MPF Systems Ltd Directors Report

The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated 08^th November, 2023 (“Insolvency Commencement Order”) has initiated corporate insolvency resolution process (“CIRP”) based on petitions filed by Rover Finance Limited (Financial Creditor) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Mr. Raghunath S. Bhandari, IP Registration No. IBBI/IPA- 002/IP-NO. 1023/2020-2021/13276 has been appointed as Interim Resolution Professional (“RP”) to manage affairs of the Company in accordance with the provisions of the Code. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were exercised by IRP/RP. Thereafter, in the first meeting of Committee of Creditors held on December 11, 2023, Mr. Raghunath S. Bhandari had been confirmed as Resolution Professional (“RP”) with respect to the Company.

Pursuant to the NCLT Order and in line with the provisions of the Code, the powers of the Board of directors were suspended and the same were to be exercised by RP. Hence, this meeting is being convened by the RP only to the limited extent of discharging the powers of the Board of Directors of the Company which has been conferred upon him in terms of provisions of Section 17 of the Code.

In terms of Regulation 15 (2A) & (2B) of SEBI (LODR) Regulations, 2015, though the provisions of Regulations 17,18,19,20 and 21 in relation to Board of Directors, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee respectively, shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing CIRP under the Insolvency and Bankruptcy Code as the role and responsibilities of the Board of Directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency and Bankruptcy Code, the Resolution Professional deems fit to continue with the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee in order to continue the operations of the Corporate Debtor as a going concern.

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the Standalone Audited Financial Statements, for the Financial Year ended on 31^st March, 2024.

1. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

The Companys financial performance for the year ended on 31^st March, 2024 is summarized below:

Standalone (Rs. In Lakhs)

PARTICULARS	31/03/2024	31/03/2023
Total Income	32,54,516.12	8,75,149.98
Total Expenditure	36,43,922.78	17,60,216.02
Profit Before Interest and depreciation	(3,89,406.66)	(8,85,066.04)
Less: Depreciation	-	-
Interest	-	-
Tax	-	-
Net Profit/(Loss) After Tax	(3,89,406.66)	(8,85,066.04)

2. OPERATIONAL PERFORMACE:

Income of the company from operations is Rs. 7,00,000/- and Net Profit/(Loss) After Tax is Rs. (3,89,406.66) f or the year ended on 31^st March, 2024.

3. TRANSFER TO RESERVES:

Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.

4. DIVIDEND:

For the Financial Year 2023-24, based on the Companys performance, the Board of Directors have not recommended any dividend.

5. DEPOSITS:

The company has not accepted/renewed deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made there under from public or from the shareholders during the period under review.

6. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure-I forming part of the Annual Report.

7. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. A separate Report on Corporate Governance is annexed as Annexure-II here to forming part of this report together

As our company has been listed on Platform of Bombay Stock Exchange Limited (BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company.

However, as a Good Secretarial Practice of the Company voluntarily maintains the Corporate Governance Report every year.

8. Corporate Insolvency Resolution Process (CIRP):

A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of the Insolvency and Bankruptcy Code, 2016 was filed by Rover Finance Limited (Financial Creditor) has been admitted against the Company vide Honorable National Company Law Tribunal, Mumbai bench order dated 08/11/2023 and Mr. Raghunath Bhandari has been appointed as IRP/RP by NCLT, Mumbai Bench under Section 13(1) (c) of the Insolvency and Bankruptcy Code, 2016. As a part of CIRP, financial and operational creditors were called upon to submit their claims to the IRP on or before 24^th November, 2023, being the last date of submission. Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and Regulation 36A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Invitation for Expression of Interest in Form - G was published on 09^th January, 2024. Subsequently in the CoC Meeting the Resolution plan was approved by the committee.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

10. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OFTHECOMPANY:

During the year under review, there were no material changes and commitments affecting the financial position of the Company. The finalization of the resolution plan pending for COC Approval.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed company shall have at least one-third of the total number of directors as independent directors. The Board of the Company to comply with the aforesaid requirements

As per the Section 149(10) of the Companies Act, 2013 provides that independent director shall hold office for a term of upto five consecutive years on the Board of the Company. Further, according to the Section 149(11) of the Companies Act, 2013, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Subsections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

Presently due to IB proceedings the Board has been suspended.

