To, The Members of MFS Intercorp Limited
Your Directors presenting the Board's Report of your Company together with the Audited
Financial Statements for the financial year ended 31st March, 2024.
Financial Statements
(Rs. in Lakhs)
Particulars |
Current Year 2023-24 |
Current Year 2022-23 |
| Total Income |
0 |
222.16 |
| Total Expenses |
1.95 |
177.23 |
| Profit/Loss before Finance Cost and Depreciation |
(1.95) |
44.93 |
| Less : Finance Cost |
-- |
-- |
| Profit/Loss before Depreciation |
(1.95) |
44.93 |
| Less : Depreciation |
-- |
-- |
| Profit/(Loss) before Tax |
(1.95) |
44.93 |
| Provision for Tax |
|
|
| - Current Tax |
-- |
11.23 |
| - Deferred Tax |
-- |
-- |
| Balance of Profit/(Loss) for the year |
(1.95) |
33.70 |
| Earning per equity share: |
(0.05) |
0.78 |
| Basic & Diluted (Rs.10/- each) |
|
|
Performance Review
During the year the company has not generated income and as a result of that the
Company has incurred loss of Rs. 1.95 Lakhs in 2023-24.
Dividend
No dividend recommended by the Board of directors for the Financial Year ended 31st
March, 2024.
Transfer to General Reserve
In view of accumulated losses, no transfer is proposed to be made to Reserves.
Material Changes and Commitments, if any, affecting the Financial Position of the
Company
During the period under review, there were no material changes and commitments made by
company which affect the financial position of the company.
Subsidiary / Associates Companies
The Company does not have any Subsidiary, Joint venture or Associate Company. Hence,
statement containing salient features of the financial statement of subsidiaries/associate
companies/joint ventures pursuant to first proviso to 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
The Company has in place adequate and effective Internal Financial Controls with
reference to financial statements. During the year, such controls were tested and upgraded
and no reportable material weaknesses in the design or operation were observed.
Particulars of Loans, Guarantees or Investments
During the year under review, your Company has not directly or indirectly -
Given any loan to any person or other body corporate other than usual advances
envisaged in a contract of supply of materials, if any; Given any guarantee or provided
security in connection with a loan to any other body corporate or person; and Acquired by
way of subscription, purchase or otherwise, the securities of any other body corporate.
Particulars of Contracts or Arrangements with Related Parties
No related party transaction(s) entered into during the financial year. The Company has
not entered into any contract, arrangement or transaction with any related party which
could be considered as material as defined under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to this report.
| Directors and Key Managerial Personnel |
|
| Kiran Vishwakarma - |
Whole Time Director (w.e.f. 01/03/2024) |
| Meet Ratilal Khant - |
Non-Executive Independent Director (w.e.f. 01/03/2024) |
| Parth Mehta - |
Non-Executive Independent Director (w.e.f. 01/03/2024) |
| Pratik Parikh - |
Managing Director (Upto 08/12/2023) |
| Mahima Ahuja - |
Non - Executive Non Independent Woman Director |
| Hardik Vinodbhai Gajjar - |
Non-Executive Independent Director (Upto 05.03.2024) |
| Utkarsh Patel - |
Executive Director (w.e.f 06.09.2023 to Upto 26.12.2023) |
| Jayesh Patel - |
Whole Time Director (w.e.f. 08.12.2023 to 05.03.2024) |
Declaration by Independent Directors
The Company has confirming that they meet the criteria and received necessary
declarations from all Independent Directors of the Company under in Section 149 of the
Companies Act, 2013 as well as under Regulation 25 and 16(1) (b) of SEBI (LODR)
Regulations. There has been no change in the circumstances which may affect their status
as independent director during the year.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
Board and the Corporate Governance requirements as committees and Individual Directors
pursuant to the provisions of the Act prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing
Regulations”).
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
Familiarization Program for the Independent Directors
In compliance with the requirements of SEBI LODR Regulations, 2015, the Company has put
in place a familiarization program for the Independent Directors to familiarize them with
their role, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model, etc.
