To
The Members,
Your directors have pleasure in presenting the 40th Annual Report of
the Company together with Audited Accounts and the Auditor s Report of your Company for
the financial year ended on 31st March 2023. 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 unmatched quality services, driven by
strong expertise and experience in providing customized and personalized services. The
financial statements have been prepared in compliance with the requirements of the
Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India
(SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our Management
accepts responsibility for the integrity and objectivity of these financial statements, as
well as for the various estimates and judgments used therein. The estimates and judgments
relating to the financial statements have been made on a prudent and reasonable basis, so
that the financial statements reflect in a true and fair manner and reasonably present our
situation, profits, and cash flows for the year. The summarized financial performance for
the year ended 31st March 2023 is as follows:
Financial Results
(Rs. In 000)
Particulars |
2022-23 |
2021-22 |
| Sales, other income & prior period income |
1,38,015 |
45,519 |
| Expense |
1,37,974 |
27,691 |
| Profit/(Loss) before exceptional and extraordinary items |
40 |
17,828 |
| Exceptional items |
- |
- |
| Extraordinary items |
- |
- |
| Profit/(Loss) before taxation |
40 |
17,828 |
| Less: Current Tax |
0 |
0 |
| Earlier Year Tax |
0 |
0 |
| Add: Deferred Tax /tax paid / adjustments made earlier year |
0 |
0 |
| Profit/(Loss) for the period from continuing operations |
40 |
17,828 |
| Profit/(Loss) for the period from discontinuing operations |
- |
- |
| Tax expenses of discontinuing operations. |
- |
- |
| Profit/(Loss) for the period |
40 |
17,828 |
Financial Performance
For the financial year ended March 31, 2023, your Company earned Profit/Loss before Tax
of Rs. 40 Lakhs against Profit of Rs.178.27 Lakhs in the previous financial year. The
total income for the year under consideration is Rs. 1,38,015 Lakhs and total expenditure
is Rs. 1379.74Lakhs.
Number of Board Meeting
Ten Board Meetings were held during the year, as against the minimum requirement of
five meetings.
The details of Board Meetings are given below:
| Date |
Board Strength |
No of Directors Present |
| 30/05/2022 |
4 |
4 |
| 13/08/2022 |
4 |
4 |
| 05/09/2022 |
4 |
4 |
| 14/11/2022 |
4 |
4 |
| 14/02/2023 |
4 |
4 |
Dividend
Due to the requirement of fund, your director has not declared any dividend during the
financial year ended 31st March 2023.
Segment wise performance
The Company operates in only one segment i.e., Transportation/Trucking, and therefore,
has no separate reportable segments.
Outlook
MFL India Limited is a premier transport and Logistics Company with Pan-India
coverage. Company is on track to achieve its expansion objectives. There is a tremendous
demand for Logistics in India. Hence MFL India Limited immediate focus will be to bridge
this gap by ramping up capacities across the country. Your Company has since last few
years taken initiatives to broaden its fleet base to minimize the risks and maximize the
gains. In its effort in this regard, the Company has been adding more fleet for domestic
operations. With expansion of fleet the Company 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 internal financial controls
and compliance systems. Based on the same and the work performed by the internal auditors,
statutory auditors and external agencies and the reviews performed by Top Management team
and the Audit Committee, your directors are of the opinion that your Company s Internal
Financial Controls were not adequate and not effective during the financial year 2022-23.
Further the statutory auditors of your company have also issued a report on internal
control over financial reporting (as defined in section 143 of Companies Act 2013) for the
financial year ended March 31, 2023, which forms part to the Statutory Auditors Report.
Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it 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, which
includes industry risks, quality risks, project risks and financial/ interest rate /
liquidity risks and the structure, infrastructure, processes, awareness, and risk
assessment / minimization procedures. The elements of the risk, which in severe form can
threaten Company s existence, have been identified by the Board of Directors to mitigate
the same.
Deposits
During the year under review the Company has not accepted any money from the public as
Deposits.
