Directors Report of MFS Intercorp Ltd.

Mar 31, 2024

Your Directors presenting the Board''s Report of your Company together with the Audited Financial Statements for the
financial year ended 31^st March, 2024.

Financial Statements

Particulars	Current Year 2023-24	Current Year 2022-23
Total Income	0	222.16
Total Expenses	1.95	177.23
Profit/Loss before Finance Cost and Depreciation	(1.95)	44.93
Less : Finance Cost	--	--
Profit/Loss before Depreciation	(1.95)	44.93
Less : Depreciation	--	--
Profit/(Loss) before Tax	(1.95)	44.93
Provision for Tax
- Current Tax	--	11.23
- Deferred Tax	--	--
Balance of Profit/(Loss) for the year	(1.95)	33.70
Earning per equity share:	(0.05)	0.78
Basic & Diluted (Rs.10/- each)

Performance Review

During the year the company has not generated income and as a result of that the Company has incurred loss of Rs.
1.95 Lakhs in 2023-24.

Dividend

No dividend recommended by the Board of directors for the Financial Year ended 31^st March, 2024.

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 the Company

During the period under review, there were no material changes and commitments made by company which affect the
financial position of the company.

Subsidiary / Associates Companies

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence, statement containing salient
features of the financial statement of subsidiaries/associate companies/joint ventures pursuant to first proviso to sub¬
section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to
the Company.

Adequacy of internal financial controls

The Company has in place adequate and effective Internal Financial Controls with reference to financial statements.
During the year, such controls were tested and upgraded and no reportable material weaknesses in the design or
operation were 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 advances envisaged in a contract of
supply of materials, if any;

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

• Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company has not entered into any contract,
arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing
Obligations and Disclosure Requirements) 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

Kiran Vishwakarma - Whole Time Director (w.e.f. 01/03/2024)

Meet Ratilal Khant - Non-Executive Independent Director (w.e.f. 01/03/2024)

Parth Mehta - Non-Executive Independent Director (w.e.f. 01/03/2024)

Pratik Parikh - Managing Director (Upto 08/12/2023)

Mahima Ahuja - Non - Executive Non Independent Woman Director

Hardik Vinodbhai Gajjar - Non-Executive Independent Director (Upto 05.03.2024)

Utkarsh Patel - Executive Director (w.e.f 06.09.2023 to Upto 26.12.2023)

Jayesh Patel - Whole Time Director (w.e.f. 08.12.2023 to 05.03.2024)

Declaration by Independent Directors

The Company has confirming that they meet the criteria and received necessary declarations from all Independent
Directors of the Company under in Section 149 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 status as independent
director during the year.

Board Evaluation

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

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

Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI LODR Regulations, 2015, the Company has put in place a familiarization
program for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the
working of the Company, nature of 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 Directors appointment and remuneration
including criteria for determining qualification, positive attributes and independence of a Director. The following
attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

1. the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or
such other attributes which in the opinion of the Committee are in the interest of the Company;

2. the candidate should be free from any disqualification as provided under Sections 164 and 167 of the
Companies Act, 2013;

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

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

Number of Meetings of the Board

During the year under review, 9 (Nine) board meetings were held on 30.05.2023, 11.08.2023, 06.09.2023, 04.10.2023,
09.11.2023, 08.12.2023, 27.02.2024, 01.03.2024 and 05.03.2024.

Extract of Annual Return

A copy of the Annual Return as required under Section 92(3) and Section 134(3) (a) of the Act has been placed on the
Company''s website. The web-link as required under the Act is as under: http://www.muskanferro.com

Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act,
2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement)
Regulation, 2015 in the terms of reference to the Audit Committee.

The Audit Committee of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta
and Ms. Mahima Ahuja. Changes were made in accordance with rules and regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178
of the Companies Act, 2013, read with Regulation 19 of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

The Audit Committee of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta
and Ms. Mahima Ahuja. Changes were made in accordance with rules and regulations.

Stakeholder Relation Committee

The Stakeholder Relation Committee of the Board of Directors meets the criteria laid down under Section 179 of the
Companies Act, 2013, read with Regulation 20 of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

The Audit Committee of the Company presently comprises of three members being Mr. Meet Khant, Mr. Parth Mehta
and Ms. Mahima Ahuja. Changes were made in accordance with rules and regulations.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation
2015, the Management Discussion and Analysis has been given hereunder;

Industry Structure and Developments

During the period, the Company somehow manages to find the investors which results in improvement in Company''s
business.