Policy on Directors' Appointment and Remuneration and other details
The Nomination and Remuneration Committee has laid down the criteria for Directors
appointment and remuneration including criteria for determining qualification, positive
attributes and independence of a Director. The following attributes/criteria for selection
have been laid by the Board on the recommendation of the Committee:
1. the candidate should possess the positive attributes such as leadership,
entrepreneurship, business advisor or such other attributes which in the opinion of the
Committee are in the interest of the Company;
2. the candidate should be free from any disqualification as provided under Sections
164 and 167 of the Companies Act, 2013;
3. the candidate should meet the conditions of being independent as stipulated under
the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case
of appointment as an independent director; and
4. the candidate should possess appropriate educational qualification, skills,
experience and knowledge in one or more fields of finance, law, management, sales,
marketing, administration, corporate governance, technical operations, infrastructure or
such other areas or disciplines which are relevant for the Company's business.
Number of Meetings of the Board
During the year under review, 9 (Nine) board meetings were held on 30.05.2023,
11.08.2023, 06.09.2023, 04.10.2023, 09.11.2023, 08.12.2023, 27.02.2024, 01.03.2024 and
05.03.2024.
Extract of Annual Return
A copy of the Annual Return as required under Section 92(3) and Section 134(3) (a) of
the Act has been placed on the Company's website. The web-link as required under the Act
is as under: http://www.muskanferro.com
Audit Committee
The Audit Committee of the Board of Directors meets the criteria laid down under
Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the
terms of reference to the Audit Committee.
The Audit Committee of the Company presently comprises of three members being Mr. Meet
Khant, Mr. Parth Mehta and Ms. Mahima Ahuja. Changes were made in accordance with rules
and regulations.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Board of Directors meets the criteria
laid down under Section 178 of the Companies Act, 2013, read with Regulation 19 of
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement)
Regulation, 2015 in the terms of reference to the Audit Committee.
The Audit Committee of the Company presently comprises of three members being Mr. Meet
Khant, Mr. Parth Mehta and Ms. Mahima Ahuja. Changes were made in accordance with rules
and regulations.
Stakeholder Relation Committee
The Stakeholder Relation Committee of the Board of Directors meets the criteria laid
down under Section 179 of the Companies Act, 2013, read with Regulation 20 of Securities
and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation,
2015 in the terms of reference to the Audit Committee.
The Audit Committee of the Company presently comprises of three members being Mr. Meet
Khant, Mr. Parth Mehta and Ms. Mahima Ahuja. Changes were made in accordance with rules
and regulations.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been
given hereunder;
Industry Structure and Developments
During the period, the Company somehow manages to find the investors which results in
improvement in Company's business.
Overall Review
The Company is taking all necessary measures in terms of mitigating the impact of the
challenges being faced in the business. The Company is working towards being resilient in
order to sail through the current situation. It is focused on controlling the fixed costs,
maintaining liquidity and meticulously managing supply chain issues to ensure that the
manufacturing facilities operate smoothly.
Your Company is focused on achieving volume growth, reduction in costs and improving
product portfolio. These measures will continue to drive improvement in your Company's
business.
Risk and Concerns
The Company's future development would depend upon the commencement of its operational
activities.
Internal Controls Systems and their adequacy
The Company is following a proper and adequate system of internal controls, however
during the period there were necessary material transactions taken place. Also, in the
Expenses part the company has taken adequate step for internal control in respect of all
its activities. Further all transaction entered into by the Company are fully authorized,
recorded and reported correctly.
Financial Performance with Respect to Operational Performance
During the year under review, the Company improvises its financial position because
company somehow manages to find new investors.
Cautionary Note
Certain statements in "Management Discussions and Analysis" section may be
forward looking and are stated as required by law and regulations. Many factors, both
external and internal, may affect the actual results which could be different from what
the Directors envisage in terms of performance and outlook.
Risk Management
The Company has in place a Risk Management Policy pursuant to Section 134 of the
Companies Act. It establishes various levels of accountability and each significant risk.
Corporate Social Responsibility (CSR)
The Company does not fall in any of the Criteria of Section 135 of the Companies Act,
2015 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hence
the company does not require to comply the same.
