 08th July 2021. So theCompany will appoint Internal Auditor for Short period of time.

4. The Company has not paid the Annual Listing Fees for the period under review.However the same was paid on the date of singing the Report.

5. During the Audit period the company has not complied the requirement of Regulation46 & 47 of SEBI (LODR) Regulations 2015. - During the period under review thecompany was facing a financial crunch and was looking for new business opportunity. Due tothis financial Crunch the company had gone into CIRP on an application of operationalcreditor i.e. BSE Limited under Section 9 of IBC 2016 in the month of January 2020 andall the power was vested with Interim Resolution Professional. On payment of all pendingdues the Company had made a withdrawal application and the same was approved by a Hon'bleNCLT New Delhi Bench on 08th July 2021. So the Company will comply theregulations in Short period of time.

6. As per the provisions of Section 149(1) of the Companies Act 2013 and regulationunder SEBI (LODR) Regulations 2015 the Company is required to have at least one WomenDirector on its Board. The Company has not appointed Women Director. - During the periodunder review the company was facing a financial crunch and was looking for new businessopportunity. Due to this financial Crunch the company had gone into CIRP on anapplication of operational creditor i.e. BSE Limited under Section 9 of IBC 2016 in themonth of January 2020 and all the power was vested with Interim Resolution Professional.On payment of all pending dues the Company had made a withdrawal application and the samewas approved by a Hon'ble NCLT New Delhi Bench on 08th July 2021. So theCompany will comply the regulation in Short period of time.

7. Acknowledgement for sending the notices of the Meeting of the Board and Committeesare not maintained by the company. - During the period the Company has sent all theintimation of notice of meeting of Board and Committee to the Respective director. TheAcknowledgement for the same will be maintained in short period of time.

8. The Company has decided not to opt for Corporate Governance Report in compliancewith Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for the time being.

9. The Company has not complied with Regulation 33(1)(d) of SEBI(LODR) Regulations2015 related to peer review certificate of Statutory Auditor of the Company. - During theperiod under review the company was facing a financial crunch and was looking for newbusiness opportunity. Due to this financial Crunch the company had gone into CIRP on anapplication of operational creditor i.e. BSE Limited under Section 9 of IBC 2016 in themonth of January 2020 and all the power was vested with Interim Resolution Professional.On payment of all pending dues the Company had made a withdrawal application and the samewas approved by a Hon'ble NCLT New Delhi Bench on 08th July 2021. So theCompany will comply the regulation in Short period of time.

10. The company has not maintained the attendance register for Board and committeemeeting. - During the period no Qualified Company Secretary was appointed and all theSecretarial related work was carried out by ordinary accounts person. However the samewill be updated in short period of time.

11. The Company has not signed and maintained the Minutes of Board Meeting CommitteeMeeting and AGM Meeting. - The Minutes of Meeting of Board of Director Committee Meetingand AGM Meeting will be updated in short period of time.

12. Statutory Registrar as per companies Act 2013 is yet to be updated. - The Companywill update the same in short period of time.

13. Certain event-based E Forms have not been filed by the company in time which wererequired to be filed with ROC during the audit period - During the period under review noQualified Company Secretary was appointed and all the Secretarial Work was carried out byordinary account person. On the date of signing of this Report the company appointed Mr.Deepak Khandelwal (M.No.: A31480) Qualified Company Secretary. So all the pending eventbase e form will be updated in due course.

14. The Company has not filed the Certificate as Required under Regulations 74(5) ofthe SEBI (Depositories & Participants) Regulations 2018 for the Quarter ended June2019. However the same was filed on the date of Signing the Report.

15. The Company has not filed the Related Party Transaction as required under theRegulation 23(9) of SEBI (Listing Obligation and Disclosure Requirements) (Amendments)Regulations 2018 for the half year ended September 2019 and for the Half year endedMarch 2020. - During the period under review the company was facing a financial crunchand was looking for new business opportunity. Due to this financial Crunch the companyhad gone into CIRP on an application of operational creditor i.e. BSE Limited underSection 9 of IBC 2016 in the month of January 2020 and all the power was vested withInterim Resolution Professional. On payment of all pending dues the Company had made awithdrawal application and the same was approved by a Hon'ble NCLT New Delhi Bench on 08thJuly 2021. So the Company will comply the regulation in Short period of time.

16. The Company has not filed the Certificate as Required under Regulations 40(9) and40(10) of SEBI (Listing Obligation of Disclosure Requirements) Regulations 2015 for thehalf year ended March 2020. However the same was filed on the date of Signing the Report.

17. The Company has not filed the Standalone Audited Financial Result for the Quarterand year ended March 2020 as required under the Regulation 33 of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015. - During the period under review thecompany was facing a financial crunch and was looking for new business opportunity. Due tothis financial Crunch the company had gone into CIRP on an application of operationalcreditor i.e. BSE Limited under Section 9 of IBC 2016 in the month of January 2020 andall the power was vested with Interim Resolution Professional. On payment of all pendingdues the Company had made a withdrawal application and the same was approved by a Hon'bleNCLT New Delhi Bench on 08th July 2021. However the same was filed on signingthis Report.

18. The Company has not filed the Annual Secretarial Compliance Report as requiredunder the Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 for the year ended March 2020. However the same was filed as on thedate of Signing of the Report.

19. The Company has not complied the SEBI Circular"SEBI/HO/DDHS/CIR/P/2018/144" dated 26th November 2018 related to DisclosureRequirement for Large Entitites. - During the period under review the company was facinga financial crunch and was looking for new business opportunity. Due to this financialCrunch the company had gone into CIRP on an application of operational creditor i.e. BSELimited under Section 9 of IBC 2016 in the month of January 2020 and all the power wasvested with Interim Resolution Professional. On payment of all pending dues the Companyhad made a withdrawal application and the same was approved by a Hon'ble NCLT New DelhiBench on 08th July 2021. However the same will be complies in due course.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified CostAuditors in view of non-applicability. No appointment of Cost Auditors has been made.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) in the preparation of annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at March 31 2020 and of the Profit of the Companyfor the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a 'going concern' basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Acknowledgement

The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and Bankers Government Authorities Employeesat all levels and Stakeholders in furthering the interest of the Company.

For and on behalf of the Board of Directors
Date: 21st July 2021 Sd/-
Place: NEW DELHI Yunis Saya
Chairman

.