Overall Review

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the
business. The Company is working towards being resilient in order to sail through the current situation. It is focused on
controlling the fixed costs, maintaining liquidity and meticulously managing supply chain issues to ensure that the
manufacturing facilities operate smoothly.

Your Company is focused on achieving volume growth, reduction in costs and improving product portfolio. These
measures will continue to drive improvement in your Company''s business.

Risk and Concerns

The Company''s future development would depend upon the commencement of its operational activities.

Internal Controls Systems and their adequacy

The Company is following a proper and adequate system of internal controls, however during the period there were
necessary material transactions taken place. Also, in the Expenses part the company has taken adequate step for
internal control in respect of all its activities. Further all transaction entered into by the Company are fully authorized,
recorded and reported correctly.

Financial Performance with Respect to Operational Performance

During the year under review, the Company improvises its financial position because company somehow manages to

find new investors.

Cautionary Note

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

Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act. It establishes various
levels of accountability and each significant risk.

Corporate Social Responsibility (CSR)

The Company does not fall in any of the Criteria of Section 135 of the Companies Act, 2015 read with the Companies
(Corporate Social Responsibility Policy) Rules 2014 and hence the company does not require to comply the same.

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 a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Work place, in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims
to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working environment, where employees
feel secure. All employees of the Company, those of contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2022-2023 and hence no complaint is
outstanding as on 31.03.2024 for redressal.

Vigil Mechanism/ Whistle Blower Policy

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

Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The
code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of
conduct is posted on Company''s website (the website is under maintenance). The Board members and senior
management personnel 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 the website of the Company (the website is under maintenance. You
can get the same through an Email). All the Directors, senior management employees and other employees who have
access to the unpublished price sensitive information of the Company are governed by this code. During the year under
Report, there has been due compliance with the said code of conduct for prevention of insider trading.

Corporate Governance

As per SEBI LODR, Compliance with the provisions of regulation 17 through 27 and clauses (b) to of sub - regulations 46
and Para C, D and E of schedule V is not mandatory for 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 Net Worth 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 Corporate Governance does not forms
part of the Annual Report for the Financial Year 2023-24. 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. The Company has maintained cordial
and harmonious relations with employees across various locations.

Deposits from Public

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings

Outgo Technology 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 of Managerial Personnel) Rules, no
employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2023-24.

Share Capital

The paid-up equity share capital of the Company as at 31^st March, 2024 is Rs.4,32,49,000. The Company currently has
no outstanding shares issued with differential rights, sweat equity or ESOS.

Auditors

Statutory Auditors:

M/s. H. G. Sarvaiya & Co, Chartered Accountants, (Firm Registration No: 115705W) who are the statutory auditors of
the Company, were appointed at the 38^th Annual General Meeting to hold office till the conclusion of 43^rd Annual
General Meeting.

The report issued by M/s. H. G. Sarvaiya & Co., Chartered Accountants, (Firm Registration No: 115705W), Statutory
Auditor for FY 2023-24 forms part of this report.

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

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. S Bhattbhatt & Co. to undertake the
Secretarial Audit of the Company for the year ended March 31, 2024. The Secretarial Audit Report is annexed as
Annexure B.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified Cost Auditors, 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 the best of their knowledge and ability,
confirm that:

a) in the preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have been followed and there are no material departures from
the same;

b) they 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 March 31, 2024
and of the Profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the this Act for safeguarding the assets 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 and that such internal financial controls
are adequate and are operating effectively; and

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

Employee Remuneration:

(A) None of the employees of the company was in receipt of the remuneration exceeding the limits prescribed u/s 197
(12) read with rule 5, sub-rule 2 of The Companies (Appointment and Remuneration of Managerial Personnel) of the
Companies Act, 2013 during the year under review.

(B) The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms
of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report.

Acknowledgement

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

Date: 02/09/2024 For and on behalf of the Board of Directors

Place: Ahmedabad Kiran Vishwakarma

Sd/-

Chairman & W.T. Director

---

Mar 31, 2015

Dear Shareholders,

The Directors here by present the Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2015.

OPERATIONS REVIEW:

During the year under review due to financial crisis company has not carried out any business activities and faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs. 87868/-.

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR:

The Company does not have any significant business activity and not carried out any business during the year under review.

DIVIDEND:

Considering the loss incurred in the current financial year and accumulated losses, your Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued, subscribed and paid up capital of the Company is Rs 43249000/- divided into 4324900 equity shares of Rs 10/- each. There has been no change in the share capital of the Company during the year.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate companies & joint ventures.