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Work place, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. All employees of the
Company, those of contractors as well as trainees are covered under this Policy.
No complaint was received from any employee during the financial year 2022-2023 and
hence no complaint is outstanding as on 31.03.2024 for redressal.
Vigil Mechanism/ Whistle Blower Policy
There is a Whistle Blower Policy in the Company and that no personnel have been denied
access to the Chairman of the Audit Committee. The policy provides for adequate safeguards
against victimization of persons who use vigil mechanism.
Code of Conduct
The Board has laid down a code of conduct for board members and senior management
personnel of the Company. The code incorporates the duties of independent directors as
laid down in the Companies Act, 2013. The said code of conduct is posted on Company's
website (the website is under maintenance). The Board members and senior management
personnel have affirmed compliance with the said code of conduct.
Prevention of Insider Trading
The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the
website of the Company (the website is under maintenance. You can get the same through an
Email). All the Directors, senior management employees and other employees who have access
to the unpublished price sensitive information of the Company are governed by this code.
During the year under Report, there has been due compliance with the said code of conduct
for prevention of insider trading.
Corporate Governance
As per SEBI LODR, Compliance with the provisions of regulation 17 through 27 and
clauses (b) to of sub regulations 46 and Para C, D and E of schedule V is not mandatory
for the time being, in respect of the following class of Companies:
a) Companies having paid up equity share capital not exceeding Rs. 10 crore and Net
Worth not exceeding Rs. 25 Crore, as on the last day of previous financial year; b) The
listed entity which has listed its specified securities on the SME Exchange;
As such our Company falls in the ambit of aforesaid exemption, consequently Corporate
Governance does not forms part of the Annual Report for the Financial Year 2023-24.
However, the Company is following industry best corporate governance standards.
Human Resources
The human resource plays a vital role in the growth and success of an organization. The
Company has maintained cordial and harmonious relations with employees across various
locations.
Deposits from Public
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public, was outstanding as on the date of the
balance sheet.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings Outgo
Technology absorption: NIL
Foreign Exchange earnings and outgo: NIL
Particulars of Employees and Remuneration
Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding
the prescribed limits, during the financial year 2023-24.
Share Capital
The paid-up equity share capital of the Company as at 31st March, 2024 is
Rs.4,32,49,000. The Company currently has no outstanding shares issued with differential
rights, sweat equity or ESOS.
Auditors Statutory Auditors:
M/s. H. G. Sarvaiya & Co, Chartered Accountants, (Firm Registration No: 115705W)
who are the statutory auditors of the Company, were appointed at the 38th
Annual General Meeting to hold office till the conclusion of 43rd Annual
General Meeting.
The report issued by M/s. H. G. Sarvaiya & Co., Chartered Accountants, (Firm
Registration No: 115705W), Statutory Auditor for FY 2023-24 forms part of this report.
The observations made by the Auditors' in their Auditors' Report and the Notes on
Accounts referred to in the Auditors' Report are self-explanatory and do not call for any
further comments.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. S Bhattbhatt & Co. to undertake the Secretarial Audit of the
Company for the year ended March 31, 2024. The Secretarial Audit Report is annexed as
Annexure B.
Cost Auditors:
Your Company does not require to get its cost records audited by the qualified Cost
Auditors, in view of non-applicability. No appointment of Cost Auditors has been made.
Directors' Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) in the preparation of annual accounts for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at March 31, 2024 and of the Profit of the Company
for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a ‘going concern' basis;
e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Employee Remuneration:
(A) None of the employees of the company was in receipt of the remuneration exceeding
the limits prescribed u/s 197 (12) read with rule 5, sub-rule 2 of The Companies
(Appointment and Remuneration of Managerial Personnel) of the Companies Act, 2013 during
the year under review. (B) The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of sub-section 12 of Section 197 of the
Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming part of this report.
Acknowledgement
The Board places on record its deep appreciation for the continued support received
from various clients, vendors and suppliers and Bankers, Government Authorities, Employees
at all levels and Stakeholders, in furthering the interest of the Company.