12. NUMBER OF MEETINGS:

During the year, the company was under CIRP and following Meetings were held during the CIRP period:

Sr. No	Date of Meetings	Type of Meeting
1	10/05/2023	Board Meeting
2	22/06/2023	Board Meeting
3	10/08/2023	Board Meeting
4	07/11/2023	Board Meeting
5	11/12/2023	CoC Meeting
6	04/01/2024	CoC Meeting
7	10/02/2024	CoC Meeting
8	22/02/2024	CoC Meeting
9	21/03/2024	CoC Meeting
10	28/03/2024	CoC Meeting

13. INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that: They are not promoters of the Company or its holding, subsidiary or associate company;

They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

Independent Director, neither himself nor any of his relatives holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

Holds together with his relatives two percent. or more of the total voting power of the company; or is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;

Independent Director possesses such qualifications as may be directed by the Board. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

14. COMMITTEES OF THE BOARD:

Before the Initiation of CIRP the Board has Four Committees:

(1) Audit Committee,

(2) Nomination and Remuneration Committee,

(3) StakeholdersRelationship Committee,

(4) Shares Transfer Committee,

A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part ofthis Annual Report.

After the Initiation of the CIRP proceedings against the company the powers of the board were suspended. Further for the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence the committee meetings were not conducted after CIRP

15. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIPCOMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director (ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 readwith Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

16. RESOLUTION PROFESSIONAL/DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the

Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

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

(iv) That the Directors have prepared the accounts for the financial year ended 31^st March 2023 on a going concern basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and preparation of financial statements and review its efficiency.

(vi) 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.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has

implemented avigil mechanism named Whistle Blower Policy to deal with instance of fraud

and mismanagement, if any, instaying true to our values of Strength, Performance and

Passion and in line with our vision of being one of the most respected companies in India, the

Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

19. INTERNAL AUDITOR:

The Committee of Creditors appointed Mr. Manas Dash, Chartered Accountant as an Internal Auditor for FY 2024-2025.

20. STATUTORY AUDITORS:

Pursuant 139, 142 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee to the Board of Directors, M/s PAMS & Associates, Chartered Accountants, having registration no. 316079E are appointed as Auditors of the Company who shall hold office from the conclusion of 28^th Annual General Meeting for a term of 5 consecutive years till conclusion of the 33^rd Annual General Meeting to be held in the calendar year 2026 and that the Board of Directors be and is hereby authorized to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors, and that such remuneration may be paid on a progressive billing basis in addition to reimbursement of all out-of- pocket expenses as may be incurred in connection with the audit of the accounts of the Company.

The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018.

21. AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

22. SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Saroj Panda, Company Secretary in Practice was appointed to conduct the secretarial

audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for F.Y. 2023-24 is Annexure-HI to this Boards Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The details of Conversion of Energy, Technology Absorption are not applicable in the case of the company. However, the company took adequate steps to conserve the energy and used the latest technology.

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange outgo is Nil.

24. RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. All the transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business.

The particulars of every contract or 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 arms length transactions under third proviso thereto shall be disclosed in the Form AOC - 2 Annexed herewith as “Annexure IV” to this Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013.

26. EXTRACT OF ANNUAL RETURNS:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, is available on the Companys website and can be accessed at the web-link: www.mpfsl. co.in.

27. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

28. CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies Act, 2013 all companies having net worth of 500 crore or more or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a appropriate corporate social responsibility (CSR) Committee of the Board of Directors comprising three (3) or more directors, at least one of whom an independent director and such company shall spend at least 2% of the average net profits of the Companys three immediately preceding financial year.

The Company presently does not with any of the criteria stated herein above. Hence, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

29. BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

30. ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

By Order of the Resolution Professional

Sd/-

Raghunath Bhandari

IP Registration no; IBBI/IPA-002/IP-

N01023/2020-2021/13276

Date: 06-09-2024 Place: Mumbai

E-mail Address: compliancempf@gmail.com Website: https://www.mpfsl.co.in

Registered Office:	By Order of the Resolution Professional
Godown No. Unite No. B
136,Ansa Industrial Estate,	sd/-
Saki Vihar Road,	Poonam Sharma
Andheri, Mumbai - 400072.	Company Secretary ACS A47218