FIXED DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Ms. DINABEN GANATRA (DIN: 07265796) appointed as additional director on 28.08.2015 and same resigned on 29.08.2015. Mr. KETANBHAI DINESHCNANDRA SORATHIYA resigned on 28.08.2015.Mr. KAMLESH THOTHAWALA was appointed as an additional director of the company with effect from August 29, 2015 and hereby appointed as director of the Company and whose office liable to retire by rotation.

Since the Company does not have any significant business activities, hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

MEETINGS:

Minimum four pre-scheduled Board meetings are held annually. In case of business exigencies or urgency of matters, resolutions are passed by circulation. During the year Five Board meetings were held. The dates of the Board Meetings were 29.05.2014, 04.08.2014, 26.08.2014, 14.11.2014 and 07.02.2015. Attendance record of Directors attending the Board meetings and Annual General Meetings during the year:

Name of the Director No. of Board Meetings Last AGM attended Held Attended

ANIL MISTRY 5 5 YES

KETAN SORATHIYA 5 5 YES

Resigned as on 28.08.2015

SHAILESH KUMAR GUPTA 5 1 NO

Appointed 26.08.2014

AJEET KUMAR 5 1 NO

Resigned as on 26.08.2014

AUDIT COMMITTEE:

The Audit Committee of the Company presently comprises of three Directors being MR. KAMLESH THOTHAWALA, MR. SHAILESH GUPTA and MR. ANIL MISTRY.

The Board terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and of the Listing Agreement.

Role/ Functions of the Committee:

- Reviewing with management the annual financial statements before submission to the Board.

- Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services. - Review of policies relating to risk management – operational and financial. - Reviewing with the management, external auditors and the adequacy of the internal control system.

Powers of the Committee:

- To investigate any activity within its terms of reference.

- To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).

- Compliance with accounting standards.

- To obtain outside legal or other professional advice, if necessary.

- To secure attendance of outsiders with relevant expertise, if it considers necessary.

- Compliance with Stock Exchange and legal requirements concerning financial statements.

Attendance at the Audit Committee Meetings:

During the year the Audit Committee met 4 times on 29.05.2014, 04.08.2014, 14.11.2014, 07.02.2015 attendance of the members as under:

Name of the Director No. of Board Meetings

Held Attended ANIL MISTRY 4 4

KETAN SORATHIYA 4 4

Resigned as on 28.08.2015

SHAILESH KUMAR GUPTA 4 1

AJEET KUMAR 4 1

Resigned as on 26.08.2014

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee has been constituted as per the provisions of Section 178(1) of the Companies Act, 2013 on 30.05.2015 to review and to recommend the remuneration payable to the Executive Directors and Senior Management of the Company based on their performance and defined assessment criteria.

Nomination and Remuneration Committee of the Company presently comprises of three Directors being MR. KAMLESH THOTHAWALA, MR. SHAILESH GUPTA and MR. ANIL MISTRY.

The following is the terms of reference of Nomination and Remuneration Committee:

- Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

- Formulation of criteria for evaluation of independent directors and the Board;

- Devising a policy on Board diversity; and

-Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Nomination and Remuneration Policy:

The Committee is in process of formulating Nomination and Remuneration Policy which determines criteria inter-alia qualification, positive attributes and independence of Directors for their appointment on the Board of the Company and payment of remuneration to Directors, Key Managerial Personnel and other Employees. The Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

- Qualification, expertise and experience of the Directors in their respective fields;

- Personal, Professional or business standing;

- Diversity of the Board

In case of re-appointment of Non Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committee as 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

This committee presently consists of three directors namely, MR. KAMLESH THOTHAWALA, MR. SHAILESH GUPTA and MR. ANIL MISTRY. During the year two meetings were held on 29.05.2014 and 07.02.2015.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The performance evaluations of Independent Directors were also carried out and the same was noted. Independent Directors in their meeting decided to bring more transparency in their performance and bring more responsibility while taking any policy decisions for the benefit of the shareholders in general.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial year is not given.

