MBI Intercorp Ltd Directors Report

To

The Members,

The 28^th Annual Report of the Company for the financial year ended 31^st March, 2016.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY: Summary of the Financial results for the period ended March 31, 2016 are given as under:

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
	(Rs.)	(Rs.)
INCOME
Revenue from operations	5797895.00	328000.00
Other income	0.00	0.00
Total (A)	5797895.00	328000.00
EXPENSES
Expenses	5749466.98	596801.52
Depreciation and Amortization Expense	0	0
Total (B)	5749466.98	596801.52
Profit / (Loss) Before Tax (A-B)	48428.02	(268801.52)
Tax Expenses:
Current Tax (Including adjustment for previous year)	33458.02	0.00
Deferred Tax (Net)	0.00	0.00
Profit / (Loss) After Tax	33458.02	(268801.52)
Earnings Per Share (Face Value - Rs. 10 per share)
Basic	0.01	(0.09)
Diluted	0.01	(0.09)

DIVIDEND:

To conserve the resources for the better working of the company, your directors do not recommend any dividend for the year under report.

RESERVES:

The Company has not created any reserves during the financial year 2015-16.

CORPORATE GOVERNANCE:

By virtue of Regulation 15 (2)(a) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, provisions of Corporate Governance are not applicable on the company.

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

During the year under review, your company has registered the turnover of Rs. 5797895/-against the turnover of Rs. 3,28,000/-of previous year. The increase in turnover has resulted in profitability in the company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the business of the company.

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

There has been no material changes and commitments during the year that will affect the financial positions of the company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No such significant orders had been passed by any regulator, courts or tribunals during the financial year 2015-16.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no Subsidiary, Joint Venture or associate Company.

DEPOSITS:

The Company has not accepted any public deposits during the year.

STATUTORY AUDITORS:

At the AGM held on September 30, 2014 the Members approved the appointment of M/s Sanjay Rawal & Co., Chartered Accountants as statutory auditors for a period commencing from the last AGM held on 30.09.2014 till the conclusion of the AGM to be held in 2017 subject to the ratification by the Members every year. The Board has proposed the ratification of appointment M/s Sanjay Rawal & Co, Chartered Accountants as statutory auditors for financial year 2016- 2017.

AUDITORS’ REPORT:

There were no such qualification, reservation or adverse remark or disclaimer made by the auditor in his report for the financial year 2015-16.

EXTRACT OF THE ANNUAL RETURN:

The extract of the annual return in Form No. MGT – 9 is annexed with the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

The Company’s operations are not power extensive. The Company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.

(B) Technology absorption:

The Company has not imported any technology during the year 2015-16.

(C) Foreign exchange earnings and Outgo:

There was no inflows and outflows of the foreign exchange during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the provisions of Section 135 of the Companies Act, 2013 and the rules thereunder, do not applicable on the Company. Therefore, the Company is not required to comply with the section.

PARTICULARS OF EMPLOYEES:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 213, read with the Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS:

The composition of Board of Directors as on 31^st March 2016 comprised of five directors consisting of Managing Director and three independent Director As per the provisions of Companies Act 2013, Mr. Anuj Aggarwal (DIN: 03618737) retire at ensuing Annual General Meeting and being eligible seeks re appointment. The Board recommends his re appointment.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Company has conducted Five (5) Board Meetings in the financial year 2015-16 i.e. on 30^th May, 2015, 14^TH August, 2015, 2^nd September, 2015, 14^th November, 2015, 13^th February, 2016.

Name of Director	Meetings attended
Viresh Aggarwal	5
Anuj Agarwal	5
Padam Duggar	5
Sarla Bardia	5
Kamal Jain Dugar	5

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and Regulation 18, 19 & 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015:

I. Audit Committee

Name of the Director	Category
Mr. Padam Duggar	Chairman
	(Non Executive Independent)
Mr. Kamal Jain Dugar	Member
	(Non Executive Independent)
Mr. Anuj Agarwal	Member
	(Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director	Category
Mrs. Sarla Bardia	Chairperson
	(Non Executive Independent)
Mr. Kamal Jain Dugar	Member
	(Non Executive Independent)
Mr. Padam Duggar	Member
	(Non Executive Independent)

III. Stakeholders Relationship Committee

Name of the Director	Category
Mr. Kamal Jain Dugar	Chairman
	(Non Executive Independent)
Mr. Padam Duggar	Member
	(Non Executive Independent)
Mr. Anuj Aggarwal	Member
	(Promoter & Executive)

DECLARATION BY AN INDEPENDENT DIRECTORS:

The Independent Directors have given declaration stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year 2015-16, the Company has not made any investment in Shares under section 186 of the Companies Act 2013. The Special resolution is proposed for advancing loans under Section 186 of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s L. Gupta & Associates, Company Secretaries to undertake audit of secretarial and other related records of the Company. The Secretarial Audit Report is annexed herewith as "Annexure - I".

The Board of Directors discussed the observations and qualifications raised by the Secretarial Auditor. It was decided to devise the proper system in the company so as to ensure all the compliances in time as per the listing Agreement and will also get the suspension revoked by the Stock Exchange.

RISK MANAGEMENT POLICY:

The Company has identified potential risks and required mitigation measures. The risk management policy is being reviewed to enhance control mechanism for risk evaluation and mitigation and the risk management process.

INTERNAL CONTROL AND THEIR ADEQUACY:

Your Company maintains an adequate and effective internal control system, commensurate with its size and complexity. Your Company believes that these internal control systems provide a reasonable assurance that the Company’s transactions are executed with management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of the Company are adequately safeguarded against significant misuse or loss.

INTERNAL FINANCIAL CONTROL:

The Company has an established internal financial control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

b) appropriate accounting policies have been selected and applied consistently and judgements and estimates which are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In accordance with the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, every listed Company is required to have a Vigil Mechanism for the Directors and employees to report their genuine concerns and grievances. Your Company has a Whistle Blower Policy in place.

The Audit Committee of Directors is entrusted with the responsibility to oversee the Vigil mechanism.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committees (ICC).During the year, no complaints with allegations of sexual harassment were filed with the Company.

STOCK EXCHANGE LISTING :

The shares of the Company are listed on Bombay Stock Exchange Limited. The Company has been suspended by the Bombay Stock Exchange since 15/05/2015 due to Penal Reasons.

ACKNOWLEDGEMENTS:

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

	For and on behalf of the Board of Directors
MBI INTERCORP LIMITED
Viresh Aggarwal	Padam Duggar
Managing Director	Director
(DIN 00916800)	(DIN 02288102)
Place: Delhi
Date: 30.05.2016