Particulars of Contracts or Arrangements with Related Parties
All contracts/ arrangements/ transaction entered by the Company during the financial
year with related parties in the ordinary course of business and on arm s length price
basis. During the year the Company has entered contracts/ arrangements/ transactions with
related parties which could be considered material in accordance 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 meeting was convened on
September 05, 2022, and February 14, 2023, to review the performance of the
Non-Independent/ Non-Executive Directors including the Chairman of the Board and
performance of the Board as a whole. The Non- Independent Directors did not take part in
the meeting. In accordance with 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 the views
of Executive and Non-Executive Directors,
Assessment of the quality, quantity, and timeliness of flow of information between the
Company,
Management and the Board that is necessary for the Board to Perform their duties
effectively and reasonably,
Declaration by the Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Regulation
16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, all the Independent Directors of your Company have given
declaration that they have met the criteria of independence as required under the Act and
the regulations.
Familiarization Programme for Independent Directors
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015, the Company shall familiarize the Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company, etc., through
various programmes.
Share Capital
During the year, there is no change in the Equity Share Capital of the Company in the
Financial Year 2022-23. Evaluation of Directors, Board and Committee
Pursuant to the provisions of the Act and the corporate governance requirements as
prescribed 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 that
of its committees and individual Directors. The performance of the Board and individual
Directors was evaluated by the Board seeking inputs from all the Directors. The
performance of the Committees was evaluated by the Board seeking inputs from the Committee
Members. The Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual
Directors. A separate meeting of Independent Directors was also held to review the
performance of Non-Independent Directors; performance of the Board as a whole and
performance of the Chairperson of the Company, considering the views of Executive
Directors and Non-Executive Directors. This was followed by a Board meeting that discussed
the performance of the Board, its committees, and individual Directors. The criteria for
performance evaluation of the Board included aspects like Board composition and structure;
effectiveness of Board processes, information and functioning etc. The criteria for
performance evaluation of Committees of the Board included aspects like composition of
Committees, effectiveness of Committee meetings etc. The criteria for performance
evaluation of the individual Directors included aspects on contribution to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings etc. In addition, 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 Act, 2013, Mr Syed
Zameer Ulla, Director, who retires by rotation and being eligible, has offered himself for
re-appointment. In compliance with Regulation 36(3) of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of
all the Directors proposed to be appointed / re-appointed are attached along with the
Notice of the ensuing Annual General Meeting. Apart from the above, there have been no
changes in Directors and KMP.
Board Committees
Detailed composition of the mandatory Board committees namely Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of
meetings held during the year under review and other related details are set out in the
Corporate Governance Report which forms a part of this Report.
Remuneration Committees
The Company has in place a Remuneration Policy for the Directors, Key Managerial
Personnel, and other employees, pursuant to the provisions of the Act and Clause 49 of the
Listing Agreement.
Increase in Managerial Remuneration
During the financial year 2022-23, there was no hike in remuneration of managing
Director and whole-time director which is provided below: Nil
| Name Of Director |
Designation |
Remuneration |
|
Director |
|
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 of insider
trading, as approved by the Company. The Company has also adopted the concept of Trading
Window Closure, to prevent its Directors, Officers, designated employees, and other
employees from trading in the securities of the Company at the time when there is
unpublished price sensitive information.
Insurance and Risk Management
The Company has constituted a Risk Management Committee (RMC) which has been entrusted
with responsibility to assist the Board in
(a) Overseeing the Company s risk management process and controls, risk tolerance and
capital liquidity and funding.
(b) Setting strategic plans and objectives for risk management and review of risk
assessment of the Company
(c) Review the Company s risk appetite and strategy relating to key risks, including
credit risk, liquidity and funding risk, market risk, product risk and reputational risk,
as well as the guidelines, policies and processes for monitoring and mitigating such
risks. The Committee has also approved and adopted Risk Committee Charter. The Company has
adopted a Risk Management Policy in accordance with the provisions of the Companies Act,
2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement. It
establishes various levels of accountability and overview within the Company, while
vesting identified managers with responsibility for each significant risk.
The Board takes responsibility for the overall process of risk management in the
organization. Through Enterprise Risk Management programme, Business Units and Corporate
functions address opportunities and the attendant risks through an institutionalized
approach aligned to the Company s objectives. This is facilitated by internal audit. The
business risk is managed through. Cross functional involvement and communication across
businesses. The results 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 areas covering operational, financial, strategic, and regulatory risks.
Employees Stock Option Scheme
During the year under review, the Company has not issued any ESOPs.
