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MFS Intercorp Limited Annual Report 2021

Sep 2, 2021

63747_rns_2021-09-02_3a632a8e-b24c-407d-9c7f-00f73504fa70.pdf

Annual Report

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Date: 02/09/2021

To, Corporate Relationship Department BSE Limited, P.J. Tower, Dalal Street, Fort, Mumbai- 400 001.

Scrip Code: 513721 Scrip Name: MFSINTERCORP

Subject: Submission of Annual Report for the Financial Year 2020-21

Dear Sir / Madam

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company for the Financial Year 2020-21 along with the Notice of Annual General Meeting to be held on Tuesday 28[th] day of September 2021. Kindly take note of the same in your record.

Kindly take the same on record.

Yours sincerely,

For MFS Intercorp Limited

Deepak Khandelwal Company Secretary

CIN: L27209DL1986PLC254555 E-mail: [email protected], www.muskanferro.com, Conatct No.: 9712050787 Corporate Office: C-908, Ganesh Glory, Jagatpur Road, Near S.G. Highway, Ahmedabad, 382470, Gujarat

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MFS INTERCORP LIMITED

35[th] ANNUAL REPORT

FINANCIAL YEAR – 2020-2021

CORPORATE INFORMATION

Board of Directors

Karansingh Tomar - Mahima Ahuja - Ramiz Rafikbhai Saya - Yunusbhai Saya - Baldevkumar Savaliya - Zeel Kanubhai Kukadiya - Key Managerial Personnel Deepak Khandelwal - Ravi Patel -

Key Managerial Personnel

Managing Director (w.e.f. 21.07.2021) Non Executive Non Independent Woman Director (w.e.f. 11.08.2021) Non-Executive Independent Director Non-Executive Independent Director Non- Executive Independent Director (Upto 11.08.2021) Non- Executive Non-Independent Director (Upto 11.08.2021)

Company Secretary (w.e.f. 21.07.2021) Chief Financial Officer (w.e.f. 21.07.2021)

Statutory Auditors

M/s. Rishi Sekhri and Associates Chartered Accountants, Mumbai.

Secretarial Auditor

M/s. S Bhattbhatt & Co., Practicing Company Secretary, Gujarat.

Registered Office

Ground Floor-18, Omaxe Square Jasola, New Delhi 110025.

Corporate officer

C-908, Ganesh Glory, Jagatpur Road, Near S.G. Highway, Ahmedabad, 382470, Gujarat.

Share Transfer Agent

M/S Satellite Corporate Services Private Limited B-302, Sony Apartment, Opp. St. Judge’s High School, Marg, lower off Andheri- Kurla Road, Jarimari, Sakinaka, Mumbai-400072. E Mail: [email protected] PH NO: +91-22-2852 0461/ 28520462

Resolution Professional:

Mrs. Dipti Mehta (Up to 08/07/2021) IP Registration NO. IBBI/IPA-002/IP-N00134/2017-18/10350 201-206, Shiv Smriti Chambers, 2[ND] Floor, 49A, DR. Annie Besant Road, Above Co-operation Bank Worli, Mumbai-400018.

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INDEX

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SR. NO. CONTENTS PAGE NO.
1 BOARD REPORT 03 - 09
2 Form No. MR-3 - SECRETARIAL AUDIT REPORT 10 - 13
3 INDEPENDENT AUDITORS REPORT 14 - 17
4 BALANCE SHEET AS ON 31.03.2021 18
5 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31.03.2O21 19
6 CASH FLOW STATEMENT 20
7 NOTES TO FINANCIAL STATEMENT 21 - 23
8 NOTICE FOR THE AGM 24 - 31
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BOARD’S REPORT

To, The Members of MFS Intercorp Limited

Pursuant to an application filed by BSE LIMITED before the Hon’ble National Company Law Tribunal, Delhi Bench (“NCLT”) in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rule 6 and regulations framed thereunder (“Code”), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process (“CIR process” or “CIRP”) of the Company. The Hon’ble NCLT had, pursuant to the Admission Order, appointed an interim resolution professional for the Company (“IRP”) vide its order dated 07[th ] January 2020. In terms of the Admission Order, inter alia, the management of the affairs of the Company was vested in the IRP. On the 08/07/2021 the Hon’ble NCLT Delhi Bench issued an order of withdrawal CIRP against the Corporate Debtor and the company is free from rigorous process of CIRP. Further with effect from Withdrawal order, all the power and duties of Resolution Professional/Interim Resolution Professional Mrs. Dipti Mehta terminated and now vested with the Management of the company.

Your Directors presenting the Board’s Report of your Company together with the Audited Financial Statements for the financial year ended 31[st] March, 2021.

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Financial Statements (Rs. in Lakhs)
Particulars Current Year Previous Year
2020-21 2019-20
Total Income -- --
Total Expense 1.42 10.28
Profit before Finance Cost (1.42) (10.28)
and Depreciation
Less : Finance Cost -- --
Profit before Depreciation (1.42) (10.28)
Less : Depreciation -- --
Profit/(Loss) before Tax (1.42) (10.28)
Provision for Tax
- Current Tax -- --
- Deferred Tax -- --
Balance of Profit/(Loss) for (1.42) (10.28)
the year
Earning per equity share: (0.03) (0.24)
Basic & Diluted (Rs.10/-
each)
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Performance Review

During the year the company has not generated any income and as a result of that the Company has incurred loss of Rs. 1.42 Lakh in 2020-21.

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

Significant and Material Orders Passed by the Regulators or Courts

National Company Law Tribunal (NCLT), New Delhi Bench has passed an Order to Initiate CIRP Process against MFS Intercorp Limited on 7[th] of January, 2020 on an Application filed by BSE Limited and in terms of admission of Order, the Management of the affairs of the Company was vested to IRP. On the 08/07/2021 the Hon’ble NCLT New Delhi Bench approved the withdrawal of CIRP of MFS Intercorp Limited.

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 subsection (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

During the year the Operation of Company was shut down. There were only a maintenance expenses was incurred. However the Company had 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.

Dividend

No dividend recommended by the Board of directors for the Financial Year ended 31[st] March, 2021.

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

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Directors and Key Managerial Personnel
Karansingh Tomar Managing Director
(w.e.f. 21.07.2021)
Mahima Ahuja Non-Executive Non Independent
Woman Director (Upto
11.08.2021)
Ramiz Saya Non-Executive Independent
Director
Baldevkumar Non-Executive Independent
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Savaliya Director(Upto 11.08.2021)
Zeel Kukadiya Non-Exe.
Non
Independent
Director(Upto 11.08.2021)
Yunusbhai Saya Non-Executive
Independent
Director
Deepak Khandelwal Company
Secretary
(w.e.f.
21.07.2021)
Ravi Patel Chief
Financial
Officer
(w.e.f.
21.07.2021)

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

During the Period under review, there were no board meetings held. The company was under the CIRP and all the powers of management vested with Interim Resolution Professional Mrs. Dipti Mehta.

directors were suspended and vested with Resolution Professional. So during these period the Resolution Professional did not call any board meeting. However during the review period, the Interim Resolution Professional called 02 CoC Meeting for compliance of IBC Code 2016 dated 04 September, 2020 & 21[st] September, 2020.

