Your directors have pleasure in presenting the 39th AnnualReport of the Company together with Audited Accounts and the Auditor?s Report of yourCompany for the financial year ended on 31st March 2022.
MFL India Limited is a leading logistics company having operations PAN-India. Your company offers various services to clients such as transportation&trucking and successfully operates in the country.
MFL India Limited is firmly built on belief of offering unmatchedquality services driven by strong expertise and experience in providing customized andpersonalized services.
The financial statements have been prepared in compliance with therequirements of the Companies Act 2013 guidelines issued by the Securities and ExchangeBoard of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India.Our Management accepts responsibility for the integrity and objectivity of these financialstatements as well as for the various estimates and judgments used therein. The estimatesand judgments relating to the financial statements have been made on a prudent andreasonable basis so that the financial statements reflect in a true and fair manner andreasonably present our situation profits and cash flows for the year.
The summarized financial performance for the year ended 31stMarch 2022 is as follows: Financial Results (Rs. In Lakhs)
|Particulars ||2021-22 ||2020-21 |
|Sales other income & prior period income ||455.18 ||165.37 |
|Expense ||276.91 ||134.93 |
|Profit/(Loss) before exceptional and extraordinary items ||178.27 ||304.38 |
|Exceptional items ||- ||- |
|Extraordinary items ||- ||- |
|Profit/(Loss) before taxation ||178.27 ||304.38 |
|Less: Current Tax ||0 ||0 |
|Earlier Year Tax ||0 ||0 |
|Add: Deferred Tax /tax paid / adjustments made earlier year ||0 ||(5.60) |
|Profit/(Loss) for the period from continuing operations ||178.27 ||309.99 |
|Profit/(Loss) for the period from discontinuing operations || || |
|Tax expenses of discontinuing operations. || |
|Profit/(Loss) for the period ||178.27 ||309.99 |
For the financial year ended March 31 2022 your Company earnedProfit/Loss before Tax of Rs. 178.27 Lakhs as against Profit of Rs.309.99 Lakhs in theprevious financial year. The total income for the year under consideration is Rs. 455.18Lakhs and total expenditure is Rs. 276.91 Lakhs.
Number of Board Meeting
Five Board Meetings were held during the year as against the minimumrequirement of four meetings.
The details of Board Meetings are given below:
|Date ||Board Strength ||No of Directors Present |
|25.06.2021 ||4 ||4 |
|13.08.2021 ||4 ||4 |
|04.09.2021 ||4 ||4 |
|13.11.2021 ||4 ||4 |
|14.02.2022 ||4 ||4 |
Due to the requirement of fund your director has not declared anydividend during the financial year ended 31st March 2022.
Segment wise performance
The Company operates in only one segment i.e. Transportation/Truckingand therefore has no separate reportable segments.
MFL India Limited is a premier transport and Logistics Company withPan-India coverage. Company is on track to achieve its expansion objectives. There is atremendous demand for Logistics in India. Hence MFL India Limited immediate focus will beto bridge this gap by ramping up capacities across the country.
Your Company has since last few years taken initiatives to broaden itsfleet base to minimize the risks and maximize the gains. In its effort in this regard theCompany has been adding more fleet for domestic operations. With expansion of fleet theCompany would be in a better position to maximize its gains from the markets.
Internal Financial Controls
Your Company has established and maintained a framework of internalfinancial controls and compliance systems. Based on the same and the work performed by theinternal auditors statutory auditors and external agencies and the reviews performed byTop Management team and the Audit Committee your directors are of the opinion that yourCompany?s Internal Financial Controls were not adequate and not effective during thefinancial year 2021-22.
Further the statutory auditors of your company have also issued areport on internal control over financial reporting (as defined in section 143 ofCompanies Act 2013) for the financial year ended March 31 2022 which forms part to theStatutory Auditors Report.
Corporate Social Responsibility
The Company is not required to constitute a Corporate SocialResponsibility Committee as it does not fall within purview of Section 135(1) of theCompanies Act 2013 and hence it is not required to formulate policy on corporate socialresponsibility.
Risks and Concerns
The Board of Directors has put in place a Risk Management policy forthe Company which includes industry risks quality risks project risks and financial/interest rate / liquidity risks and the structure infrastructure processes awarenessand risk assessment / minimization procedures. The elements of the risk which in severeform can threaten Company?s existence have been identified by the Board of Directorsto mitigate the same.
During the year under review the Company has not accepted any moneyfrom the public as Deposits.