Statutory Auditors
M/s V.K. Sehgal & Associates, Chartered Accountants, (FRN: 011519N), 201-
Harsha Bhawan, 64-65, Nehru Place, New Delhi-110019 were re-appointed as Statutory
Auditors of the Company for a period of 5 years and to hold office from the conclusion of
40th Annual General Meeting of the company up to the 45th AGM which
will be held in calendar year 2028 and in this regard the board of directors and audit
committee of the Company be and are hereby authorized to fix their remuneration plus
travelling and other out of pocket expenses incurred by them in connection with statutory
audit or continuous audit and also such other remuneration, as may be decided to be paid
by the Board of Directors and Audit Committee of the Company, for performing duties other
than those referred to herein above.
Independent Auditorfs Report
The Auditors in their report have referred to the notes forming parts of Accounts. The
said notes are self-explanatory but need to require some clarification about the Company s
ability to continue going concern basis, as per Auditor s Report.
The auditor had made the qualification in their report and cast the doubt on the
company s ability to continue as a going concern. In this regard it is to hereby submit
that the directors of the company is striving for the continuous of the business
operation of the company and in discussion with various strategical investors to infuse
the fund into the business of the company and the directors are positive, the company
will bring into the business in next couple of months.
Internal Auditors
M/s APJ & Company, Chartered Accountants, has been appointed in your company for
the purpose of Internal Audit for the Financial Year 2022-23. Your board of directors has
re-appointed M/s APJ & Company, Chartered Accountants as internal auditor for the
Financial Year 2023-24.
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 has appointed M/s. Manoj
Purvey & Associates, a practicing Company Secretary to undertake the Secretarial Audit
of the Company. The Report of the Secretarial Audit is annexed herewith.
Cost Audit
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 under
review. Particulars of Employees
No employee of the Company is covered under section 197(12) of the Companies Act, 2013
read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) 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 Governance
is given separately in this Annual Report. The Certificate of M/s. Manoj Purbey &
Associates, Company Secretary in Practice, regarding the Compliance of Clause 49 of the
Listing 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 on the Company web
site i.e., www.mflindia.info.
Corporate Governance
Pursuant to Schedule V of the SEBI Regulation the following Reports/Certificates form
part of the Annual Report.
The Report on Corporate Governance.
The Certificate duly signed by Chief Financial Officer on the Financial Statements of
the Company for the year ended March 31, 2023, as submitted to the Board of Directors at
their meeting held on July 14, 2023.
The declaration by the Managing Director regarding compliance by the Board members and
senior management personnel with the Company s Code of
Conduct.
Vigil Mechanism
The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to
provide a formal mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company s Code of
Conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and provides for direct access to
the Chairman of the Audit Committee. It is affirmed that no personnel of the 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 and has adopted a
Policy on prevention, prohibition, and redressal of sexual harassment at workplace 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 prevention and
redressal of complaints of sexual harassment at workplace. The Company is committed to
providing equal opportunities without regard to their race, caste, sex, religion, colour,
nationality, disability, etc. All women associate (permanent, temporary, contractual and
trainees) as well as any women visiting the Company s office premises or women service
providers are covered under this policy. All employees are treated with dignity with a
view to maintain a work environment free of sexual harassment whether physical, verbal, or
psychological.
Directors Responsibility Statement
In accordance with the provisions of section 134(5) the Board confirms and submits the
Director s Responsibility Statement:
a. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures.
b. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent 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 that period.
c. The directors had taken proper and sufficient care for the maintenance of adequate
accounting 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 controls
to be followed by the company and that such internal financial controls are adequate and
were operating effectively.
f. "Internal financial controls" means the policies and procedures adopted by
the company for ensuring the orderly and efficient conduct of its business, including
adherence to company s policies, the safeguarding of its assets, the prevention and
detection of the frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information.
g. 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.
Acknowledgement
The Directors acknowledge with gratitude the support given to the Company by the
dealers, customers and suppliers, shareholders and investors who indeed deserve a special
mention for their faith and confidence reposed by them in the Company.
|
|
By Order of the Board |
|
|
MFL India Limited |
|
Sd/- |
Sd/- |
|
(Anil Thukral) |
(Syed Zameer Ulla) |
Place: New Delhi |
Managing Director |
Director |
Date: 24.07.2023 |
DIN 01168540 |
DIN-07486691 |
+91-9892691696