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 Company presently comprises of three members being Mr. Yunis Saya, Mr. Ramiz Saya and Ms. Mahima Ahuj.

Mr. Baldevkumar Savaliya and Mr. Zeel Kukadiya resigned from 11.08.2021 from the Position of their Director.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company presently comprises of three members being Mr. Yunis Saya, Mr. Ramiz Saya and Ms. Mahima Ahuj.

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, all the powers of board of

Mr. Baldevkumar Savaliya and Mr. Zeel Kukadiya resigned from 11.08.2021 from the Position of their Director.

Stakeholder Relationship Committee

This committee presently consists of three directors namely, Mr. Yunis Saya, Mr. Ramiz Saya and Ms. Mahima Ahuj.

Mr. Baldevkumar Savaliya and Mr. Zeel Kukadiya resigned from 11.08.2021 from the Position of their Director.

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

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

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 was not engaged in any activity and the management is looking for a right opportunity to make the Company operational. However due to this COVID 19 pandemic the management did not grasp the right opportunity till time.

Overall Review

Due to scarcity of working capital funds, the Company is not

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able to perform any business activities. Also, the company is try to find some investor(s) for investment in the company and make the company operationalized. The board also taking a step for cost reduction to the extent feasible. Several cost cutting measures have already been undertaken by the Company.

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

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 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 no any material transaction 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 did not carry out any activity.

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.

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 overview within the Company, 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 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.

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 2020-21. 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

and Outgo Technology absorption: NIL Foreign Exchange earnings and outgo: NIL

Particulars of Employees and Remuneration

No complaint was received from any employee during the financial year 2020-2021 and hence no complaint is outstanding as on 31.03.2021 for redressal.

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 2020-2021.

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Share Capital

The paid-up equity share capital of the Company as at 31[st] March, 2021 is Rs.4,32,49,000. The Company currently has no outstanding shares issued with differential rights, 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 year of 2020. The company reappointed statutory auditor for second term for the period of 3 years 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 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, 2021. The Secretarial Audit Report is annexed as Annexure B .

Reply of Management on Adverse Remark in Secretarial Audit Report.

  1. The Company has failed to complied section 203 of the Companies Act 2013 pursuant to appointment of MD/WTD/Manager, Chief Financial Officer and Company Secretary during the period under review. - During the period under review, the company was facing a financial crunch and was looking for new business opportunity. Due to this financial Crunch, the company had gone into CIRP on an application of operational creditor i.e. BSE Limited under Section 9 of IBC 2016, in the month 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 same was approved by a Hon’ble NCLT, New Delhi Bench on 08[th] July, 2021. On the date of Signing this Report the Company has appointed Key managerial personnel (“hereinafter KMP”) and complied the Section 203 of the Companies Act, 2013.

2. The Company has failed to File INC-22A (Active Form) as per Companies Act 2013. – The Company will comply the same in short period of time.

3. As per section 138 of the Companies Act 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. - During the period under review, the company was facing a financial crunch and was looking for new business opportunity. Due to this financial Crunch, the company had gone into CIRP on an application of operational creditor i.e. BSE Limited under Section 9 of IBC 2016, in the month 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 same was approved by a Hon’ble NCLT, New Delhi Bench on 08th July, 2021. So the Company will appoint Internal Auditor for Short period of time.

4. The Company has not paid the Annual Listing Fees for the period under review. – The same will be paid in short period of time.

5. During the Audit period the company has not complied the requirement of Regulation 46 & 47 of SEBI (LODR) Regulations, 2015. - During the period under review, the company was facing a financial crunch and was looking for new business opportunity. Due to this financial Crunch, the company had gone into CIRP on an application of operational creditor i.e. BSE Limited under Section 9 of IBC 2016, in the month 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 same was approved by a Hon’ble NCLT, New Delhi Bench on 08th July, 2021. So the Company will comply the regulations in Short period of time.

6. During the period under review, No Board meeting was held throughout the year. Only 2 meeting of Committee of Creditors (CoC) were held during the period. – During the period all the power of the board was vested with RP Ms. Dipti Mehta. So the Board had no power to call the board meeting.

  1. During the period under review, the company was under corporate insolvency resolution process and Ms. Dipti Mehta was appointed as an Interim Resolution Profession.

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8. As per the provisions of Section 149(1) of the Companies Act, 2013 and regulation under SEBI (LODR) Regulations, 2015, the Company is required to have at least one Women Director on its Board. The Company has not appointed Women Director. – The Same is compiled as on date of signing this Report.

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

  2. The Company has not complied with Regulation 33(1)(d) of SEBI(LODR) Regulations, 2015 related to peer review certificate of Statutory Auditor of the Company. – During the period under review, the company was facing a financial crunch and was looking for new business opportunity. Due to this financial Crunch, the company had gone into CIRP on an application of operational creditor i.e. BSE Limited under Section 9 of IBC 2016, in the month 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 same was approved by a Hon’ble NCLT, New Delhi Bench on 08th July, 2021. So the Company will comply the regulation in Short period of time.

11. The Company has not maintained the attendance register for Board and committee meeting. – The Company was under CIRP and all the power was vested with RP. So the company will update the same in short period of time.

  1. The Company has not signed and maintained the Minutes of Board Meeting, Committee Meeting and AGM Meeting. - The Company was under CIRP and all the power was vested with RP. So the company will update the same in short period of time.

13. Statutory Registrar as per companies Act 2013 is yet to be updated. - The Company was under CIRP and all the power was vested with RP. So the company will update the same in short period of time.

  1. Certain event-based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.- The Company was

under CIRP and all the power was vested with RP. So the company will update the same in short period of time.

  1. The Company has not filed the Certificate as Required under Regulations 74(5) of the SEBI (Depositories & Participants) Regulations, 2018 for the Quarter ended March, 2020, June, 2020, September, 2020 and December, 2020. – The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  2. The Company has not filed the Related Party Transaction as required under the Regulation 23(9) of SEBI (Listing Obligation and Disclosure Requirements) (Amendments) Regulations 2018 for the year ended March, 2020 and for the Half year ended September, 2020. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  3. The Company has not filed the Certificate as Required under Regulations 40(9) and 40(10) of SEBI (Listing Obligation of Disclosure Requirements) Regulations, 2015 for the half year ended March, 2020, June, 2020, September, 2020 and December 2020. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  4. The Company has not filed the Standalone Unaudited and or Audited Financial Result for the Quarter and year ended March, 2020, June, 2020, September, 2020 and December, 2020 as required under the Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  5. The Company has not filed the Annual Secretarial Compliance Report as required under the Regulation 24A of SEBI (Listing Obligation and Disclosure

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Requirement) Regulations, 2015 for the year ended March, 2020 and March, 2021. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  1. The Company has not complied the SEBI Circular “SEBI/HO/DDHS/CIR/P/2018/144” dated 26[th] November, 2018 related to Disclosure Requirement for Large Entities for the year 2020 and 2021. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  2. The Company has not submit Investor Complain required under the Reg. 13(3) of SEBI (LODR) Reg. 2015 for the Quarter June, 2020, September, 2020 and December, 2020. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  3. The Company has not submit Shareholding Pattern as required under the Reg. 31 of SEBI (LODR) Reg. 2015 for the Quarter June, 2020, September, 2020 and December, 2020. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  4. The Company has not submit Certificate as required under the Reg. 7(3) of SEBI(LODR) Reg. 2015 for the half year ended September, 2020. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this report the company has complied the above regulation.

