Directors Report of MBI Intercorp Ltd.

Mar 31, 2013

To The Members

The Directors hereby present their Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The financial results of the Company for the year under report are given below:

Particulars Year ended 31st March, 2013 Year ended 31st March, 2012 (Rs. in lac) (Rs. in lac)

1. Operative & Other Income 23.18 60.68

2. Depreciation 7.23 7.23

3. Profit/loss before tax (0.01) (7.37)

4. Profit after tax (0.01) (7.37)

5. Add previous year''s balance (384.15) (376.78)

6. Balance carried to balance sheet (384.16) (384.15)



DIVIDEND

Keeping in view the performance, Your Directors are unable to recommend dividend for the year under review

OPERATIONS

The sales were marginally decreased by 56.53 Lacs as compared to the previous year. However due to sluggish market condition, the performance of the Company was affected.

MATERIAL CHANGES

There are no material changes affecting the affairs of the company, which have happened between the date of Balance Sheet and up to the date of this report.

MANAGEMENT DISCUSSION & ANALYSIS (MD&A)

BUSINESS REVIEW

The company earned its income mainly from trading of mattresses. The performance was affected due to recessionary trend in the economy.

OPPORTUNITIES

The economic development is the main agenda of the Government and that will provide very positive environment for the business of Trading and Manufacturing.

RISKS AND CONCERNS

Your Company is exposed to business and environmental risks in which it operates including economic cycles, market risks and credit policy of government. We are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE INTERNAL CONTROL

Your Company has a proper and adequate system of internal controls to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets and that the transactions are authorized, recorded and reported correctly.

DIRECTORS

Mr. Padam Duggar, Director retire by rotation and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance. As on now there is no Chief Financial Officer in the company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2013 and of the profits of the Company for the period from 1st April, 2012 to 31st March, 2013;

iii) Proper and sufficient care has been taken 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;

iv) The annual accounts have been prepared on a going concern basis.

FIXED DEPOSITS

During the period under review, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

AUDITORS

M/s Sanjay Rawal & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and they have offered themselves for re-appointment. The Company has obtained necessary certificate u/s 224 (1B) of the Act from M/s Sanjay Rawal & Co., Chartered Accountants.

AUDITORS'' REPORT

The Auditors'' Report on the Accounts of the Company for the period under review is self – explanatory.

PARTICULARS OF EMPLOYEES

During the period under review, no employee received salary more than Rs. 60.00 lac per annum or Rs.5.00 lac per month. Accordingly, no particulars of employees are being given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

A. CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies (disclosures of particulars in the report of Board of Directors) Rules 1988, particulars with respect to conservation of Energy, Technology Absorption, Foreign Exchange Earning & Outgo are annexed hereto and form part of this report.

ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company. The Board also takes this opportunity to express their appreciation for the devoted and sincere services rendered by the employees of the Company during the year.



Place: New Delhi By Order of the Board

Date: 30.08.2013 For MBI Intercorp Limited



Sd/- Sd/-

(Viresh Agarwal) (Anuj Agarwal)

Managing Director Director