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MFS Intercorp Ltd.

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MFS Intercorp Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE FOR THE YEAR ENDED ON 31ST MARCH, 2014

1. THE CORPORATE GOVERNANCE PHILOSOPHY

Good Corporate governance is about enhancing value for all stakeholders with strong emphasis on transparency, accountability, ethics, integrity, equity, fairness and commitment to values. Good Corporate Governance is intrinsic to the management of Company affairs. The values and principles set the context to manage our Company affairs in a fair and transparent manner. As a responsible corporation these values set the framework to maintain accountability in all our affairs and employ democratic and open process.

2. BOARD OF DIRECTORS

The Board of Directors is having three directors as on 31st March, 2014. The Board of Directors is consisting of Three Directors. The Directors manages the day to day affairs of the Company. Non-executive and independent directors did not have any pecuniary relationship of transactions with the company during the period under review. There are no material transactions where they have had personal interests that conflict with that of the Company.

Numbers of Board Meetings held and the dates on which such meetings were held: During the financial year the Board met 7 (Six) times on 02.05.2013, 25.05.2013, 02.08.2013, 30.08.2013, 14.11.2013, 03.02.2014 and 10.02.2014. The maximum gap between two meetings was not more than 4 months.

3. AUDIT COMMITTEE

The Audit Committee of the Company presently comprises of Directors being Mr. Ketanbhai Sorathiya, Mr. Shailesh Kumar Gupta and Mr. Anil Mistry

Mr. Anil Mistry is the Chairman of the Committee.

The role, terms of reference, authority and powers of the audit committee are in conformity with the requirement of Companies Act, 1956, and Listing Agreement.

Role/ Functions of the Committee:

o Reviewing with management the annual financial statements before submission to the Board.

o Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

o Review of policies relating to risk management – operational and financial.

o Reviewing with the management, external auditors and the adequacy of the internal control system.

Powers of the Committee:

• To investigate any activity within its terms of reference.

• To secure attendance of and seek any information from any employee including representative of the prime shareholders (subject to their internal approvals).

• Compliance with accounting standards.

• To obtain outside legal or other professional advice, if necessary.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

• Compliance with Stock Exchange and legal requirements concerning financial statements.

4. REMUNERATION COMMITTEE

As neither remuneration nor sitting fee paid to the director as no remuneration Committee has been set up.

5. SHAREHOLDERS TRANSFER AND GRIEVANCES COMMITTEE

This committee presently consists of three directors namely, Mr. Ketanbhai Sorathiya, Mr. Shailesh Kumar Gupta and Mr. Anil Mistry.

Mr. Ketanbhai Sorathiya is Chairman of the Committee. The committee was constituted to redress shareholders’/ investors’ complaints etc. relating to delay in transfer of shares, non-receipt of annual accounts, delay in balance sheet, split-up share certificate, issue duplicate certificate, transmission of shares, dematerialization of shares etc. relating to the shares issued by the Company. Mr. Ketanbhai Sorathiya, Director of the Company has been authorized by the Board to approve such transfers within the time stipulated under the Listing Agreement. Further the complaints of the above nature are promptly attended by the Compliance Officer. Mr. Ketanbhai Sorathiya has been appointed as the Compliance Officer of the Company by the Board of Directors. There is no pending, unsolved complaint of Shareholders of the Company and no pending Share Transfer.

7. DISCLOSURES

o There are no materially significant related partly transactions i.e. transactions of the Company of material natures, with its promoters, the directors or the managements, their subsidiaries or relatives etc., that may have potential conflict with interest of the Company at large.

o No penalties or strictures were imposed on the Company by the Stock Exchange or SEBI or any statutory authority, on any matter related to capital markers, during the last three years.

o The Company has complied with various rules and regulations prescribed by the Stock Exchange and SEBI during the last three years. No penalties or strictures have been imposed by them on the Company.

8. CEO/CFO CERTIFICATION under clause 41 and clause 49 of the Listing Agreement with Stock Exchanges have been submitted to the Board

9. MEANS OF COMMUNICATION

The Company has submitted its quarterly, half yearly and yearly financial results to the Stock Exchanges as well as website of the company immediately after its approval by the Board. The Company did not send the half yearly report to the Shareholders of the Company.

10. GENERAL SHAREHOLDERS INFORMATION

Financial Year 1st April to 31st March

Date and time of Annual General Meeting  : Monday, 29th September, 2014 at 10:00 A.M.

Venue of Annual General Meeting Ground Floor-18, Omaxe Square, Jasola, New Delhi-110025

Dates of Book Closure  : 22.09.2014 to 29.09.2014

Listing on Stock Exchange :  BSE Limited, Mumbai

Stock Code and Scrip ID 513721 (BSE) and MFSINTRCRP (BSE)

Demat ISIN No. INE614F01019

Tentative Calendar for financial year ending 31st March, 2015:

Quarterly Financial Results  : Date of Board Meeting

First Quarterly Results :  Before 15.08.2014

Second Quarterly Results :  Before 15.11.2014

Third Quarterly Results  : Before 15.02.2015

Fourth Quarterly Results :  Before 15.05.2015

14. REGISTRAR AND SHARE TRANSFER AGENT

M/s. RCMC Share Registry Private Limited having its registered office at B-25/1, Okhla Industrial Area, Phase -2, Near Rana Motors, New Delhi - 110020 is the Registrar & Share Transfer Agent for processing the transfer of securities issued by the Company.

15. SHARE TRANSFER SYSTEM:

Transfer of Shares in Physical form are registered and dispatched within 3 weeks from the date of their receipts, subject to the documents being valid and complete in all respects. Transfer of shares are processed by the Share Transfer Agents and approved by the Share Transfer Committee called as “Investor / Shareholders Grievance Committee”, which meets at frequent intervals. Share transfers are registered and returned within 15 days from the date of receipt, if the relevant documents are complete in all respect.

16. DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Equity Shares of your company are traded in compulsory dematerialization form by all investors. The company has entered into agreements with existing Depository, National Securities Depository Limited (NSDL) enabling the investors to hold shares of the company in electronic form through the depository of their choice.

17. ADDRESS FOR CORRESPONDENCE:

GROUND FLOOR-18, OMAXE SQUARE, JASOLA, NEW DELHI-110025

Investors Correspondence/ Complaints to be address to:

MR. KETANBHAI SORATHIYA Director and Compliance Officer E-mail: muskanferros@gmail.com