  5. The Company has not submit Reconciliation of Share Capital Audit Report as Required under Reg. 76 SEBI (DP) Reg. 1996 for the Quartered ended June, 2020, September, 2020 and December, 2020. - The Company was under CIRP and all the power was vested with RP. However on the date of signing this

report the company has complied the above regulation.

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, 2021, 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, 2021 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.

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.

For and on behalf of the Board of Directors,

Sd/-

Place: New Delhi

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ANNEXURE – A TO THE BOARD’S REPORT

Form No. 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)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

(I) Details of contracts or arrangements or transactions NOT at arm’s length basis :

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Name(s) of Nature of Duration of the Salient terms of the Date(s) of Amount Date on which the special
the related contracts/ Contracts / contracts or approval by paid as resolution was passed in
party and arrangements/ arrangements/ Arrangements or the Board advance, if General Meeting as
nature of transactions transactions Transactions including any required under first
relationship value, if any proviso to Section 188.
Not Applicable
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(II) Details of material contracts or arrangement or transactions at arm’s length basis:

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Name(s) of the Nature of Duration of Salient terms of the Date(s) of Amount Date on which the
related party and contracts/ Contracts / contracts or approval by the paid as special resolution was
nature of arrangements arrangement arrangements or Board advances passed in General
relationship / transactions s / transactions , if any Meeting as required
transaction s including the value, under First proviso to
if any, per Section 188.
Annum
Not Applicable
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ANNEXURE – B

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2021

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, MFS Intercorp Limited

The Hon’ble NCLT New Delhi Bench vide its ordered dated 07th January, 2020 initiated Corporate Insolvency Resolution Process against the company under Section 9 of IBC 2016 and appointed Mrs. Dipti Mehta as an Interim Resolution Professional to carry out the CIRP process. In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of MFS Intercorp Limited stands suspended and the same were being exercised by Mrs. Dipti Mehta. The management of the affairs of MFS Intercorp Limited had vested with Mrs. Dipti Mehta. Further, in terms of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendments) Regulations 2018 dated 31[st] May, 2018, that after the Commencement of Corporate Insolvency Resolution Process (CIRP), the roles and responsibilities shall be fulfilled by Resolution Professional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016 and as per Regulation 15(2A) and 2(B) of the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendments) Regulations 2018, the provisions specified in Regulations 17, 18, 19, 20 and 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be applicable. The Company has paid all the dues of the applicant i.e. BSE limited and file an Interlocutory application at Hon’ble NCLT for withdrawal of CIRP and the same was approved on 08th July, 2021. The IRP Ms. Dipti Mehta has filed withdrawal order to Registrar of Companies vide E Form INC-28 and the same was approved on 13.07.2021.

Further, we have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MFS Intercorp Limited (“hereinafter called the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the MFS Intercorp Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31[st] March, 2021 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by MFS Intercorp Limited (“the Company”) for the financial year ended on 31[st] March, 2021, according to the applicable provisions of:

  • i. The Companies Act, 2013 (‘the Act’) and the rules made there under, as applicable;

  • ii. The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

  • iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

  • iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not Applicable to the Company during audit period);

  • v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:

  • A. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • B. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

  • C. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009/2018: (Not Applicable to the Company during audit period);

  • D. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during audit period);

  • E. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the

  • Companies Act and dealing with client; (Not Applicable to the Company during the audit period);

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  • F. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the company during the audit period);

  • G. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the company

during the audit period);

  • H. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,

  • 1999 / Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the audit period);

  • vi. Other laws specifically applicable to the Company –

We have also examined compliance with the applicable clauses of the following:

  • 1) Secretarial Standards issued by The Institute of Company Secretaries of India; and

  • 2) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Standards etc. except that following:-

  1. The Company has failed to complied section 203 of the Companies Act 2013 pursuant to appointment of MD/WTD/Manager, Chief Financial Officer and Company Secretary during the period under review.

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

3. As per section 138 of the Companies Act 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor.

4. The Company has not paid the Annual Listing Fees for the period under review.

5. During the Audit period the company has not complied the requirement of Regulation 46 & 47 of SEBI (LODR) Regulations, 2015.

6. During the period under review, No Board meeting was held throughout the year. Only 3 meeting of Committee of Creditors (CoC) were held during the period.

7. During the period under review, the company was under corporate insolvency resolution process and Ms. Dipti Mehta was appointed as an Interim Resolution Profession.

8. As per the provisions of Section 149(1) of the Companies Act, 2013 and regulation under SEBI (LODR) Regulations, 2015, the Company is required to have at least one Women Director on its Board. The Company has not appointed Women Director.

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

10. The Company has not complied with Regulation 33(1)(d) of SEBI(LODR) Regulations, 2015 related to peer review certificate of Statutory Auditor of the Company.

11. The company has not maintained the attendance register for Board and committee meeting.

12. The Company has not signed and maintained the Minutes of Board Meeting, Committee Meeting and AGM Meeting.

13. Statutory Registrar as per companies Act 2013 is yet to be updated.

14. Certain event-based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period.

15. The Company has not filed the Certificate as Required under Regulations 74(5) of the SEBI (Depositories & Participants) Regulations, 2018 for the Quarter ended March, 2020, June, 2020, September, 2020 and December, 2020.

16. The Company has not filed the Related Party Transaction as required under the Regulation 23(9) of SEBI (Listing Obligation and Disclosure Requirements) (Amendments) Regulations 2018 for the year ended March, 2020 and for the Half year ended September, 2020.

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17. The Company has not filed the Certificate as Required under Regulations 40(9) and 40(10) of SEBI (Listing Obligation of Disclosure Requirements) Regulations, 2015 for the half year ended March, 2020, June, 2020, September, 2020 and December 2020.

18. The Company has not filed the Standalone Unaudited and or Audited Financial Result for the Quarter and year ended March, 2020, June, 2020, September, 2020 and December, 2020 as required under the Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

19. The Company has not filed the Annual Secretarial Compliance Report as required under the Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 for the year ended March, 2020 and March, 2021.

20. The Company has not complied the SEBI Circular “SEBI/HO/DDHS/CIR/P/2018/144” dated 26[th] November, 2018 related to Disclosure Requirement for Large Entities for the year 2020 and 2021.

21. The Company has not submit Investor Complain required under the Reg. 13(3) of SEBI (LODR) Reg. 2015 for the Quarter June, 2020, September, 2020 and December, 2020.

22. The Company has not submit Shareholding Pattern as required under the Reg. 31 of SEBI (LODR) Reg. 2015 for the Quarter June, 2020, September, 2020 and December, 2020.

23. The Company has not submit Certificate as required under the Reg. 7(3) of SEBI(LODR) Reg. 2015 for the half year ended September, 2020.

