Regd. Office: 94/4 UG-F UG-9 Village Patparganj Delhi 110091
Your Directors have pleasure in presenting the 36th Annual Report ofthe Company together with Audited Accounts and the Auditor's Report of your Company forthe financial year ended on 31st March 2019.
MFL India Limited is a leading logistics company having operations PAN- India. Yourcompany offers various services to clients such as transportation &trucking andsuccessfully operates in the country.
MFL India Limited is firmly built on belief of offering unmatched quality servicesdriven by strong expertise and experience in providing customized and personalizedservices.
The financial statements have been prepared in compliance with the requirements of theCompanies Act 2013 guidelines issued by the Securities and Exchange Board of India(SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our Managementaccepts responsibility for the integrity and objectivity of these financial statements aswell as for the various estimates and judgments used therein. The estimates and judgmentsrelating to the financial statements have been made on a prudent and reasonable basis sothat the financial statements reflect in a true and fair manner and reasonably present ourstate of affairs profits and cash flows for the year.
The summarized financial performance for the year ended 31st March 2019 isas follows:
| || ||(Rs. In Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Sales other income & prior period income ||91.67 ||14743.89 |
|Expense ||2602.28 ||14634.94 |
|Profit/(Loss) before exceptional and extraordinary items ||-2510.60 ||108.94 |
|Exceptional items ||- ||- |
|Extraordinary items ||- ||- |
|Profit/(Loss) before taxation ||-2510.60 ||108.94 |
|Less: Current Tax ||0 ||0 |
|Earlier Year Tax ||0 ||0 |
|Add: Deferred Tax ||0 ||0 |
|Profit/(Loss) for the period from continuing operations ||-2510.60 ||108.94 |
|Profit/(Loss) for the period from discontinuing operations || || |
|Tax expenses of discontinuing operations. || || |
|Profit/(Loss) for the period ||-2510.60 ||108.94 |
For the financial year ended March 31 2019 your Company earned Profit/Loss before Taxof Rs.-2510.60 Lakhs as against Profit of Rs.108.94 Lakhs in the previous financial year.The total income for the year under consideration is Rs. 91.67 Lakhs and total expenditureis Rs. 2602.28 Lakhs.
Number of Board Meeting
Nine Board Meetings were held during the year as against the minimum requirement offour meetings.
The details of Board Meetings are given below:
|Date ||Board Strength ||No of Directors Present |
|29/05/2018 ||5 ||5 |
|10/08/2018 ||5 ||5 |
|03/09/2018 ||5 ||4 |
|14/09/2018 ||5 ||5 |
|22/10/2018 ||5 ||5 |
|03/11/2018 ||5 ||5 |
|14/11/2018 ||5 ||5 |
|14/02/2019 ||5 ||5 |
|27/03/2019 ||5 ||5 |
Your Company is not declaring any dividend.
Segment wise performance
The Company operates in only one segment i.e. Transportation/Trucking and thereforehas no separate reportable segments.
MFL India Limited is a premier transport and Logistics Company with Pan-Indiacoverage. Company is on track to achieve its expansion objectives. There is a tremendousdemand for Logistics in India. Hence MFL India Limited immediate focus will be to bridgethis gap by ramping up capacities across the country.
Your Company has since last few years taken initiatives to broaden its fleet base tominimize the risks and maximize the gains. In its effort in this regard the Company hasbeen adding more fleet for domestic operations. With expansion of fleet the Company wouldbe in a better position to maximize its gains from the markets.
Internal Financial Controls
Your Company has established and maintained a framework of internal financial controlsand compliance systems. Based on the same and the work performed by the internal auditorsstatutory auditors and external agencies and the reviews performed by Top Management teamand the Audit Committee your Directors are of the opinion that your Company's InternalFinancial Controls were not adequate and not effective during the financial year 2018-19.
Further the statutory auditors of your company has also issued a report on internalcontrol over financial reporting (as defined in section 143 of Companies Act 2013) for thefinancial year ended March 31 2019 which forms part to the Statutory Auditors Report.
Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
Risks and Concerns
The Board of Directors has put in place a Risk Management policy for the Company whichincludes industry risks quality risks project risks and financial/ interestrate/liquidity risks and the structure infrastructure processes awareness and riskassessment/minimization procedures. The elements of the risk which in severe form canthreaten Company's existence have been identified by the Board of Directors to mitigatethe same.
During the year under review the Company has not accepted any money from the public asDeposits.
Particulars of Contracts or Arrangements with Related Parties
None of the transactions with the related parties falls under the scope of section 188(1) of the Act. All contracts/ arrangements/ transaction entered by the Company during thefinancial year with related parties in the ordinary course of business and on arm's lengthprice basis. During the year the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.
