MFL India Ltd Directors Report.

To

Regd. Office: 94/4, UG-F, UG-9, Village Patparganj, Delhi 110091

The Members,

Your Directors have pleasure in presenting the 36th Annual Report of the Company together with Audited Accounts and the Auditors Report of your Company for the financial year ended on 31st March, 2019.

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 state of affairs, profits and cash flows for the year.

The summarized financial performance for the year ended 31st March, 2019 is as follows:

Financial Results

(Rs. In Lakhs)
Particulars 2018-19 2017-18
Sales, other income & prior period income 91.67 14,743.89
Expense 2,602.28 14,634.94
Profit/(Loss) before exceptional and extraordinary items -2,510.60 108.94
Exceptional items - -
Extraordinary items - -
Profit/(Loss) before taxation -2,510.60 108.94
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 -2,510.60 108.94

Financial Performance

For the financial year ended March 31, 2019, your Company earned Profit/Loss before Tax of Rs.-2,510.60 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 expenditure is Rs. 2602.28 Lakhs.

Number of Board Meeting

Nine Board Meetings were held during the year, as against the minimum requirement of four 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

Dividend

Your Company is not declaring any dividend.

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 Companys Internal Financial 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 internal control over financial reporting (as defined in section 143 of Companies Act 2013) for the financial 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 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 Companys 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

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 the financial year with related parties in the ordinary course of business and on arms length price basis. During the year the Company has not entered into any 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.

Meeting of independent director

During the year under review, an annual Independent Directors meeting was convened on August 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 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 effectively and reasonably Perform their duties,

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 2018-19.

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 NonIndependent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and NonExecutive 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)

Mr. Ajay Kumar Choudhary, Company Secretary and Mr. Anand Kumar, Director of the company resigned w.e.f August 10, 2018 and October 22, 2018 respectively. Your directors placed 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 as Company Secretary of the company w.e.f September 14, 2018 and Mr. Nawab Khan has been appointed 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 offered himself for reappointment. 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, Corporate Social Responsibility 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 2018-2019, there was no hike in remuneration of managing 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 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 Companys 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 Companys 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 Companys 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 appointed as Statutory Auditors of the Company for a period of 5 years and to hold office from the conclusion of 35th Annual General Meeting of the company up to the 40th AGM which will be held in calendar year 2023 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 Auditors 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 Companys ability to continue on going concern basis, as per Auditors Report.

The auditor had made the qualification in their report and cast the doubt on the companys 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 in to 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 2018-19. Your board of directors has reappointed M/s APJ & Company, Chartered Accountants as internal auditor for the Financial 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 and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit Agrawal, 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

Informations 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. Amit Agrawal, Company Secretary in Practice, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed 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 of the Annual Return in Form MGT 9 is annexed herewith as Annexure-5.

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, 2019 as submitted to the Board of Directors at their meeting held on September 5, 2019;

• The declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Companys 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 Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has 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 associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys 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 Directors 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 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 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 companys 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

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