24. The Company has not submit Reconciliation of Share Capital Audit Report as Required under Reg. 76 SEBI (DP) Reg. 1996 for the Quartered ended June, 2020, September, 2020 and December, 2020.

We further report that:

The Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors.

We further report that there are adequate system and processes in the company commensurate with size and operation of the Company to monitor and ensure the Compliance with applicable laws, rules, regulation and guidelines.

We further report that during the audit period there were no instances of

  • a) Public / Rights / Debentures / Sweat Equity

  • b) Redemption / Buy Back of Securities

  • c) Merger / Amalgamation / Re-construction etc.

  • d) Foreign Technical Collaboration / Equity Participation

For S Bhattbhatt & Co. Practicing Company Secretaries

Place: Vadodara Date: 17/08/2021

Suhas Bhattbhatt M. No.: A11975, COP: 10427 UDIN: A011975C000794537

Note: This report is to be read with my letter of same date that is annexed as Annexure I and forms an integral part of this report.

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Annexure I

To, The Members, MFS Intercorp Limited

My report of even date is to be read along with this letter:

  1. Maintenance of secretarial records is the responsibility of management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

  2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed to provide a reasonable basis for my opinion.

  3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.

  4. Wherever required, I have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

  5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. My examination was limited to the verification of procedures on test basis.

  6. The Secretarial Audit Report is neither an assurance as to the future viability.

For S Bhattbhatt & Co. Practicing Company Secretaries

Suhas Bhattbhatt M. No.: A11975, COP: 10427 UDIN: A011975C000794537 Place: Vadodara Date: 17/08/2021

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INDEPENDENT AUDITORS’ REPORT

To

The Members of MFS Intercorp Limited Report on the Financial Statements

Opinion

We have audited the accompanying standalone financial statements of MFS INTERCORP LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2021, the statement of profit and loss (including other comprehensive income), the statement of changes in Equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ( “Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act, of the state of affairs of the Company as at 31[st] March 2021, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Revenue recognition in view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard)

Revenue recognition is significant audit risk within the Company. Risk exists in determination of transaction price in off-market transfer of investment by the company. The application of the new revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognized over a period.

Principal Audit Procedures

  • Our audit consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:

  • We evaluated the design of internal controls relating to revenue recognition.

  • We selected sample of Sales transactions and tested the operating effectiveness of the internal control relating to revenue recognition.

  • We carried out a combination of procedures involving enquiry and observation, re performance and inspection.

  • We have tested sample of Sale transactions to their respective customer contracts, underlying invoices and related documents.

  • We have performed cut-off procedures for sample of revenue transactions at year-end in order to conclude on whether they were recognized in accordance with Ind-AS 115.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS’ REPORT THEREON

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Company’s Annual Report, but does not include the Standalone financial statements and our Auditors’ report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact we have nothing to report in this regard.

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MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit or loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR'S RESPONSIBILITY

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

  • Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion.

  • Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  • Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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  • We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

  • We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

  • From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

  1. As required by the Companies (Auditor’s Report ) Order, 2016, issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “A” a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

As required by section 143(3) of the Act, we report that:

  • a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

  • b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

  • c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

  • d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016.

  • e) On the basis of written representations received from the directors as on 31 March, 2021, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2021, from being appointed as a director in terms of Section 164(2) of the Act.

  • f) Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

  • g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended. In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

  • h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

  • i) The Company does not have any pending litigations which would impact its financial position.

  • j) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

  • k) There were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

FOR RISHI SEKHRI AND ASSOCIATES , Chartered Accountants

CA RISHI SEKHRI PARTNER M.NO. 126656 FRN: 128216W UDIN: 21126656AAACPP6836 Place: Mumbai Date: 09[th ] July, 2021

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ANNEXURE “A” TO THE AUDITORS’ REPORT

The Annexure referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of Our Report of even date to the members of M/s MFS INTERCORP LIMITED on the accounts of the company for the year ended 31[st] March, 2021.

  1. The company does not have any fixed assets. Hence, clause (i) (a) (b) & (c) are not applicable to the Company.

  2. The company does not have any inventory. Hence, clause (ii) (a) & (b) are not applicable to the Company.

  3. As per information and explanation given to us, the company has not granted loans to parties covered in the register maintained under section 189 of the Companies Act hence clause (iii) (a) to (c) are not applicable to the company.

  4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

  5. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.

  6. As informed to us, Central government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, in respect of products of the company.

  7. In respect of Statutory dues:

  8. a) As per information & according to explanation given to us, the company is generally regular in depositing statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2021 for a period of more than six months from the date on when they become payable

  9. b) As per information & according to explanation given to us, there are no cases of non-deposit with the appropriate authorities of disputed dues of Income-tax, and any other statutory dues with the appropriate authorities during the year.

  10. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

  11. Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

  12. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its Officers or employees has been noticed or reported during the year.

  13. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

  14. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

  15. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

  16. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

  17. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

  18. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order is not applicable to the Company and hence not commented upon.

FOR RISHI SEKHRI AND ASSOCIATES , Chartered Accountants

CA RISHI SEKHRI PARTNER M.NO. 126656 FRN: 128216W UDIN: 21126656AAACPP6836 Place: Mumbai Date: 09[th] July, 2021

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Balance Sheet as on 31 [st] March, 2021
ASSETS Notes FY2021 FY2020
Non-current assets
Property, plant and equipment 0 0
Capital work-in-progress 0 0
Intangible assets 0 0
Financial assets
(i) Trade Receivables
(ii) Investments 1 0 0
(iii) Loans 2 0 0
Income tax assets(net)
Other non-current assets 3 6184501 6184501
Total non-current assets 6184501 6184501
Current assets
Inventories
Financial assets
(i) Trade receivables
(ii) Cash and cash equivalents 4 56102 56102
(iii)Bank balances other than cash and cash 133.96 133.96
equivalents stated above
(v) Others financial assets 0 0
Total current assets 56235.96 56235.96
TOTAL ASSETS 6240736.96 6240736.96
EQUITY AND LIABILITIES EQUITY
Equity share capital 5 43249000 43249000
Other equity 6 (40208817.04) (40066730.04)
Total equity Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 7 2186063 2186063
Provisions 0 0
Total non-current liabilities Current
Liabilities
Financial liabilities
(i) Borrowings 0 0
(ii) Trade payables 8 1014491 872404
(iii) Other financial liabilities 0 0
Income tax liabilities (net) 0 0
Provisions 0 0
Other current liabilities 9 0 0
Total current liabilities 3200554 3058467
TOTAL EQUITY AND LIABILITIES 6240736.96 6240736.96
Significant accounting policies
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For Rishi Sekhri & Associates For and on Behalf of The Board Chartered Accountants

CA Rishi Sekhri Partner M. No.126656 FR No.: 128216W Place: Mumbai Date: 21st July, 2021

Ramiz Saya Yunis Saya Director Director

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Profit and Loss for the year ended 31st March, 2021

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----- Start of picture text -----