Meeting of independent director
During the year under review an annual Independent Directors meeting was convened onAugust 10 2019 and March 27 2019 to review the performance of the Non-Independent/Non-Executive Directors including the Chairman of the Board and performance of the Boardas a whole. The Non- Independent Directors did not take part in the meeting. In accordancewith the Listing Regulations following matters were inter alia discussed in the meeting:
Performance of Non-Independent Directors and Board as a whole
Performance of the Chairman of the Company after taking into consideration theviews of Executive and Non-Executive Directors
Assessment of the quality quantity and timeliness of flow of informationbetween the Company
Management and the Board that is necessary for the Board to effectively andreasonably Perform their duties
Declaration by the Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 all the Independent Directors of your Company have givendeclaration that they have met the criteria of independence as required under the Act andthe regulations.
Familiarization Programme for Independent Directors
Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 the Company shall familiarize the Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. throughvarious programmes.
During the year there is no change in the Equity Share Capital of the Company in theFinancial Year 2018-19.
Evaluation of Directors Board and Committee
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI under Clause 49 of the Equity Listing Agreement the Board of Directors("Board") has carried out an annual evaluation of its own performance and thatof its Committees and individual Directors.
The performance of the Board and individual Directors was evaluated by the Boardseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board seeking inputs from the Committee Members. The Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual Directors. Aseparate meeting of Independent Directors was also held to review the performance ofNonIndependent Directors; performance of the Board as a whole and performance of theChairperson of the Company taking into account the views of Executive Directors andNonExecutive Directors. This was followed by a Board meeting that discussed theperformance of the Board its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition of Committees effectiveness of Committee meetings etc. The criteria forperformance evaluation of the individual Directors included aspects on contribution to theBoard and Committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. In addition the Chairperson wasalso evaluated on the key aspects of his role.
Directors and Key Managerial Personnel (KMP)
Mr. Ajay Kumar Choudhary Company Secretary and Mr. Anand Kumar Director of thecompany resigned w.e.f August 10 2018 and October 22 2018 respectively. Your directorsplaced on record their sincere appreciation for the valuable contributions made by Mr. Mr.Ajay Kumar Choudhary during their tenure Ms. Anuradha Sharma has been appointed asCompany Secretary of the company w.e.f September 14 2018 and Mr. Nawab Khan has beenappointed as the Additional Director of the Company w.e.f. October 22 2018. Further Ms.Anuradha Sharma resigned as Company Secretary w.e.f. March 27 2019.
In accordance with the provisions of Section 152 of the Companies Act 2013 Ms.Pratiksha Anant Patil Director who retires by rotation and being eligible has offeredhimself for reappointment. In compliance with Regulation 36(3) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirement) Regulations 2015 briefresume of all the
Directors proposed to be appointed/re-appointed are attached along with the Notice ofthe ensuing Annual General Meeting. Apart from the above there have been no changes inDirectors and KMP.
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Corporate Social Responsibility Committee andStakeholders Relationship Committee number of meetings held during the year under reviewand other related details are set out in the Corporate Governance Report which forms apart of this Report.
The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act and Clause 49 of theListing Agreement.
Increase in Managerial Remuneration
During the financial year 2018-2019 there was no hike in remuneration of managingDirector and whole time director which is provided below: Nil
|Name Of Director- ||Designation ||Remuneration |
| || || |
Insider Trading Regulations
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prohibition of insidertrading as approved by the Company. The Company has also adopted the concept of TradingWindow Closure to prevent its Directors Officers designated employees and otheremployees from trading in the securities of the Company at the time when there isunpublished price sensitive information.
Insurance and Risk Management
The Company has constituted a Risk Management Committee (RMC) which has been entrustedwith responsibility to assist the Board in
a) Overseeing the Company's risk management process and controls risk tolerance andcapital liquidity and funding.
(b) Setting strategic plans and objectives for risk management and review of riskassessment of the Company
(c) Review the Company's risk appetite and strategy relating to key risks includingcredit risk liquidity and funding risk market risk product risk and reputational riskas well as the guidelines policies and processes for monitoring and mitigating suchrisks.
The Committee has also approved and adopted Risk Committee Charter. The Company hasadopted a Risk Management Policy in accordance with the provisions of the Companies Act2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. Itestablishes various levels of accountability and overview within the Company whilevesting identified managers with responsibility for each significant risk.
The Board takes responsibility for the overall process of risk management in theorganization. Through Enterprise Risk Management programme Business Units and Corporatefunctions address opportunities and the attendant risks through an institutionalizedapproach aligned to the Company's objectives. This is facilitated by internal audit. Thebusiness risk is managed through.
