The Directors have pleasure in presenting the 28th Annual Report of
the Company together with Audited Accounts for the year ended 31st
March, 2011.
FINANCIAL RESULTS
(Rs. In Lacs)
Particulars_ 2010-2011* 2009-2010
Sales, other income &
prior period income 7598.60 12.93
Profit/(Loss) before
interest, depreciation
and taxation 757.74 (18.07)
Depreciation 514.42 (0.33)
Interest 192.36 NIL
Profit/(Loss) before
taxation 50.96 (18.40)
Less Taxes for earlier
years NIL 0.04
Provision for taxation 10.00 NIL
Profit/(Loss) after
taxation_ 40.96_ (18.44)
Add: Prior period income NIL 0.02
Add : Deferred Tax
Liability reversed 65.76 NIL
Add: Balance b/f
from previous year (558.92) (540.50)
Profit/(Loss) carried
to Balance Sheet_ (452.20) (558.92)
*. Figures for 2010-11 include the figures of Dynamic Movers Private
Limited (Transferor Company)
MANAGEMENT DISCUSSION & ANALYSIS AND REVIEW OF OPERATIONS AND FUTURE
LAW OVERVIEW
The financial statements have been prepared in compliance with the
requirements of the Companies Act, 1956, guidelines issued b y the
Securities and Exchange Board of India (SEBI) and the Generally
Accepted Accounting Principles (GAAP) in India. O r Management accepts
responsibility for the integrity and objectivity of these financial
statements, as well as for the various estimates are judgments used
therein. The estimates and judgments relating to the financial
statements have been made on a prudent arm I reasonable basis, so that
the financial statements reflect in a true and fair manner the form and
substance of transactions, an reasonably present our state of affairs,
profits and cash flows for the year.
INDUSTRY STRUCTURE & DEVELOPMENT
India is today considered as a Sunrise Industry for the logistics
players of the world because of the size of the market and the ui -
tapped potential in the market. The country today is only to the tune
of 3% of the global logistics market. With increased competitive n ,
every market player is keen to make their mark by aiming for the share
of the logistics pie. Influenced by the success of the global players
in the Indian market, the Indian counterparts are also gearing up for
the challenges, by providing a spectrum of services & offerings.
Logistics in the Indian context would mean providing services such as
transportation, warehousing, distribution, order & inventor management.
Logistics costs in India are about 13-14% of GDP, as against 8.7% in
the US, 11% in Europe, 12% in Japan and 18 % in China.
The current market size for the trucking logistics is 50 billion
dollars with around 2.5-3 million trucks moving within the country per
day. Transporters with a feet less than or equal to fve trucks
constitute a share of around 80% of the total revenue in 2009-10 with
the scenario not being very different from 2008-09.
The overall logistics scenario looks quite encouraging with the road
freight industry witnessing a year on year growth rate of 20%.
Similarly the rail & air freight industry also growing every year by
15%. Meanwhile, the sea freight industry growth rate has been 18% and
the express logistics & supply chain logistics promising an
enterprising growth of 35%.
SEGMENT WISE PERFORMANCE
The Company operates in only one segment i.e. Transportation, and
There fore, has no separate reportable segments.
OUTLOOK
Your Company has since last few years taken initiatives to broaden its
feet base to minimize the risks and maximize the gains. In its effort
in this regard, the Company is in talks to acquire two more vessels for
international charter. With expansion of feet the Company would be in a
better position to maximize its gains from the buoyant markets.
RISKS And Concerns
The Company in its endeavor to minimize the risks associated with its
type of business is employing competent team of profession- ales and is
focused towards implementation of modern shore based management
practices.
In order to mitigate the risks the Company has taken various steps to
limit the various factors that emanate risks. These factors include:
Insurance
Proper credit check of the client portfolio
Supporting customers, growth and competitiveness
HUMAN RESOURCES
The Company considers its employees as partners in growth. They have
played a significant role and enabled the Company to deliver superior
performance year after year.
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.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis describing the
Company''s strategies on business, projections and estimates are
forward looking statements. The actual results may vary from those
expressed or implied, depending upon economic conditions, Government
policies, regulations, tax laws and other incidental factors.
IMPORTANT DEVELOPMENTS
SCHEME OF AMALGAMATION
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 the Scheme has been approved
by the Humble High Court, Judicature at New Delhi on 2nd November,
2011 and thereafter on fling of the certified copy of the court order
with Registrar of Companies, NCT of Delhi and Mariana, the entire
assets and liabilities of Dynamic Movers Private Limited were
transferred to MFL India Limited effective from 1 April, 2010
(Appointed Date).
Pursuant to the approved scheme, the MFL India Limited shall, without
any further application or deed, issue and allot shares, credited as
fully paid up, to the extent indicated below :
1(One ) Equity share each of Dynamic Movers Private Limited fully paid
equity shares of the face value of Rs.1/-(Rupee One Only) each held by
the members of the Transferor Company , 2.12 equity shares of
Rs.10/-(Rupees Ten Only) each of Transferee Com- pony credited as fully
paid up in the capital of the Transferee Company.
Change OF name
The name of the company has been changed from My Fair Lady Limited to
MFL India Limited and the same was approved by the shareholders
through Postal Ballot on 15th April, 2011. With the approval of the
Registrar of Companies, NCT of Delhi and Mariana, Ministry of Corporate
Affairs, fresh certificate of Incorporation was issued on May 05,2011.
Change In OBJECTS CLAUSE
During the year under review in terms of Section 17 of the Companies
Act, 1956, the existing Clause III (A) of the Memorandum of Association
of the Company has been amended, with the approval of shareholders and
Registrar of Companies , NCT of Delhi & Mariana, Ministry of Corporate
Affairs.
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 2010-11. 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.
AUDITORS
M/s. SRY & Associates, Chartered Accountants, be and hereby 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.
AUDITORS 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.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 Mr.Anil
Kumar Chaddha, Mr. Viet Aurora, Directors of the Company retires by
rotation, and being eligible, offers himself for re-appointment.
FIXED DEPOSITS
During the year under review the Company has not accepted any money
from the public as Fixed Deposits.
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 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1980 as amended to date.
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
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 & 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 of 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
basis.
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 Kumar
Chaddha) (Vineet Arora)
Date: 1st December, 2011 Director Director
DIn - 00009383 DIn-01518473 |