The Directors have pleasure in presenting the 29th Annual Report of
the Company together with Audited Accounts for the year ended 31st
(Rs.In Lacs) (Rs.In Lacs)
Particulars Current Year Previous Year
Sales, other income & prior period income 7750.51 7584.92
Profit/(Loss) before Exceptional and
Extraordinary Items and Tax 52.70 50.95
Exceptional Items - -
Extra Ordinary Items - -
Profit/(Loss) before Tax 52.70 50.95
Less: Current Tax 10.05 10.00
Earlier Year Tax 3.46 -
Add: Deferred Tax (14.54) (65.76)
Profit/(Loss) for the period from
continuing operations 53.72 106.71
Profit/(Loss) for the period from
discontinuing operations - -
Tax Expense of discontinuing operations - -
Profit/(Loss) for the Period 53.72 106.71
During the year under review ,the Authorized share capital of the
company increased from? 16,00,00,000 divided into 1,60,00,000 equity
shares of Rs. 10 each to Rs. 37,00,00,000 divided into 3,70,00,000 equity
shares of Rs. 10 each and issued and paid up equity share capital of the
company increased fromRs. 149,140,000 divided into 1,49,14,000 equity
shares of Rs. 10 each toRs. 36,02,92,000 divided into 3,60,29,200 equity
shares of Rs. 10 each.
As part of the realignment exercise, the Company has completed Scheme
of Amalgamation with M/s Dynamic Movers Private Limited.
Your Directors are pleased to inform that pursuant to the order dated
2nd November , 2011, passed by the Hon''ble High Court of Delhi, and in
accordance with the Scheme of Amalgamation with M/s. Dynamic Movers
Private Limited 2,11,15,200 Equity Shares of the Company be allotted to
the shareholders of M/s. Dynamic Movers Private Limited , details as
No. Name of the
Allottee(s) Address Equity Shares
Allotted Distinctive nos
From - To
1. Mr. Anil
Thukral G-504, Vill:
Fazilpur,Jharsa, 2,00,38,240 14914001 to
2. Mrs. Sheetal
Thukral G-504, Vill:
Fazilpur,Jharsa, 10,43,040 34952241 to
3. Mr. C.P Thukral 343, Sector-37,
Noida, Distt- 33,920 35995281 to
Gautam Budh Nagar,UP
LISTING OF EQUITY SHARES
The Equity shares of the company continue to be listed on Bombay Stock
Exchange Limited (BSE). The requisite annual listing fees have been
paid to this exchange.
SHARES UNDER COMPULSORY DEMATERIALIZATION
The Equity shares of your company are included in the list of specified
scripts where delivery of shares in dematerialized (demat) form is
compulsory, if the same are traded on a stock exchange, which is linked
to a depository. 3,42, 20,671 (94.98 in %) Equity shares of the company
were held in demat form as on March 31st, 2012.
In accordance with the provisions of the Companies Act, 1956 Mr.
Devendra Manchanda, Mr. Palakuzhill Vergese Mohan and Mr. Sudhir Kumar
Sharma, Directors of the Company retires by rotation, and being
eligible, offers himself for re-appointment.
During the year under review the Company has not accepted any money
from the public as Fixed Deposits.
TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(B) OF THE COMPANIES
For the financial year ended 31st March, 2012, the Company had not
transfer any sum to Reserves. Therefore, your Company pro- poses to
transfer the entire amount of profit to Profit and Loss Accounts of the
DIVIDEND IN TERMS OF SECTION 217(1)(C) OF THE COMPANIES ACT, 1956
In order to conserve the profits of the business of the company, to meet
the growing funding requirements, your directors have not recommended
any dividend for the year under report.
DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956
Except as disclosed elsewhere in this report, there have been no
material changes and commitments which can affect the financial position
of the Company occurred between the end of the financial year of the
Company and date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
Information u/s 217(1) (e) of the Companies Act, 1956 read with
Companies (Disclosures of Particulars in the Report of Board of
Directors) Rules, 1988 is furnished in Annexure A and forms part of
PARTICULARS OF EMPLOYEES
No employee of the Company is covered under section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1980 as amended to date.
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 & Associates, Company Secretary in
Practice, regarding the Compliance of Clause 49 of the Listing
Agreement is enclosed herewith and form part of Directors'' Report.
DIRECTORS'' RESPONSIBILTY STATEMENT
In terms section 217(2AA) of the Companies Act, 1956 your directors
confirms as under:
1. That the preparations of Annual Accounts, the applicable accounting
standards have been followed and no materials departures have been
made from the same.
2. That they have selected such accounting policies and applied them
consistently, except where changes have been made and disclosed
appropriately and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of state affairs of the
Company at the end of profit or loss of the Company that period.
3. That they have taken proper and sufficient care for maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for the safeguarding the assets of the company and
preventing and detecting fraud and other irregularities.
4. That they have prepared the Annual Accounts on a going concern
BUY BACK OF SHARES
The Company has not made any offer to Buy Back its shares.
M/s. SRY & Associates, Chartered Accountants, be here by appointed as
statutory auditors of the Company. The Company has received a
certificate under section 224(1B) of the Companies Act, 1956 to the
effect that their appointment, if made, will be within the prescribed
limit. The Audit Committee has also recommended their re-appointment.
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.
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 Kumar Chaddha) (Vineet Arora)
Date: 1st September, 2012 Director Director
DIn – 00009383 DIn-01518473