AUDITORS AND AUDITORS' REPORT:

M/s. RISHI SEKHRI AND ASSOCIATES, CHARTERED ACCOUNTANTS, Mumbai (Firm Reg. No. 128216W), in respect of whom the company has received a Special Notice under section 140(4) of the Act, proposing their appointment in the place of retiring auditors M/s. Y. D. & Co., Chartered Accountants, Ludhiana, (FRN 018846N) and hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

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

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No. Qualifications made by Secretarial Auditor Explanations by the Board

a) The Company has decided not to opt for The paid up capital and net worth is below the prescribed compliance of Clause 49 for the time being limit for mandatory applicability of Corporate Governance clause so the Company has decided not to opt for compliance of Clause 49 for the time being.

b) Acknowledgement for sending the notices The notice and agenda for the Board and committee of the Meeting of the Board and meeting are sent by the email or hand delivery. The Committees are not maintained by the company will ensure to maintain to the company. acknowledgements for sending the notice of the meeting of the board and the committee.

c) Updating of website with regard to various The company will take necessary steps to update website policies is pending with regard to various policies which are pending.

d) The company has not complied with certain The company will take necessary steps to comply with the clauses of Listing Agreement as regards same.

publication of Notice of Board Meeting, Notice of AGM, quarterly results.

e) As per the provisions of Section 149(1) of The Company is in process for appointing of Women the Companies Act, 2013 and revised clause Director and once suitable and if any willing candidate 49 of the listing agreement, the Company is agrees to join the Company.

required to have at least one Women Director on its Board. The Company has not appointed Women Director.

f) As per section 203(1)(i),(ii) & (iii), the Since the Company does not have any significant business Company is required to appoint Company activities, hence the Volume and Scope of work for the Secretary & Chief Financial Officer. The Company Secretary and Chief Financial Officer are less Company has not appointed Company and it is not a full time work and the job of Company Secretary & Chief Financial Officer. Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary.

g) As per section 138 of the Companies Act, The size of operation of the Company is very small, it is 2013, the Company is required to appoint not viable to appoint Internal Auditor but the Company Internal Auditor. The Company has not has established the internal control system. appointed Internal Auditor.

h) The company has not maintained the The company will take necessary steps to maintain the attendance register for Board and attendance register for board and committee meetings.

committee meeting i) Statutory Registrar as per companies Act The company will take necessary steps to update 2013 is yet to be updated. Statutory Register as per companies Act 2013.

j) Certain event based E Forms have not been The company will ensure to file all relevant documents in filed by the company in time which were time with ROC and other authorities as when required.

required to be filed with ROC during the audit period.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed herewith

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith.

CORPORATE GOVERNANCE REPORT:

SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 had amended Clause 49 and made it applicable to all the listed Companies. Further, SEBI vide its circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 had made the Clause 49 on Corporate Governance non-mandatory to the following class of Companies:

a. Companies having paid up equity share capital not exceeding Rs.10/- crores and Net worth not exceeding Rs.25/- crores, as on the last day of the previous financial year;

Provided that where the provisions of Clause 49 becomes applicable to a company at a later date, such company shall comply with the requirements of Clause 49 within six months from the date on which the provisions became applicable to the company.

b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms.

Accordingly the paid up capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance clause. The Company has decided not to opt for compliance of Clause 49 for the time being.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as there were no employees coming within the purview of this section.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

e) Directors have prepared the accounts on a "going concern basis".

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Since there are no women employees in the Company hence no comments

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of the remuneration of each director to the permanent employee's remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for:

a. Government Policies

b. Human Resource Risk

VIGIL MECHANISM

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board

For, MFS INTERCORP LIMITED

PLACE: DELHI

DATE: 31.08.2015 Sd/-

(ANIL MISTRY)

CHAIRMAN

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Mar 31, 2014

Dear Members,

The Directors here by present the Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2014.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not able to generate any revenue from the operation but due to some fixed cost posted net loss of Rs. 39095/-. The management has taken measures as part of its continuous improvements to strengthen operations and viability.

D1V1DEND:

Your Directors have not declared any dividend during the year.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

MR. KETAN SORATHIYA Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

MR. ANIL MISTRY and MR. SHAILESH KUMAR GUPTA were appointed on 03.02.2014 and 26.08.2014 respectively as an Additional Director of the Company and holds office up to the date of this Annual General Meeting be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years up to the conclusion of the Annual General Meeting to be held in the calendar year 2019.

