Directors Report of MFL India Ltd.

Mar 31, 2015

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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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 31th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. In Lacs) (Rs. In Lacs) Particulars Current Year Previous Year 2013-14 2012-13

Sales, other income & prior 11058.73 9045.00 period income

Profit/(Loss) before Exceptional 133.21 107.64 and Extraordinary Items and Tax

Exceptional Items - -

Extra Ordinary Items - -

Profit/(Loss) before Tax 133.21 107.64 Less: Current Tax 28.22 21.54

Earlier Year Tax 21.29 -

Add: Deferred Tax 15.74 63.34

Profit/(Loss) for the period from 67.95 22.76 continuing operations

Profit/(Loss) for the period from discontinuing operations -

Tax Expense of discontinuing operations -

Profit/(Loss) for the Period 67.95 22.76

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 And Clouse 49 of listing agreement Mr. Anil Thukral, Director of the Company retires by rotation, and being eligible, offers himself for re-appointment.

It is further confirm that none of the above director are disqualified under section 164 (2) of companies act, 1956

FIXED DEPOSITS

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 ACT, 1956

For the financial year ended 31st March, 2014, the Company had not transfer any sum to Reserves. Therefore, your Company proposes to transfer the entire amount of profit to Profit and Loss Accounts of the Company.

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 UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

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.

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 basis.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

AUDITORS

M/s. SRY & Associates, Chartered Accountants, resign at the ensuing Annual General Meeting and , AM & Associates, SCO 11,12, IInd Floor, Sector 15, Part 2 Gurgaon 122001, are appointment as statutory auditors of the Company for the financial year 2014-15, 2015-16, 2016-17. The Company has received a certificate under section 141 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 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.

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: 5th September, 2014 Director Director DIN - 01168540 DIN - 01168506

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Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 30th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS



(Rs. In Lacs) (Rs. In Lacs)

Particulars Current Year 2012-13 Previous Year 2011-12

Sales, other income & prior period income 9045.00 7750.51

Profit/(Loss) before Exceptional and Extraordinary 107.64 52.70

Items and Tax

Exceptional Items - -

Extra Ordinary Items

Profi t/(Loss) before Tax 107.64 52.70

Less: Current Tax 21.54 10.05

Earlier Year Tax - 3.46

Add:Deferred Tax 63.34 (14.54)

Profi t/(Loss) for the period from continuing operations 22.76 53.72

Profit/(Loss) for the period from discontinuing operations

Tax Expense of discontinuing operations

Profi t/(Loss) for the Period 22.76 53.72

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 Mr. Anil Thukral, Director 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.

TRANSFER TO RESERVES IN TERMS OF SECTION 217(1)(B) OF THE COMPANIES ACT, 1956

For the fi nancial year ended 31st March, 2013, the Company had not transfer any sum to Reserves. Therefore, your Company pro- poses to transfer the entire amount of profi t to Profi t and Loss Accounts of the Company.

DIVIDEND IN TERMS OF SECTION 217(1)(C) OF THE COMPANIES ACT, 1956

In order to conserve the profi ts 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 fi nancial position of the Company occurred between the end of the fi nancial year of the Company and date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO UNDER SEC- TION 217(1)(E) OF THE COMPANIES ACT, 1956

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.

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 Certifi cate 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 confi rms as under:

1. That the preparations of Annual Accounts, the applicable accounting standards have been followed and no materials depar- tures 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 profi t or loss of the Company that period.

3. That they have taken proper and suffi cient 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.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

AUDITORS

M/s. SRY & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as statutory auditors of the Company for the fi nancial year 2013-14. The company has received a certifi cate 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.

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 clarifi cations. The suggestion given by them have taken note for future operation.

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 confi dence reposed by them in the Company.



By order of the Board

For MFL India Limited

Place: New Delhi (Anil Thukral) (Sheetal Thukral)

Date: 5th September, 2013 Director Additional Director

DIN - 01168540 DIN-01168506

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Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs.In Lacs) (Rs.In Lacs)

Particulars Current Year Previous Year 2011-12 2010-11

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

IMPORTANT DEVELOPMENTS

SHARE CAPITAL

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 given below:

S 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 34952240 Gurgaon,Haryana

2. Mrs. Sheetal Thukral G-504, Vill: Fazilpur,Jharsa, 10,43,040 34952241 to 35995280 Gurgaon,Haryana

3. Mr. C.P Thukral 343, Sector-37, Noida, Distt- 33,920 35995281 to 36029200 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.

DIRECTORS

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.

FIXED DEPOSITS

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 ACT, 1956

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 Company.

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 this report.

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 basis.

BUY BACK OF SHARES

The Company has not made any offer to Buy Back its shares.

AUDITORS

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.

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.

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 September, 2012 Director Director

DIn – 00009383 DIn-01518473

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Particulars 2009-2010(Rs. in lacs) 2008-09 (Rs. in lacs)

Sales, other income & prior period income 12.92 24.00

Profit/(Loss) before interest, depreciation and taxation (18.07) (13.65)

Depreciation (0.33) (1.71)

Profit/(Loss) before taxation (18.40) (15.36)

Provision for taxation 0.00 0.00

Profit/(Loss) after taxation (18.44) (15.36)

Add: Prior period income 0.02 NIL

Add: Balance b/f from previous year (540.50) (524.97)

Profit/(Loss) carried to Balance Sheet (558.92) (540.50)

MANAGEMENT DISCUSSION &ANALYSISANDREVIEWOF OPERATIONS AND FUTURE LAW

The old management has handed over the charge to the new management under the supervision of Mr. Vineet Arora and Mr. Anil Kumar Chaddha. The new management is in the process of starting the new activities in the companies. The new management is in the process of converting the other objects into main objects. Further the new management is exploring the opportunities with Strategic Investors for infusion of funds to the company. The new management is also in the process of infusion of the funds in to the Company.

DIVIDEND

Due to the losses incurred, no dividend is recommended for the financial year 2009-2010.

AUDITORS

M/s. Chandiwala Virmani & Associates, Chartered Accountant, not to be appointed as Statutory Auditors of the company because of their unwillingness to continued in the office of the Auditors of the company."

M/s. SRY & Associates, Chartered Accountants, be appointed as statutory auditors of the Company. The Company has received a certificate under section 224(1 -B) of the Companies Act, 1956 to the effect that their appointment, if made, will be within the prescribed limit.

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. Karan Chopra, Director of the Company retires by rotation, and being eligible, offers himself for re-appointment.

During the year under review Mr. S.C. Chhibber & Mr. N.K. Anand resigned from Board of Directors and Mr. Pradeep Gupta & Mr.Shyam Mohan Gupta have been appointed as independent directors. They have also resigned from the Board of Directors. After that Mr. Devendra Manchanda, Mr. Sudhir Kumar Sharma and Mr. Palakuzhiil Verghese Mohan have been appointed as Independent directors of the company Further, during the year under review Mr. Anil Kumar Chaddha and Mr. Vineet Arora have been appointed as promoter directors of the company.

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 RESPONSIBILITY 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 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 the Order of the Board

For My Fair Lady Limited

Place: New Delhi (Karan Chopra) (S.N.Chopra)

Date: 8th June, 2010 Director Managing Director