Notes FY2021 FY2020
Income
Revenue from operations 10 0 0
Other income 11 0 0
Total Income 0
Expenses
Cost of materials consumed 0 0
Purchases of Stock-in-Trade 0 0
Changes in inventory of work-in-progress and 0 0
finished goods
Employee benefit expenses 12 0 330000
Other expenses 14 142087 698250
Depreciation and amortization 0 0
Finance costs 13 0 0
Total expenses 142087 1028250
Profit before tax (142087) (1028250)
Tax Expense
(i) Current tax 0 0
(ii) Deferred tax 0 0
Income tax expense
Profit for the year (142087) (1028250)
Other comprehensive income
Items that will be reclassified subsequently to 0 0
profit or loss
Fair value changes on cash flow hedges 0 0
Income tax relating to items that will be
reclassified to profit or loss
Net other comprehensive income to be 0 0
reclassified to profit or loss
Items that will not be reclassified subsequently 0 0
to profit or loss
Re-measurement of defined benefit liability 0 0
Income tax relating to items that will not be
reclassified to profit or loss
Net other comprehensive income not to be 0 0
reclassified subsequently to profit or loss
Other comprehensive (loss)/income for the year 0 0
Total comprehensive income for the year
Earnings per share: (0.03) (0.24)
Equity shares of par value of Re. 10 each
Diluted (INR) (0.03) (0.24)
Significant accounting policies
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For Rishi Sekhri & Associates For and on Behalf of The Board Chartered Accountants

CA Rishi Sekhri Partner M. No.126656 FR No.: 128216W Place: Mumbai Date: 21st July, 2021

Ramiz Saya Yunis Saya Director Director

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Cash Flow for the year ended 31st March, 2021

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FY2021 FY2020
Cash flow from operating activities
Profit before tax (142087) (1028250)
Adjustments to reconcile profit for the year to
net cash flows
Depreciation and amortisation expense 0 0
Bad debts written off 0 0
Loss/(profit) on sale of assets (net) 0 0
Net gain on foreign exchange fluctuations 0 0
(unrealised)
Share based compensation expense 0 0
Interest expense 0 0
Interest income 0 0
Operating profit before working capital changes (142087) (1028250)
Movements in working capital:
Increase in trade receivables 0 0
Decrease/(increase) in inventories 0 0
Increase in other assets 0 0
Increase in trade payables, other liabilities and 142087 566589
Provisions
Cash generated from operations 0 0
Taxes paid (net of refunds) 0 0
Net cash flow generated from operating 142087 566589
Activities
Cash flow from investing activities 0 0
Purchase of fixed assets, including capital work-in-progress, 0 0
capital advances and payables for capital goods
Proceeds from sale of fixed assets 0 0
Investments(increase)/Sale 0 92284000
Investment in bank deposits 0 0
Loans increase/paid 0 (91895500)
Loans repaid by subsidiaries 0 0
Interest received 0 0
Net cash flow used in investing activities 0 388500
Cash flow from financing activities
Proceeds from issuance of shares 0 0
Repayment of borrowings 0 0
Proceeds from short-term borrowings 0 0
Net cash flow generated from financing activities 0 0
Net increase/(decrease) in cash and cash 0 73162
Equivalents
Cash and cash equivalents at the beginning of the Year 56235 129397
Cash on hand
Balances with banks
On current accounts
Total cash and cash equivalents 56235 56235
----- End of picture text -----

For Rishi Sekhri & Associates Chartered Accountants

For and on Behalf of The Board

CA Rishi Sekhri Partner M. No. 126656 FR No.: 128216W Place: Mumbai Date: 21st July, 2021

Ramiz Saya Yunis Saya Director Director

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NOTES TO FINANCIAL STATEMENT

NOTE 1: FINANCIAL ASSETS- INVESTMENTS

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Particulars F.Y. 2020-21 F.Y. 2019-20
Unquoted Equity Shares 0 0
Total 0 0
NOTE 2 : FINANCIAL ASSETS -LOANS
Particulars F.Y. 2020-21 F.Y. 2019-20
Loans to Others:
(Unsecured, Considered Good) 0 0
Total 0 0
NOTE 3 : OTHER NON-CURRENT ASSETS
Particulars F.Y. 2020-21 F.Y. 2019-20
Pre-Operating Expense 6184501 6184501
Total 6184501 6184501
NOTE 4 : FINANCIAL ASSETS- CASH AND CASH EQUIVALENT
Particulars F.Y. 2020-21 F.Y. 2019-20
Balances with Bank 133.96 133.96
Cash in hand 56102 56102
Total 56235.96 56235.96
NOTE 5: EQUITY SHARE CAPITAL
Particulars F.Y. 2020-21 F.Y. 2019-20
A. Authorized: No. Rs. No. Rs.
Equity shares of Rs. 10/- each 5000000 50000000 5000000 50000000
Total 5000000 50000000 5000000 50000000
B. Issued, Subscribed & Fully Paid-up:
Equity shares of Rs. 10/- each 4324900 43249000 4324900 43249000
Total 4324900 43249000 4324900 43249000
(i) DETAILS OF SHAREHOLDING IN EXCESS OF 5%
Name of Shareholder F.Y. 2020-21 F.Y. 2019-20
No. % No. %
SHARE INDIA SECURITIES LIMITED 607700 14.05 607700 14.05
NOTE 6 : OTHER EQUITY
Particulars F.Y. 2020-21 F.Y. 2019-20
(a) Capital reserve 0
(b) Security Premium 0
(C) Retained Earnings (40208817.04) (40066730.04)
Total (40208817.04) (40066730.04)
NOTE 7 : FINANCIAL LIABILITIES-BORROWINGS
Particulars F.Y. 2020-21 F.Y. 2019-20
(a) Unsecured Loan
 Kappac Pharma Limited 813863 813863
 Other party 1372200 1372200
(b) Bank Overdraft 0 0
Total 2186063 2186063
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NOTE 8 : FINANCIAL LIABLITIES-TRADE PAYABLES

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Particulars F.Y. 2020-21 F.Y. 2019-20
Trade payable: Others 1014491 872404
Total 1014491 872404
NOTE 9 : OTHER CURRENT LIABILITIES
Particulars F.Y. 2020-21 F.Y. 2019-20
Provisions 0 0
Other Liabilities 0 0
Tax Provision 0 0
Total 0 0
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NOTE : 10 REVENUE FROM OPERATIONS

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Sr. No Particulars F.Y. 2020-21 F.Y. 2019-20
1 Sale 0 0
Total 0 0
NOTE : 11 OTHER INCOME
Sr. No Particulars F.Y. 2020-21 F.Y. 2019-20
1 Other Income 0 0
Total 0 0
NOTE : 12 EMPLOYMENT BENEFIT EXPENSES
Sr. No Particulars F.Y. 2020-21 F.Y. 2019-20
1 Salaries & Wages 0 330000
Total 0 330000
NOTE : 13 FINANCIAL COST
Sr. No Particulars F.Y. 2020-21 F.Y. 2019-20
1 Interest Expense 0 0
2 Bank Charges 0 0
Total 0 0
NOTE: 14 OTHER EXPENSES
Sr. No Particulars F.Y. 2020-21 F.Y. 2019-20
Annual Custody Fees Depository 11800 39958
Audit Fees 11000 11000
BSE Listing Fees 0 354000
Misc. Expense 27287 33874
Professional & Legal Fees 60000 102000
ROC Fees 0 0
RTA Expense 32000 157418
Total 142087 698250
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NOTE: 15 SIGNIFICANT ACCOUNTING POLICIES:

a) General:

  • i) Accounting policies not specifically referred to otherwise are in consistence with earlier year and in consonance with generally accepted accounting principles.

ii) Expenses and income considered payable and receivable respectively are accounted for on accrual basis.