Particulars of Contracts or Arrangements with Related Parties
All contracts/ arrangements/ transaction entered by the Company duringthe financial year with related parties in the ordinary course of business and onarm?s length price basis. During the year the Company has entered contracts/arrangements/ transactions with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.transaction description is provided in the Additional notes of Accounts.
Meeting of independent director
During the year under review an annual Independent Directors meetingwas convened on September 05 2021 and February 08 2022 to review the performance ofthe Non-Independent/ Non-Executive Directors including the Chairman of the Board andperformance of the Board as a whole. The Non- Independent Directors did not take part inthe meeting. In accordance with the Listing Regulations following matters were interalia discussed in the meeting:
Performance of Non-Independent Directors and Board as a whole
Performance of the Chairman of the Company after taking intoconsideration the views of Executive and Non-Executive Directors
Assessment of the quality quantity and timeliness of flow ofinformation between the Company
Management and the Board that is necessary for the Board toPerform their duties effectively and reasonably
Declaration by the Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act 2013and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations 2015 all the Independent Directors of yourCompany have given declaration that they have met the criteria of independence as requiredunder the Act and the regulations.
Familiarization Programme for Independent Directors
Pursuant to Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations 2015 the Company shall familiarize theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various programmes.
During the year there is no change in the Equity Share Capital of theCompany in the Financial Year 2021-22.
Evaluation of Directors Board and Committee
Pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement theBoard of Directors ("Board") has carried out an annual evaluation of its ownperformance and that of its committees and individual Directors.
The performance of the Board and individual Directors was evaluated bythe Board seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee Members. The Nomination andRemuneration Committee ("NRC") reviewed the performance of the individualDirectors. A separate meeting of Independent Directors was also held to review theperformance of Non-Independent Directors; performance of the Board as a whole andperformance of the Chairperson of the Company considering the views of ExecutiveDirectors and Non-Executive Directors. This was followed by a Board meeting that discussedthe performance of the Board its committees and individual Directors.
The criteria for performance evaluation of the Board included aspectslike Board composition and structure; effectiveness of Board processes information andfunctioning etc. The criteria for performance evaluation of Committees of the Boardincluded aspects like composition of Committees effectiveness of Committee meetings etc.The criteria for performance evaluation of the individual Directors included aspects oncontribution to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairperson was also evaluated on the key aspects of his role.
Directors and Key Managerial Personnel (KMP)
In accordance with the provisions of Section 152 of the Companies Act2013 Mr. Nawab Khan Director who retires by rotation and being eligible has offeredhimself for re-appointment. 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 alongwith the Notice of the ensuing Annual General Meeting. Apart from the above there havebeen no changes in Directors and KMP.
Detailed composition of the mandatory Board committees namely AuditCommittee Nomination and Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee number of meetings held during the yearunder review and other related details are set out in the Corporate Governance Reportwhich forms a part of this Report.
The Company has in place a Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act andClause 49 of the Listing Agreement.
Increase in Managerial Remuneration
During the financial year 2021-22 there was no hike in remuneration ofmanaging Director 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)Regulations 1992 as amended from time to time the code of conduct for prohibition ofinsider trading as approved by the Company. The Company has also adopted the concept ofTrading Window Closure to prevent its Directors Officers designated employees andother employees 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 hasbeen entrusted with responsibility to assist the Board in
a) Overseeing the Company?s risk management process and controlsrisk tolerance and capital liquidity and funding.
(b) Setting strategic plans and objectives for risk management andreview of risk assessment of the Company
(c) Review the Company?s risk appetite and strategy relating tokey risks including credit risk liquidity and funding risk market risk product riskand reputational risk as well as the guidelines policies and processes for monitoringand mitigating such risks.
The Committee has also approved and adopted Risk Committee Charter. TheCompany has adopted a Risk Management Policy in accordance with the provisions of theCompanies Act 2013 (hereinafter referred to as the Act) and Clause 49 of the ListingAgreement. It establishes various levels of accountability and overview within theCompany while vesting identified managers with responsibility for each significant risk.
The Board takes responsibility for the overall process of riskmanagement in the organization. Through Enterprise Risk Management programme BusinessUnits and Corporate functions address opportunities and the attendant risks through aninstitutionalized approach aligned to the Company?s objectives. This is facilitatedby internal audit. The business risk is managed through.