Cross functional involvement and communication across businesses. The results of therisk assessment and residual risks are presented to the senior management. Prior toconstituting the RMC the Audit Committee was reviewing business risk areas coveringoperational financial strategic and regulatory risks.
Employees Stock Option Scheme
During the year under review the Company has not issued any ESOPs.
M/s V.K. Sehgal & Associates Chartered Accountants (FRN: 011519N) 201- HarshaBhawan 64-65 Nehru Place New Delhi-110019 were appointed as Statutory Auditors of theCompany for a period of 5 years and to hold office from the conclusion of 35thAnnual General Meeting of the company up to the 40th AGM which will be held incalendar year 2023 and in this regard the board of directors and audit committee of theCompany be and are hereby authorized to fix their remuneration plus travelling and otherout of pocket expenses incurred by them in connection with statutory audit or continuousaudit and also such other remuneration as may be decided to be paid by the Board ofDirectors and Audit Committee of the Company for performing duties other than thosereferred to herein above.
Independent Auditor's Report
The Auditors in their report have referred to the notes forming parts of Accounts. Thesaid notes are self-explanatory but need to require some clarification about the Company'sability to continue on going concern basis as per Auditor's Report.
The auditor had made the qualification in their report and cast the doubt on thecompany's ability to continue as a going concern. In this regard it is to hereby submitthat the director's of the company is striving for the continuous of the businessoperation of the company and in discussion with various strategical investors to infusethe fund in to the business of the company and the director's are positive the companywill bring into the business in next couple of months.
M/s APJ & Company Chartered Accountants has been appointed in your company forthe purpose of Internal Audit for the Financial Year 2018-19. Your board of directors hasreappointed M/s APJ & Company Chartered Accountants as internal auditor for theFinancial Year 2019-20.
Secretarial Audit and the Appointment of Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. AmitAgrawal a practicing Company Secretary to undertake the Secretarial Audit of the Company.The Report of the Secretarial Audit is annexed herewith.
The cost audit is not applicable on our company.
Buy Back Of Shares
The Company has not made any offer to Buy Back of its shares during the year underreview.
Particulars of Employees
No employee of the Company is covered under section 197(12) of the Companies Act 2013read with the Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended to date.
Conservation Of Energy Technology Absorption & Foreign Exchange Earnings &Outgo
Information's furnished in Annexure "1" and forms part of this report.
Report On Corporate Governance
As stipulated by clause 49 of the Listing Agreement the Report on Corporate Governanceis given separately in this Annual Report. The Certificate of M/s. Amit Agrawal CompanySecretary in Practice regarding the Compliance of Clause 49 of the Listing Agreement isenclosed herewith and form part of Directors' Report.
Extract of the Annual Return
As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return in Form MGT 9 is annexed herewith as Annexure-5.
Pursuant to Schedule V of the SEBI Regulation the following Reports/Certificates formpart of the Annual Report.
The Report on Corporate Governance;
The Certificate duly signed by Chief Financial Officer on the FinancialStatements of the Company for the year ended March 31 2019 as submitted to the Board ofDirectors at their meeting held on September 5 2019;
The declaration by the Managing Director regarding compliance by the Boardmembers and senior management personnel with the Company's Code of Conduct.
The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhas been denied access to the Audit Committee
Compliance with Provision of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under for prevention andredressal of complaints of sexual harassment at workplace. The Company is committed toproviding equal opportunities without regard to their race caste sex religion colournationality disability etc. All women associates (permanent temporary contractual andtrainees) as well as any women visiting the Company's office premises or women serviceproviders are covered under this policy. All employees are treated with dignity with aview to maintain a work environment free of sexual harassment whether physical verbal orpsychological.
Directors' Responsibility Statement
In accordance with the provisions of section 134(5) the Board confirms and submits theDirector's Responsibility Statement:
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair 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 thatperiod;
c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records for safeguarding the assets of the company.
d. The directors had prepared the annual accounts on a going concern basis.
e. The directors as the company is listed had laid down internal financial controlsto be followed by the company and that such internal financial controls are adequate andwere operating effectively.
f. "Internal financial controls" means the policies and procedures adopted bythe company for ensuring the orderly and efficient conduct of its business includingadherence to company's policies the safeguarding of its assets the prevention anddetection of the frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.
g. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Directors acknowledge with gratitude the support given to the Company by thedealers customers and suppliers shareholders and investors who indeed deserve a specialmention for their faith and confidence reposed by them in the Company.
| || |
By order of the Board
| || |
For MFL India Limited
| ||Sd/- ||Sd/- |
|Place: New Delhi ||(Anil Thukral) ||(Syed Zameer Ulla) |
|Date: 05.09.2019 ||Managing Director ||Director |
| ||DIN-01168540 ||DIN-07486691 |