MR. AJEET SINGH and MR JIGAR KSHATRI were resigned as Directors of the Company with effect from 26.08.2014 and 03.02.2014 respectively.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

iii) 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, MFS INTERCORP LIMITED PLACE: NEW DELHI DATE: 26.08.2014 (KETANBHAI SORATHIYA) CHAIRMAN

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Mar 31, 2013

The Directors here by present the Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

FINANCIAL PERFORMANCE:

Key aspects of Company'' financial performance for the year 2012-13 is tabulated below:

[Amount in Rupees]

Particular 2012-13 2011-12

Total Income 1268000 3210000

Total Expenditure 1148000 3262316

Profit/(Loss) Before Extraordinary items and Taxation 120000 (52316)

Extraordinary items 595620

Profit/(Loss) before Tax (PBT) 120000 (647936)

Less: current Tax 36360

Net Profit/(Loss) after Tax for the year 83640 (647936)

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company unable to generate targeted revenue from the operation the Company hence total Income was stood at Rs. 1268000/- and has made net profit of Rs. 83640/- for the year ended 31st March, 2013.

The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

Mr. Jigar Kshatri Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Ajeet Kumar was appointed as additional directors of the Company with effect from 15.04.2013 and are eligible for re-appointment as director of the Company at the forthcoming Annual General Meeting and whose period of office will be liable to retire by rotation. Mr. Kamlesh Thothawala was resigned as a Director of the Company with effect from 15.04.2013.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

During the year under review, company had by special resolution altered the provisions of its Memorandum of Association with respect to the place of the Registered Office by changing it from the state of Madhya Pradesh to the Delhi and such alteration having been confirmed by an order of Regional Director, NWR, Ahmedabad bearing the date 05.04.2013.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self- explanatory and do not call for any further comments.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has been complying with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate report on Corporate Governance along with Auditors'' Certificate on compliance with the Corporate Governance norms and stipulated in Clause 49 of the Listing Agreement, forming part of this report is annexed herewith.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

iii) 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;

iv) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board

For, MFS INTERCORP LIMITED

PLACE: NEW DELHI

DATE: 30.08.2013 Sd/-

(KETANBHAI SORATHIYA)

CHAIRMAN

---

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report alongwith Audited Accounts of the company for year ended 31th March 2010.

FINANCIAL RESULTS

As you are aware that Board of Directors wishes to diversify the activities of the company but due to depressed market conditions company could not start the activities in the current year also and incurred a net loss of Rs. 0.62 Thousand which has been carried to the Balance Sheet.

DIVIDEND

In view of loss, the Board of Directors has not recommended any dividend for the year ended on 31st March 2010.

DEPOSITS

The company has not invited/accepted public deposit within the meaning of section 58A of the Companies Act, 1956 and rules made thereunder during the year under review.

DIRECTORS

Shri Sunil Nahata Director of the Company retires by rotation and being eligible offers themselves for reappoint- ment.

DIRECTORS RESPONSIBILITY

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm;

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) That appropriate accounting policies have been selected and applied consistently, and have made judg- ments 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 31.03.2010.

(iii) That 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 and;

(iv) That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing agreement, a report on corporate Goverance is annexed to this annual report.

DEMAT STATUS

The companys shares were admitted to demat. Presently Shares are held both a electronics and physical mode.

SECRETARIAL COMPAL1ANCE CERTIFICATE:

In accrodance with Section 383A of the Companies Act, 1956, and Companies (Compliance Certificate) Rule, 2001, the Company has obtained a Certificate from a Secretary in the Whole time practice confirming that the Company has complied with all the provisions of the Act and a copy of such certificate is annexed to this report.

PARTICULARS OF EMPLOYEES

There was no employee in the Company who was employed throughout the financial year or for part of the financial year was in receipt of remuneration whose particulars, if so employed, are required to be included in the report of Directors in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The company has not commenced commercial production during the period under report and as such data pertaining to conservation of energy are NIL. However the company has taken adequate steps for conservation of energy while designing the plant itself. The managoment has created a work culture of foster innovation in production and continuing efforts for improvement in quality.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Earnings out go : NIL

Foreign Earnings : NIL

ENVIRONMENT PROTECTION

The company has implemented for disposal of effluents an E T P system.

AUDITQRS

C.P. Rawka & Co., Chartered Accountants, the retiring Auditors of the company retires at this Annual General Meeting and being eligible offers themselves for reappointment.

ACKNOWLEDGEMENT

The Directors acknowledge with gratitude the coperation and confidence reposed by the companys Bankers, Shareholders, Customer & Suppliers. Your directors also wish to place on record their appreciation of devoted services rendered by the employees of the company.



For and on behalf of the Board Sunil Badjatia Managing Director

Place: INDORE Date : 20.08.2010