Cross functional involvement and communication across businesses. Theresults of the risk assessment and residual risks are presented to the senior management.Prior to constituting the RMC the Audit Committee was reviewing business risk areascovering operational 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- Harsha Bhawan 64-65 Nehru Place New Delhi-110019 were appointed asStatutory Auditors of the Company for a period of 5 years and to hold office from theconclusion of 35th Annual General Meeting of the company up to the 40thAGM which will be held in calendar year 2023 and in this regard the board of directors andaudit committee of the Company be and are hereby authorized to fix their remuneration plustravelling and other out of pocket expenses incurred by them in connection with statutoryaudit or continuous audit and also such other remuneration as may be decided to be paidby the Board of Directors and Audit Committee of the Company for performing duties otherthan those referred to herein above.
Independent Auditor?s Report
The Auditors in their report have referred to the notes forming partsof Accounts. The said notes are self-explanatory but need to require some clarificationabout the Company?s ability to continue going concern basis as per Auditor?sReport.
The auditor had made the qualification in their report and cast thedoubt on the company?s ability to continue as a going concern. In this regard it isto hereby submit that the director's of the company is striving for the continuous of thebusiness operation of the company and in discussion with various strategical investors toinfuse the fund into the business of the company and the director's are positive thecompany will bring into the business in next couple of months.
M/s APJ & Company Chartered Accountants has been appointed inyour company for the purpose of Internal Audit for the Financial Year 2021-22. Your boardof directors has reappointed M/s APJ & Company Chartered Accountants as internalauditor for the Financial Year 2022-23.
Secretarial Audit and the Appointment of Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Manoj Purvey & Associates a practicing Company Secretary to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith.
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 duringthe year under review. Particulars of Employees
No employee of the Company is covered under section 197(12) of theCompanies Act 2013 read with the Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended to date.
Conservation Of Energy Technology Absorption & Foreign ExchangeEarnings & Outgo
Information?s furnished in Annexure "1" and forms partof this report.
Report On Corporate Governance
As stipulated by clause 49 of the Listing Agreement the Report onCorporate Governance is given separately in this Annual Report. The Certificate of M/s.Amit Agrawal Company Secretary in Practice regarding the Compliance of Clause 49 of theListing Agreement is enclosed herewith and form part of Directors? Report.
Web Link of Annual Return If Any
The Extract of the annual return in the form of MGT-9 is available onthe Company web site i.e. www.mflindia.info
Pursuant to Schedule V of the SEBI Regulation the followingReports/Certificates form part of the Annual Report.
The Report on Corporate Governance.
The Certificate duly signed by Chief Financial Officer on theFinancial Statements of the Company for the year ended March 31 2022 as submitted to theBoard of Directors at their meeting held on September 5 2022.
The declaration by the Managing Director regarding compliance bythe Board members and senior management personnel with the Company?s Code of Conduct.
The Company has adopted a Whistle Blower Policy establishing vigilmechanism to provide a formal mechanism to the Directors and employees to report theirconcerns about unethical behaviour actual or suspected fraud or violation of theCompany?s Code of Conduct or ethics policy. The Policy provides for adequatesafeguards against victimization of employees who avail of the mechanism and provides fordirect access to the Chairman of the Audit Committee. It is affirmed that no personnel ofthe Company have been denied access to the Audit Committee
Compliance with Provision of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules there under for preventionand redressal 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 associate (permanent temporary contractual andtrainees) as well as any women visiting the Company?s office premises or womenservice providers are covered under this policy. All employees are treated with dignitywith a view to maintain a work environment free of sexual harassment whether physicalverbal or psychological.
Directors? Responsibility Statement
In accordance with the provisions of section 134(5) the Board confirmsand submits the Director?s Responsibility Statement:
a. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures.
b. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent to give atrue and fair view of the state of affairs of the company at the end of the financial yearand of the profit and loss of the company for that period.
c. The directors had taken proper and sufficient care for themaintenance of adequate accounting records for safeguarding the assets of the company.
d. The directors had prepared the annual accounts on a going concernbasis.
e. The directors as the company is listed had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively.
f. "Internal financial controls" means the policies andprocedures adopted by the company for ensuring the orderly and efficient conduct of itsbusiness including adherence to company?s policies the safeguarding of its assetsthe prevention and detection of the frauds and errors the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information.
g. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Directors acknowledge with gratitude the support given to theCompany by the dealers customers and suppliers shareholders and investors who indeeddeserve a special mention for their faith and confidence reposed by them in the Company.
| || ||By Order of the Board |
| || ||MFL India Limited |
| ||Sd/- ||Sd/- |
|Place: New Delhi ||(Anil Thukral) ||(Syed Zameer Ulla) |
|Date: 05.09.2022 ||Managing Director ||Director |
| ||DIN-01168540 ||DIN-07486691 |