| Dear Members
The Directors have pleasure in presenting the 32th Annual Report of
the Company together with Audited Accounts for the year ended 31st
March, 2015.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars 2014-15 2013-2014
Sales, other income & prior
period income 12683.24 11057.76
Profit/(Loss) before exceptional
and extraordinary items 139.27 133.21
Exceptional items - -
Extraordinary items - -
Profit/(Loss) before taxation 139.27 133.21
Less: Current Tax 27.83 28.22
Earlier Year Tax 16.37 21.29
Add: Deffered Tax Assets 24.36 15.74
Profit/(Loss) for the period from
continuing operations 70.71 67.95
Profit/(Loss) for the period from
discontinuing operations - -
Tax expenses of discontinuing operations. - -
Profit/(Loss) for the period 70.71 67.95
FINANCIAL PERFORMNCE
The company has sales of Rs 1,26,83,23,590/- in the current year as
compared to last year sales Rs 1,10,57,75,658/- .
NUMBER OF BOARD MEETING
Eleven 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
17/04/2014 5 2 Directors
16/05/2014 5 2 Directors
17/05/2014 5 2 Directors
01/07/2014 5 2 Directors
14/08/2014 5 2 Directors
05/09/2014 5 2 Directors
12/11/2014 5 2 Directors
31/12/2014 5 2 Directors
14/02/2015 5 2 Directors
02/03/2015 5 2 Directors
23/03/2015 | 5 2 Directors
Dividend
Your Company is in a phase of development where it is financially
prudent to build up a healthy reserve base so as to serve as a source
for meeting the financial requirements of the company for the
effectuation of its plans in the years to come.
It is keeping with this financial policy that your directors have
decided to plough back the profits of the company into its business
rather than declaring dividend for the financial year 2014-15. It is
felt that a sound financial base in the company would in the long run
lead to improved share valuations, culminating into maximization of
returns for the shareholders.
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
In current year there are no related party transactions.
MEETING OF INDEPENDENT DIRECTOR
During the year under review, an annual Independent Directors meeting
was convened on March 16, 2015, 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.
DECLARATION BY THE INDEPENDENT DIRECTORS
The company has received the qualification statement from the
independent directors as per section 149(6) of the companies act, 2013.
EVALUATIONS OF DIRECTORS, BOARD AND COMMITTEES
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, taking into account 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.
KEY MANAGERIAL PERSONNEL
During the year under review, the Company has designated following
personnel as KMPs as per the definition under Section 2(51) and Section
2013 of the Act.
* Mr. Anil Thukral, Managing Director
* Mr. Arun Kapoor, Chief Financial Officer.
* Mr. Kulbhushan Verma, Company Secretary.
REMUNERATION POLICY
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 last year, the remuneration was hike of managing Director
and whole time director.
Name of Director Designation Existing Revised
Remuneration Remuneration
Anil Thukral Managing Director 1,00,000 P.M 1,10,000 P.M
Sheetal Thukral Whole Time Director 50,000 P.M 60,000 P.M
ADEQUACY OF INTERNAL CONTROLS
The Company has adequate and effective internal control systems
commensurate with the size of its operations and has complied with the
various statutes of the Government and statutory authorities.. Internal
Audit has been entrusted to an external auditor and periodical review
is being carried out. The Audit Committee meets regularly to review the
adequacy of internal controls.
INSURANCE AND RISK MANGEMENT
The Company has in October 2014 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 organisation. 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 there are no ESOPs and ESPs.
AUDITORS
M/s. AM & Associates, Chartered Accountants, be appointed as statutory
auditors of the Company. The Company has received a certificate under
section 139 of the Companies Act, 2013 to the effect that their
appointment, if made, will be within the prescribed limit. The Audit
Committee has also recommended their re-appointment.
AUDITOR'S REPORT
The Auditors in their report have referred to the notes forming parts
of Accounts. The said notes are self-explanatory and need not require
any further clarifications. The suggestion given by them have taken
note for future operation.
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 Nitin Grover & Co., a firm of Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit is annexed herewith as
Annexure-6. The Secretarial Audit Report does not contains any
qualifications, reservation or adverse remarks.
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 its shares.
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. Nitin Grover & Company , 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.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) the Board confirm
and submit the Director's Responsibility Statement:-
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures:
2. 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;
3. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records for safeguarding the assets
of the company.
4. The directors had prepared the annual accounts on a going concern
basis.
5. The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
"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.
6. 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.
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 behavior, 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 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 ND 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 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.
LISTING FEES
The Company has paid listing fees to BSE before 30th April, 2015.
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
Place: New Delhi (Anil Thukral) (Sheetal Thukral)
Date: 4th September, 2015 Managing Director Whole Time Director
DIN - 01168540 DIN - 01168506
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