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M B Parikh Finstock Ltd.

BSE: 526935 Sector: Financials
NSE: N.A. ISIN Code: INE377D01018
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OPEN 7.00
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VOLUME 200
52-Week high 8.36
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 7.00
Buy Qty 300.00
Sell Price 7.47
Sell Qty 29.00
OPEN 7.00
CLOSE 7.12
VOLUME 200
52-Week high 8.36
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 7.00
Buy Qty 300.00
Sell Price 7.47
Sell Qty 29.00

M B Parikh Finstock Ltd. (MBPARIKHFINS) - Director Report

Company director report

[(Disclosure under Section 134(3) of the Companies Act 2013)

{Read With Companies (Accounts) Rules 2014}]

Dear Shareholders

Your Directors are presenting the 23rd Annual Report of your Company and theAudited Financial Statements for the year ended 31st March 2017.

1. FINANCIAL RESULTS:

Particulars For the year ended 31.03.2017 For the year ended 31.03.2016
Revenue from Operations 89.54 104.62
Profit/(Loss) before taxation 14.56 15.76
Profit/ (Loss) for the year carried to Balance Sheet 12.21 13.44

SHARE CAPITAL

During the year under review:

a. No Equity shares have been issued with differential voting rights. Hence nodisclosure is required in terms of Rule 4 (4) of Companies (Share capital and Debentures)Rules 2014.

b. No issue of Sweat Equity Share has been made. Hence no disclosure is required interms of Rule 8 (13) of Companies (Share capital and Debentures) Rules 2014.

c. There was no issue of Employee Stock Option. Hence no disclosure is required interms of Rule 12 (9) of Companies (Share capital and Debentures) Rules 2014.

d. There was no provision made by the Company for any money for purchase of its ownshares by employees or by trustees for the benefit of employees. Hence no disclosure isrequired in terms of Rule 16 (4) of Companies (Share capital and Debentures) Rules 2014.

e. The issued subscribed and paid up share capital of tire Company as on 1stApril 2016 at Rs. 300 Lacs divided into 3000000 shares at Rs.10 each remained unchangedas on 31st March 2017.

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company revenue stood at Rs. 89.54 as againstRs.104.62 Lacs in the previous year. The Company has earned a Net profit of Rs.12.21 ascompared to the Profit of Rs.13.44 Lacs during the previous accounting year.

3. DIVIDEND:

With a view to conserve resources of your company Directors do not recommend anydividend on Equity Shares for the year under review.

4. RESERVES;

Your Directors proposed to transfer a sum of Rs. 1220951/- to General Reserve makingGeneral Reserves amount to Rs.9260191/- as at 31.03.2017.

5. LOANS GUARANTEE & INVESTMENTS:

The company has not given any loans and has not made investment except as disclosed inthe financial statements of the Company during the year.

6. DEPOSITS:

The Company has never accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter V of the Act.

7. RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Companies Act 2013 and listingregulation. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at Large. Hence no separate annexurein Form No. AOC -2 in terms of Section 134 of theAct read with Rule 8 of the Companies(Accounts) Rules 2014 is given. All related party transactions are presented to the AuditCommittee and the Board if required for approval. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature. Related party transactionspolicy as approved by the Board is uploaded on the Company^ website at the web link:http://wwwmb pfin.com.

8. INTERNAL FINANCIAL CONTROLS:

Your Company has Adequate Internal financial Control System at all levels of Managementand they are reviewed from time to time. The Internal Audit is carried out in house aswell as by a firm of Chartered Accountants. The Audit Committee of the Board looks intoInternal Auditor's review which is deliberated upon and corrective action taken whereever required.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors and Key Managerial Personnel

Further there were no changes in Directors by way of appointment re-designationdeath Or disqualification variation made or withdrawn.

Mrs. Monalisa Digant Parikh (DIN 00294485) who is liable to retire by rotation at theensuing Annual General Meeting and being eligible seek reappointment pursuant to Section152 of the Companies Act 2013.

B) Declaration by an Independent Director(s) and re-appointment if any

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).

10. RISK MANAGEMENT POLICY:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

11. SURRENDER OF NSE MEMBERSHIP

New clients coming but it's more of EPO clients less traders. Average Brokerage perclient per month is reducing. Cost of operations is increasing particularly salary andcompliance. Slowly it's becoming more of brokerage execution services. Under thecircumstances the Board of Directors at the meeting on 29th April decided to surrender NSEmembership. Necessary formalities are under way

12. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and other Comother Committees. The same is found to be satisfactory.

13. BOARD MEETINGS:

During the year under revievy the Company has conducted 4 (Four) Board Meetings on 23rdApril 2016 13th August 2016 12th November 2016 and 4th February 2017.

Attendance No. of Meeting Attended Last AGM 13.08.2016 Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee
Total meetings 4 4 3 4
*Mr. Mahesh Parikh 4 Yes 4 3 4
Mrs. Sudha P. Kapadia n O - - - -
*Mr. Lalit P. Dalal 4 Yes 4 Yes 4 3 4
‘Mr. Govind D. Rathi ra O Yes a o 3 3
Mr. Jitendra Sharma 1 No - - -
Mrs. Monalisa D. Parikh 4 Yes - - -

* Members of Audit Committee (Mr. Lalit E Dalai is chairman)

* Members of Nomination & Remuneration Committee (Mr. Lalit E Dalai is chairman)

* Members of Stakeholders Relationship Committee (Mr. Lalit E Dalai is chairman)

14. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section92 of the Companies Act 2013 an extract of the annual return in form No MGT - 9 isappended as Annexure 1 of the Board's Report.

