| 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 |