Your Directors have pleasure in presenting the 58th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31stMarch 2017.
SUMMARISED FINANCIAL RESULTS
| ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Income ||83.91 ||83.30 |
|Expenditure ||93.33 ||91.33 |
|Profit/(Loss) before Depreciation and Tax ||(9.42) ||(8.03) |
|Depreciation ||4.58 ||4.63 |
|Provision for Taxation: || || |
|Current Tax ||0.07 ||- |
|Profit/(Loss) after Tax ||(14.07) ||(12.66) |
|Balance brought forward from last year ||99.64 ||108.57 |
|Adjustment for depreciation transferred from Revaluation Reserves ||3.73 ||3.73 |
|Balance carried to Balance Sheet ||89.30 ||99.64 |
During the year under review the Company recorded a loss of ' 9.42 lacs beforedepreciation and tax as compared to a loss of ' 8.03 Lacs in the previous year.After providing for depreciation the loss for the year under review was ' 14.07lacs as compared to a loss of ' 12.66 lacs in the previous year.
The Directors do not recommend any dividend for the year under review.
TRANSFER TO RESERVE
No amount is proposed to be transferred to reserves during the year under review.
During the year four Board Meetings were held. Details of the same are covered in theCorporate Governance Report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and Article112 of the Articles of Association of the Company Ms. Drushti Desai (DIN 00294249)Director retires by rotation. She does not seek re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from Independent Directors of the Companyconfirming that they meet with the criteria of independence as per Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
COMMITTEES OF THE BOARD
The Companies Act 2013 provides for the formation and duties of various committees ofthe Board. The Company has in place the required Committees with specific defined rolesduties and responsibilities. Details of the various committees meetings held andattendance at the various committee meetings are given in the Corporate Governance Report.
In accordance with the provisions of the Companies Act 2013 and Regulations of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Committee Nomination &Remuneration Committee and the other Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The Nomination & Remuneration Committee of the Company leads the process for Boardappointments in accordance with the requirements of Companies Act 2013 the Regulationsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and otherapplicable regulations and guidelines. The Board has on the recommendation of theNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration. The Remuneration Policy is availableon the Company's website http://www.mpilcorporation.com/data/Nomination%20and%20Remuneration%20Policy%20&%20Board%20Evaluation%20Policy.pdf
There has been no change in the policy since the last year. The remuneration paid tothe directors is as per the terms laid out in the Nomination & Remuneration Policyadopted by the Company.
The Company has put in place a Whistle Blower Policy to deal with instances of fraudand mismanagement if any. The details of the policy are available on the Company'swebsite http://www.mpilcorporation.com/data/Whistle%20Blower%20Policy.pdf.
No complaint was received by the Company during the year ended 31st March2017.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that:
1) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure;
ii) appropriate accounting policies have been selected and applied consistently and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2017 and of the lossfor the year ended as on that date;
iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) proper internal financial controls have been followed by the Company and that suchinternal financial controls are adequate and are operating effectively; and
vi) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such system are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
A detailed note on internal financial controls is included in the Management Discussion& Analysis.
The Company does not have any subsidiary company or any existing Joint Venture as on 31stMarch 2017.
EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inMGT-9 is annexed to this Report (Annexure 1).
STATUTORY AUDITORS AND AUDIT REPORT
As per Section 139 of the Companies Act 2013 and the Companies (Audit and Auditors)Rules 2014 it is mandatory to rotate the Statutory Auditors on the completion of term asspecified. M/s Lodha & Co. Chartered Accountants Statutory Auditors of the Companyhave completed their tenure of two terms of five years and also an additional period of 3years as stipulated under Companies Act 2013. M/s Lodha & Co. Chartered Accountantswill thus be holding office until the conclusion of ensuing Annual General Meeting and areliable to retire by rotation.
The Audit Committee of the Company in its meeting held on 25th May 2017has proposed and the Board has recommended the appointment of M/s M. D. Pandya &Associates Chartered Accountants (Firm Registration No. 107325W) as the StatutoryAuditors of the Company. M/s M. D. Pandya & Associates shall be appointed for periodof five consecutive financial years from the conclusion of 58th Annual GeneralMeeting of the Company till the conclusion of 63rd Annual General Meeting tobe held in the year 2022 subject to the approval of the shareholders of the company andsubsequent ratification of their appointment by the members at every annual generalmeeting held after the ensuing Annual General Meeting.
Pursuant to Sections 139 and 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received a certificate dated May 19th2017 from M/s M. D. Pandya & Associates Chartered Accountants to the effect thattheir appointment if made would be within the limits laid down by the Act shall be asper the term provided under the Act and that they are not disqualified for suchappointment under the provisions of applicable laws and also that there are no pendingproceedings against them or any of their partners with respect to professional matter ofconduct before the Institute of Chartered Accountants of India or before any competentauthority or any court.