15. AUDITORS

M/s. B. R. Eancholi & Co. Chartered Accountants Vadodara retiring Auditors doesnot offer themselves for re-appointment Further the "Board in their meeting held on29* April 2017 decided to appoint M/s. A Yadav & Associates Chartered Accountantswho has given their consent to act as 3La LuLory auditors and being eligible to appoint.Member are requested to appoint the auditors and to fix their remuneration. The report ofthe Statutory Auditors does not contain any qualification reservation or adverse remarkor disclaimer which requires anyfurther comments or explanations in this Report. The Notesto the Financial Statements are also self explanatory and do not call tor any furthercomments.

16. SECRETARIAL AUDIT

The Board of Director have appointed M/s. Sanjay Dholakia & Associates FractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2016-17 asrequried under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2016-17 forms part of the Directors'Report as Annexure 3.

17. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in nature of business.

18. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes having taken place affecting the financial position ofthe Company from the date of closure of financial year till the signing of Accounts.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3)shall state that:-

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors further state that they have laid down internal financial controlsto be followed by the company and that such internal financial controls are adequate andwere operating effectively

(vi) the directors had devised proper systems to ensure compliance with The provisionsof all applicable laws and that such systems were adequate and operating effectively

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE EARNINGSAND OUTGOINGS:

The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings is given below:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive efforts have been made to conserveenergy by utilizing energy- efficient equipments.

ii. The steps taken by the Company for utilising alternate sources of energy:

The Company is using electricity as the main source of energy and is currently notexploring any alternate source of energy.

iii. The capital investment on energy conservation equipments:

Not applicable

Your Company firmly believes that our planet is in dire need of energy resources andconservation is the best policy

B. Technology absorption:

(i) The efforts made towards technology absorption:

Indigenous/Locally available raw materials are utilized to gain maximum advantage.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution:

Utilisation of indigenous raw material has led to cost reduction.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

No technology has been imported by the Company

(iv) The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:
Current Year Previous Year
Foreign Exchange Earnings and Outgo NIL NIL

22. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable as the Company is not falling under the said parameters.

23. NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and Remuneration Committee pursuant to Section178(1) of the Companies Act 2013 and has defined the policy on Director's appointment andpayment of remuneration including criteria for determining qualifications positiveattributes independence of a Director.

24. AUDIT COMMITTEE:

The Audit Committee comprises of namely Mr. Lalit Dalai (Chairman) and Mr. Govind Rathiand Mr. Mahesh Parikh Directors as other members. The recommendations of the AuditCommittee is always welcomed and accepted by the Board and all the major steps impactingthe financials of the Company are undertaken only after die consultation of the AuditCommittee.

25.STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee comprises of Mr. Lalit Dalai IndependentDirector acts as die Chairman of the Committee and Mr. Govind Rathi and Mr. Mahesh ParikhDirector as the members of the Committee. The role of the Committee is to approve/ratifytransfer of securities and look into share transmission rematerialization anddematerialization of shares and to consider and resolve securities holders'complaint. Themeetings of the Committee are held on periodical basis and the complaints are respondedwithin the time frame provided.

26. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises of Mr Lalit Dalai Independent Director actsas the Chairman of the Committee and Mr. Govind Rathi and Mr. Mahesh Parikh Director asthe members of die Committee.

27. VIGIL MECHANISM:

Pursuant to section 177(9) read with Rule 7 (Meeting of Board and its Power) Rules2014 your company has duly established Vigil Mechanism for Directors and employees toreport concerns about unethical behaviour actual or suspected fraud or violation ofcompany's code of conducts or ethics policy Audit Committee of the Board monitors andoversees the vigil mechanism.

The detailed policy related to this Vigil Mechanism is available in the Company'swebsite at wwrvmbpfin.com

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review asstipulated in Regulation 34 read with part B of Schedule V of Listing Regulations enteredinto with the Stock Exchanges is set out in a separate section forming part of DirectorReport as Annexure 2.

29. CORPORATE GOVERNANCE:

In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V are not applicableto the Company and hence the same is not given in the Report. However the Companycontinues to adheres the best practices prevailing in Corporate Governance and follows thesame in its true spirit.

30. MANAGERIAL REMUNERATION:

The information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors' Report for the year ended 31st March 2017 is given in aseparate Annexure to this Report.

The above Annexure is not being sent along with this Report to the Members of theCompany in line with the provision of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office and the Corporate Office of the Company. The aforesaid Annexure is alsoavailable for inspection by Members at the Registered Office of the Company before the 23MAnnual General Meeting and upto the date of the ensuing Annual General Meeting during thebusiness hours ou working days.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the equity shares of the Company.

31. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

32. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and

Redressal) Act 2013 read with Rule 14 the internal committee constituted under thesaid act has confirmed that no complaint/case has been fded/pending with the Companyduring theyear.

33 LISTING OF SHARES:

The Company's shares are listed at Bombay Stock Exchange Ltd. Listing fees to BSE ispaid.

34. INSURANCE:

All the assets of the Company are insured.

35. HUMAN RESOURCE:

The relationship of your company with its employees remained cordial throughout theyear. The Company is paying full attention in the development of Human Resources at alllevels by group discussions job related training etc.

36 ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and stakeholders.

For and on Behalf of the Board of Directors

Mr. Mahesh Bhogilal Parikh

Chairman and Managing Director

(Din 00212486)

Place: Mumbai

Date: 29th April 2017.