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  • b) Valuation of Inventories: The Company does not have any inventory.

  • c) Fixed assets and depreciation: The Company does not have any fixed assets.

  • d) Investments: The Company does not have any Investment.

  • e) Foreign currency Transactions: There is no foreign currency transaction.

  • f) Retirement Benefits: Provident fund and employees state insurance scheme contribution is not applicable to the company.

  • g) Taxes on Income:

Current Tax: Provision for Income-Tax is determined in accordance with the provisions of Income-tax Act 1961.

Deferred Tax Provision: Deferred tax is recognized, on timing difference, being the difference between the taxable incomes and

accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Note: 16 Balances of Sundry Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation.

Note: 17 In the opinion of the Board of directors, the current assets, Loans & advances are approximately of the value stated if realized in the ordinary course of business. The provision of all known liabilities is adequate and not in excess of the amount reasonably necessary.

Note: 18 No remuneration has been paid to the directors during the year.

Note: 19 No related party transaction were carried out during the year.

Note: 20 there is no reportable segment as per the contention of the management.

Note: 21 Basic and Diluted Earnings per share (EPS) computed in accordance with Accounting Standard (AS) 20 “Earning Share”.

Per

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Particulars 31.03.2021 31.03.2020
Numerator (142087) (1028250)
Profit / (Loss) after Tax
Denominator 4324900 4324900
Weighted average number of Nos. Equity shares
EPS (Basic & Diluted) (0.03) (0.24)
Numerator/Denominator
Note: 22
Payment to Auditor’s 31.03.2021 31.03.2020
For Audit 11000 11000
For Company Matters 00 00
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Note: 23 previous year figures have been regrouped and re-casted wherever necessary.

For Rishi Sekhri & Associates For and on Behalf of The Board For and on Behalf of The Board
Chartered Accountants
CA Rishi Sekhri Ramiz Saya Yunis Saya
Partner
Director
Director
M. No.126656
FR No.: 128216W
Place: Mumbai
Date: 21st July, 2021

23

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NOTICE

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF THE MEMBERS OF MFS INTERCORP LIMITED (“COMPANY”), WILL BE HELD ON TUESDAY, 28TH SEPTEMBER, 2021 AT 04.00 P.M. THROUGH VIDEO CONFERENCING/ OTHER AUDIO-VISUAL MEANS (OAVM) TO TRANSACT THE FOLLOWING BUSINESS:

Pursuant to an application filed by BSE LIMITED before the Hon’ble National Company Law Tribunal, New Delhi Bench (“NCLT”) in terms of Section 9 of the Insolvency and Bankruptcy Code, 2016 read with the rule 6 and regulations framed thereunder (“Code”), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process (“CIR process” or “CIRP”) of the Company. The Hon’ble NCLT had, pursuant to the Admission Order, appointed an interim resolution professional for the Company (“IRP”) vide its order dated 07th January 2020. In terms of the Admission Order, inter alia, the management of the affairs of the Company was vested in the IRP. On the 08/07/2021 the Hon’ble NCLT Delhi Bench issued an order of withdrawal CIRP process against the Corporate Debtor and the company is free from rigorous process of CIRP. Further with effect from Withdrawal order all the power and duties of Resolution Professional/Interim Resolution Professional has terminated.

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2021, the Reports of the Board of Directors on the working and activities of the Company and the Auditor’s Report thereon.

Special Business:

2. To approve appointment of M/s. K. S. Mehta & Associates, Chartered Accountants, (Firm Registration No: 136799W), as the Statutory Auditors of the Company to fill in the casual vacancy.

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and all other applicable laws, if any, M/s. K. S. Mehta & Associates, Chartered Accountants, (Firm Registration No: 136799W) who have confirmed their eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules, be and are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s Rishi Sekhri and Associates, Chartered Accountants (Firm Registration No. 128216W) and to hold the office until the conclusion of the 35[th] Annual General Meeting of the Company held for the financial year ending on March 31, 2021, on such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to taxes and re-imbursement of out of pocket expenses incurred by them in connection with the audit of accounts of the Company.

RESOLVED FURTHER THAT any of the Director or Key Managerial Personnel of the Company be and are hereby severally authorized to do all such acts, deeds and things which may be deemed necessary and expedient to give effect to this resolution.”

3. To approve appointment of M/s. K. S. Mehta & Associates, Chartered Accountants, (Firm Registration No: 136799W) as the Statutory Auditor of the Company for a period of 5 years:

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT subject to the provisions of section 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013, including any statutory modification(s) or re-enactment thereof, for the time being in force and the Articles of Association of the Company and on recommendation of the Audit Committee, M/s. K. S. Mehta & Associates Chartered Accountants, (Firm Registration No: 136799W), be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting for a period of 5 years till the conclusion of the Fortieth Annual General Meeting, at such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to taxes and re-imbursement of out of pocket expenses incurred by them in connection with the audit of accounts of the Company, from time to time;

RESOLVED FURTHER THAT any of the Director or Key Managerial Personnel of the Company be and are hereby severally authorized to do all such acts, deeds and things which may be deemed necessary and expedient to give effect to this resolution.”

4. Appointment of Mr. Karansingh Tomar (DIN: 08981846) as Managing Director of the Company.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution .

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force) read with the

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Articles of Association of the Company, Mr. Karansingh Tomar (DIN: 08981846), who was appointed as an Additional Director of the Company with effect from 21[st] July, 2021 and who holds office till the date of this Annual General Meeting in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as an Executive Director of the Company, not liable to retire by rotation.

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”), read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and subject to the approval of the Central Government, as may be required and such other permissions, sanction(s) authorities, the consent of the Members of the Company be and is hereby accorded to appoint Mr. Karansingh Tomar (DIN: 08981846) as Managing Director of the Company, who shall not be liable to retire by rotation and designated as ‘Managing Director’ for a period of 5 (Five) years commencing from 21[st] July, 2021 on the terms and conditions including remuneration, as set out in the Explanatory Statement annexed to the Notice convening this Extraordinary General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with the authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board and Mr. Karansingh Tomar.”

“RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby authorised to alter, revise and amend the terms and conditions of appointment and remuneration payable to Mr. Karansingh Tomar, Managing Director, subject to the overall limits as specified in this resolution and in accordance with the applicable provisions of the Companies Act, 2013 and Schedule V thereto and approval of the Central Government and other appropriate authorities, which may be obtained for the same.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby severally authorized to do all necessary and expedient, acts, deeds and things, which may be usual, expedient or proper to give effect to the above resolution.”

5. Appointment of Ms. Mahima Ahuja (DIN: 09276287) as Non-Executive Non Independent Director.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution .

“RESOLVED THAT pursuant provisions of Section 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended from time to time, and pursuant to the recommendation of the Nomination & Remuneration Committee and the Board of Directors, Ms. Mahima Ahuja (DIN: 09276287), in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a Member signifying her intention to propose Ms. Mahima Ahuja’s candidature for the office of Director, be and is hereby appointed as a Non- Executive Non-Independent Director, liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and / or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

For and on behalf of the Board of Directors

Place: New Delhi Date: 01/09/2021

Karansing Tomar Managing Director

NOTES:

  1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular nos. 14/2020 and 17/2020 dated 8th April, 2020 and 13th April, 2020 respectively, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19”, circular no. 20/2020 dated 5th May, 2020 in relation to “Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio-visual means (OAVM)” and Circular no. 02/2021 dated 13th January, 2021 in relation to “Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio-visual means (OAVM) (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 in relation to “Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015- Covid-19 pandemic” and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 in relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the Covid- 19 pandemic” (collectively referred to as “SEBI Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC/OAVM, without the physical presence of the members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the AGM of the members of the Company is being held through VC/OAVM.

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  1. Normally-PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Since this AGM is being held pursuant to MCA Circulars and SEBI Circulars through VC/ OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for the appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to the Notice.

  1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF / NRI etc.) are required to send a scanned copy (PDF/ JPG format) of their Board or governing body Resolution/authentication etc. authorising its representative to attend the AGM through VC / OAVM on their behalf and to vote through remote e-voting. The said Resolution / Authorisation shall be sent to the Scrutinizer by e-mail through their registered e-mail address to [email protected] with a copy marked to [email protected].

  2. The Registers of Members and Transfer Books of the Company in respect of the Equity Shares of the Company will remain closed from Wednesday, the 22nd September, 2021 to Tuesday, the 28th September, 2021, both days inclusive.

  3. As per the provisions of Section 72 of the Act the facility for making/varying/cancelling nominations is available to individuals holding shares in the Company. Nominations can be made in Form SH-13 and any variation/cancellation thereof can be made by giving notice in Form SH-14, as prescribed under the Companies (Share Capital and Debentures) Rules, 2014. The Forms can be obtained from the Share Department of the Company or Share Transfer Agent or from the Website of the Ministry of Corporate Affairs at www.mca.gov.in.

  4. Members are requested to send all their documents and communications pertaining to shares to Satellite Corporate Services Pvt. Ltd. Share Transfer Agent of the Company at their address at Office No. A/106-107, Dattani Plaza, East West Compound, Andheri Kurls Road, Sated Pool, Sakinaka, Mumbai-400072 (Maharashtra) Telephone No. +91-22-28520461/462 for both physical and Demat segments of Equity Shares.

  5. Members holding shares in the same name under different Ledger Folios are requested to apply for consolidation of such Folios and send the relevant share certificates to Satellite Corporate Services Pvt. Ltd. for their doing the needful.

  6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in the electronic form are, therefore, requested to submit their PAN to their Depository Participant(s) with whom they maintain their Demat Accounts. Members holding shares in physical form should submit their PAN details to the Share Department of the Company / Share Transfer Agent.

  7. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address as soon as possible. The SEBI has made it mandatory for all companies to use the bank account details furnished by the Shareholders/Depositories for depositing of dividends.

  8. In compliance with the aforesaid MCA circulars and SEBI circulars notice of the AGM along with Annual Report 2020-21 is being sent only through electronic mode to those members whose email addresses are registered with the Company / Depositories.

  9. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

  10. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, 01st April, 2019, except in case of request received for transmission or transposition and re-lodged transfer of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated 2[nd] December, 2020 had fixed 31st March, 2021 as the cut-off date for re-lodgment of transfer deeds and the shares that are relodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agent viz. Satellite Corporate Services Pvt. Ltd.for assistance in this regard.

  11. To support the ‘Green Initiative’, Members who have not yet registered their e-mail addresses are requested to register the same with their Depository Participants (“DP”) in case the shares are held by them in electronic form and with Satellite Corporate Services Pvt. Ltd. in case the shares are held by them in physical form.

  12. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

  13. Members seeking any information about the financial statements or any matter to be placed at the AGM are requested to write to the Company on or before Monday, the 20th September, 2021 through e-mail on [email protected]. The same will be replied by the Company suitably.

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  1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

  2. The meeting shall be deemed to be held at the Registered Office of the Company at Omaxe Square, Ground Floor-18, Jasola, New Delhi, Delhi, 110025.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER:-

  • i. In compliance with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide to the members the facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting (AGM), by electronic means and the business may be transacted through e-Voting Services. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting the votes by the members using an electronic voting system from a place other than the venue of the AGM (“remote e-voting”) as well as venue voting on the date of AGM will be provided by NSDL.

  • ii. The members who have cast their vote by remote e-voting prior to the AGM may attend the AGM but shall not be entitled to cast their vote again.

  • iii. The remote e-voting period commences on Friday, the 24th September, 2021 (9:00 AM IST) and ends on Monday, the 27th September, 2021 (05:00 PM IST). During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, the 21st September, 2021 , may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. Those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions by remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

iv. How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

  • A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depository and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Type of shareholders
Login Method
Type of shareholders
Login Method
Type of shareholders
Login Method
Individual Shareholders
holding securities in
demat
mode
with
NSDL.
1.
2.
3.
Existing
IDeAS
user
can
visit
the
e-Services
website
of
NSDL
Viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-
Services home page click on the “Beneficial Owner” icon under “Login” which is available
under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password.
After successful authentication, you will be able to see e-Voting services under Value
added services. Click on “Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service provider name and you
will be re-directed to e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter
your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see e-
Voting page. Click on companyname or e-Votingserviceprovider name andyou will be

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redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  1. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL

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Login type Helpdesk details
----- End of picture text -----

Login type
Helpdesk details
Login type
Helpdesk details


Individual
Shareholders
holding
securities in demat mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request at [email protected] or call at toll free no.: 1800 1020 990
and 1800 22 44 30.

B) Login Method for e-voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/with your

existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click one-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below:
Manner of holding shares i.e.
Demat(NSDL) or Physical
Your User ID is:
a)
For Members who hold
shares in demat account
with NSDL
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12* then your
user ID is IN30012*.
b)
For Members holding
shares in Physical Form.
EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is
101456001****
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

  5. i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

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  • ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  • If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  • a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL) option available on www.evoting.nsdl.com.

  • b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on “Login” button.

  • After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  • Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  • In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  • In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  • In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

  • Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-

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voting by providing above mentioned documents.

  • In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting. 2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  2. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  3. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] from 13th September, 2021 (9.00 AM IST) to 17th September, 2021 (5.00 PM IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

  6. Members who need assistance before or during the AGM, can contact NSDL on [email protected]/ 1800-1020990/1800-224-430 or contact Mr. Amit Vishal, Senior Manager – NSDL or Mr. Sagar Ghosalkar, Assistant Manager – NSDL.

  7. The facility of joining the AGM through VC / OAVM shall open 30 minutes before the time scheduled for the AGM and will be available for Members on first-come first-served basis.