The current Statutory Auditors M/s Lodha & Co Chartered Accountants havesubmitted their Report on the Financial Statements of the Company for the Financial Year2017-18 which forms part of the Annual Report 2017-18. The Notes on Financial Statementsreferred to in the Auditors' Report for the year 2017-18 are self-explanatory. There areno observations qualifications reservations or adverse remarks of the Auditors in theirAudit Reports that call for any explanation from the Directors.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Ragini Chokshi & Co. Practising Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed tothis Report (Annexure
2) . The report does not contain any qualification reservation or adverse remarks.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION ETC.
The provisions of Section 134 the Companies Act 2013 read with the Companies(Accounts) Rules 2014 relating to conservation of energy and technology absorption do notapply to the Company.
During the year under review there were no Foreign Exchange Earnings or Outgoings.
During the year under review the Company has not accepted any fixed deposits from thepublic and as on 31st March 2017 the Company had no unclaimed deposits orinterest thereon due to any depositor.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators or Court orTribunals impacting the Going Concern status and the Company's operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company has complied with the mandatory Corporate Governance requirementsstipulated under Regulations 34 and 53 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The report on CorporateGovernance and a certificate from the Auditors of the Company M/s Lodha & Co.confirming compliance of the conditions of the Corporate Governance requirements areannexed hereto and form part of the Board's Report.
RISK MANAGEMENT POLICY
Risk is an integral and unavoidable component of business and the management iscommitted to managing the risk in a proactive and effective manner. The Company hasadopted a systematic approach to mitigate risk associated with accomplishment ofobjective operations revenues and regulations. The Board of Directors has constituted aRisk Management Committee and framed a Risk Management Policy. The Risk ManagementCommittee meets from time to time to review and identify potential risk areas and steps tobe taken to mitigate such risks. The Risk Management Policy is available on the Company'swebsite http://www.mpilcorporation.com/data/Risk%20Management%20Policv.pdf
PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
Details of contracts and arrangements with related parties in form AOC-2 is annexed tothis Report (Annexure-3).
MANAGEMENT DISCUSSION & ANALYSIS
The year under review has been marked by several historic economic policy developments.On the domestic side a constitutional amendment paved the way for the long-awaited andtransformational Goods and Services Tax (GST) which will be effective from 1stJuly 2017 while demonetisation of the large currency notes signalled a regime shift topunitively raise the costs of illicit activities. On the international front Brexit andthe US elections herald a tectonic shift forebodingly laden with darker possibilities forthe global and even the Indian economy. India seems to have braved the effects ofdemonetisation with the Finance Ministry assuring a growth of 7% growth during the yearwhich will grow over a period of time. India continues to remain the fastest growingdeveloping economy while retaining its GDP growth projection of 7.2% for 2017-18.
OPPORTUNITIES THREATS RISKS AND CONCERNS
The Company is a foreign-owned entity and therefore its activities are restricted andsubject to sectoral caps under the existing FDI regulations. Easing of FDI norms couldoffer investment opportunities in the near future. The Company derives its incomeprimarily from investments in financial instruments. In a falling interest rateenvironment there would be impact on level of earnings and consequently on theprofitability of the Company.
SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE
The Company does not carry on any manufacturing or sales activity and therefore thereare no reportable segments in the company's operations. The surplus funds of the companyare invested in money market instruments which generate investment income. The Companyalso derives income from lease of its assets and business support services. Details ofthese incomes are separately disclosed in the financial statements. The revenues areutilized to maintain the assets of the Company.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an appropriate system of internal control. The Company ensuresadherence to internal control policies and procedures. Internal audit is conducted on aperiodical basis to review internal controls. The Audit Committee of the Board ofDirectors reviews the reports of the internal audits conducted and the adequacy ofinternal control system.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review the Company recorded a loss of ' 9.42 lacs beforedepreciation and tax as compared to loss of ' 8.03 Lacs in the previous year. Afterproviding for depreciation and tax the loss for the year under review was ' 14.07lacs as compared to a loss of ' 12.66 lacs for the previous year. The Company hadunrealised income of ' 143.71 lacs on the investments held as at the end of thefinancial year.
During the year relations with employees remained cordial. As on 31stMarch 2017 the Company had 4 employees on its roll. The Company continues to maintain acore team to maintain the existing assets.
Statements in this Management Discussion & Analysis describing the Company'sobjectives projections estimates and expectations may be a forward looking statementwithin the meaning of applicable laws and regulations. Actual results might differmaterially from those either expressed or implied.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is in receipt of remuneration exceeding the limitprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Disclosure pursuant to Section 197(12) of Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis report (Annexure 4).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. A Complaints Committee has been setup to redress complaints received regardingsexual harassment. All employees (permanent contractual temporary trainees) are coveredunder this policy. No complaint was received by the company during the year ended 31stMarch 2017.
Your Directors take this opportunity to thank the statutory authorities banksshareholders employees and other stakeholders for their valued support.
| ||For and on behalf of the Board of Directors |
| ||R K Raje ||Sanjeev Jain |
|Place: Mumbai ||Director ||Whole Time Director |
|Date: 25th May 2017 ||(DIN 00112003) ||(DIN 00119762) |