  8. v. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

  9. vi. The voting rights of members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date of Tuesday, the 21st September, 2021.

  10. vii. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if you are already registered with NSDL for remote e-Voting then you can use your existing User ID and password for casting the vote. If you forgot your password, you can reset your password by using “Forgot User Details/ Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 224 430. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Tuesday, the 21st September, 2021 may follow steps mentioned below

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under “Access to NSDL e-Voting system”.

  • viii. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.

  • ix. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through VC/OAVM.

  • x. Mr. Suhas Bhattbhatt, Practicing Company Secretary (Membership No. ACS 11975) has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

OTHER INSTRUCTIONS:

  • xi. The Chairman of the meeting shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of the scrutinizer, by use of “e-voting” for all those members who attend/ participate in the AGM but have not cast their votes by availing the remote e-voting facility.

  • xii. The Scrutinizer shall after the conclusion of the voting at the general meeting, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman of the meeting or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

  • xiii. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.muskanferro.com and on the website of NSDL immediately after the declaration of the result, by the Chairman of the meeting or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges viz. BSE Limited.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 2 & 3:

M/s. Rishi Sekhri and Associates, Chartered Accountants (Firm Registration No: 128216W) were re-appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Company held on 18[th] August, 2021 for a term of Three years to hold office from the FY 2021 till FY 2023. However, we wish to inform you that M/s. Rishi Sekhri and Associates, Chartered Accountants have expressed their ineligibility to continue as statutory auditors of the Company and have submitted their resignation letter dated August 31, 2021 as Statutory Auditors of the Company, considering the current fees level are not commensurate to the costs/efforts and thereby resulting into a casual vacancy in the office of Statutory Auditors of the company.

Pursuant to the provisions of Section 139(8) of the Act, read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and all other applicable laws, if any, casual vacancy caused by the resignation of Auditors can be filled by the Board subject to the approval of the members within three months of the recommendation of the Board. Therefore, as per the recommendation of the Audit Committee, the Board proposes and recommends that M/s. K. S. Mehta & Associates., Chartered Accountants, (Firm Registration No: 136799W) be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Rishi Sekhri and Associates, Chartered Accountants and shall hold office up to the conclusion of this Annual General Meeting of the Company.

Further, the Board also recommends re-appointment of M/s. K. S. Mehta & Associates., Chartered Accountants, (Firm Registration No: 136799W) as the statutory auditor of the Company pursuant to the provisions of Section 139 and 142 of the Act to hold office from the conclusion of this Annual General Meeting for a period of 5 years till the conclusion of the Fortieth Annual General Meeting of the Company, on such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to taxes and re-imbursement of out of pocket expenses incurred by them in connection with the audit of accounts of the Company.

Profile of M/s. K. S. Mehta & Associates:

M/s K.S. Mehta and Associates, Chartered Accountants (FRN: 136799W) is a Sole Proprietorship Firm established in 2013. The firm offers a wide range of specialised professional services that meets the immediate as well as the long term multidisciplinary business needs of clients. The Sole Proprietorship Firm is situated in Himatnagar, having competencies in areas such as Stock Audit, Revenue Audit, Direct Taxation, Indirect Taxation, SWOT Analysis etc. is capable of providing necessary edge to client across industries. CA Kapil Mehta, Proprietor of the K. S. Mehta and Associates, is Senor level Finance and Account Professional with over 10 Years of Experience and having expertise in Management Audits and Application of advanced techniques and tools also having deep level of understanding of Project viability assessment and he is committed to provide best attention to clients using high quality methods and it has rendered services to many clients in different fields. And he has experience in statutory audits of nationalised banks which includes asset classification as per norms of RBI, Maintenance of capital reserve ratios and compliance of KYC Norms.

Item No. 4

The Board of directors of the Company on July 21, 2021 had appointed Mr. Karansingh Tomar as an Additional Executive Director of the Company till the conclusion of ensuing Annual General Meeting. The Board proposes to seek approval of the Shareholders of the Company for approving the appointment at a remuneration for a maximum of Rs.1,00,000/- per month to Mr. Karansingh Tomar.

Also, Nomination and Remuneration committee will review the performance of Director on quarterly basis and further they may change in remuneration of the same.

Salary: No fix salary on monthly basis, except lump sum amount to be paid based on the increase of turnover and profitability and further approved from time to time by the Board of Directors and subject to overall limit as prescribed under Schedule V of the Companies Act, 2013.

Perquisite:

(a) For such amount as may be decided by the Board of Directors up to a maximum of Rs.15,000/- per month (which shall include HRA, Special Allowance & conveyance and reimbursement of Medical Expenses per month as per the rules and policy of the Company from time to time.)

Minimum Remuneration: Notwithstanding anything herein contained, where in any financial year during the period of his office as an Managing Director, the Company has no profits or its profits are inadequate, the Company may, subject to the requisite approvals, pay remuneration by way of salary, allowances, perquisites lesser than the above stated and which is already well within the maximum limits laid down in Section II of Part II of Schedule V to the Companies Act, 2013, and as may be agreed to by the Board of Directors.

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None of the Directors and Key Managerial Personnel of the Company and their relatives except Mr. Karansingh Tomar is concerned or interested, financial or otherwise, in the resolution.

The Board recommends the resolution set forth in Item no.4 for the approval of the members.

Item No. 5

The Board of directors of the Company at its meeting held on July 21, 2021 approved to appoint Ms. Mahima Ahuja (DIN: 09276287) as an Additional Non-Executive Non-Independent Director of the Company. The Board proposes to seek approval of the Shareholders of the Company, approving the appointment of Ms. Mahima Ahuja as Non-Executive Non-Independent Director of the Company and her appointment shall be effective upon approval by the members in the Meeting. Ms. Mahima Ahuja is not disqualified from being appointed as a Director in terms of Section 164 of the Act and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof) and she shall be liable to retire by rotation.

No director, key managerial personnel or their relatives except Ms. Mahima Ahuja to whom the resolution relates is interested in or concerned with the resolution in Item no. 5.

The Board recommends the resolution set forth in Item no. 5 for approval of the members.

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DETAILS OF DIRECTOR SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING (Pursuant to Regulation 36(3) of SEBI (LODR), Regulations, 2015)

==> picture [426 x 285] intentionally omitted <==

----- Start of picture text -----

Particulars Mr. Karansinh Tomar Ms. Mahima Ahuja
Date of Appointment for current 21/07/2021 11/08/2021
term
Educational Qualifications Graduation Graduation
Profile Mr. Karansingh Tomar is a Ms. Mahima Ahuja Holds Graduate
graduate and has managed the Degree and she has more than 3
family business for the last one years of Experience in the field of
decade. He has been successfully accounts.
leading constructions of various
projects in Gujarat region. Besides
Construction he has expertise in
oil and metal products businesses.
Over a decade he has played a key
role in developing brands and
delivering value to its customers
and all stakeholders, both in the
B2B as well as B2C segments.
Directorships held in other public Nil Nil
companies
Memberships N.A. N.A.
/ Chairmanships of committees of
other public companies

Inter-se Relationship with other None None
Directors.
Shareholding in the Company 4,34,986 Shares None
----- End of picture text -----*

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