The Members of
Muller & Phipps India Limited
Your Directors present the NINETY EIGHTH ANNUAL REPORT of your Company togetherwith the Audited Financial Statements of Accounts for the year ended 31st March 2015.
1. FINANCIAL RESULTS
| || ||Amount (Rs.lacs) |
|Particulars ||2014-15 ||2013-14 |
|Gross Sales ||452.99 ||368.61 |
|Profit// (Loss) after interest and Finance Charges ||(27.77) ||(21.13) |
|Provision for Depreciation ||0.75 ||2.53 |
|Net profit/ (Loss) before exceptional item and tax ||(28.52) ||(23.66) |
|Add/ Less Exceptional Items ||73.00 ||- |
|Provision for taxation ||0.25 ||- |
|Prior period adjustments ||- ||(0.89) |
|Profit/(Loss)for the year ||44.23 ||(22.77) |
|Add: Profit/(Loss) Balance brought forward from Previous Year ||(821.06) ||(798.29) |
|Balance available for appropriation ||(776.83) ||(821.06) |
During the year sales were Rs. 452.99 Lakh against Rs.368.61 Lakh in the previous year.Our continued efforts in lining up alternate products and to upgrade the existing productsales and margin thereon has marginally improved but did not succeed to our expectationbecause rough market condition for consumer products and incremental input cost on inhouse brands.
2. TRANSFER TO RESERVES
Due to carried forward losses in previous year the Company has adjusted the currentyear profit in the carried forward losses.
In the view of carried forward losses Directors do not recommend any dividend for theyear under report.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company. The Company isengaged in trading and distribution of Cosmetics and Toiletries and medicatedPreparations.
5. THE STATE OF COMPANY AFFAIRS -MANAGEMENT ANALYSIS
The year under review the growth has been satisfactory .However there has been downword trend in the coming year on account lower demand and higher competition.
6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THEBOARD REPORT
There has been no material changes and commitments affecting financial position betweenend of the financial year and the date of the report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS
There are adequate internal control procedures commensurate with the size of theCompany and the nature of its business for the purchase of inventory and fixed assets andfor the sale of goods.
8. DETAILS OF SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY:
|Name of the Company ||CIN ||% of shares held |
|Muller and Phipps Industrial Services Limited ||U74140MH1988PLC047489 ||100% |
|Muller and Phipps Agencies Limited ||U51900MH1981PLC025416 ||100% |
9. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THECONSOLIDATED FINANCIAL STATEMENT
|Particulars ||Muller and Phipps Agencies Limited ||Muller and Phipps Industrial Services Limited |
|Date of Incorporation ||12-Oct-1981 ||26-May-1988 |
|Percentage of Capital held by the Company ||100% ||100% |
|Reporting period of subsidiary ||NA ||NA |
|Authorised share capital ||Rs. 500000/- ||Rs. 500000/- |
|Paid-up share capital ||Rs. 500000/- ||Rs. 500000/- |
|Revenue ||Rs.32340/- ||Rs.24446/- |
|Profit/(Loss) before Tax ||(Rs.138/-) ||(Rs.956/-) |
|Taxes ||NIL ||NIL |
|PAT ||(Rs.138/-) ||(Rs.956/-) |
|Companies share in profit / (Loss) ||100% ||100% |
10. ASSOCIATE COMPANY AND JOINT VENTURE
As on the date of this Report there is no Associate Company or joint venture company..
11. FIXED DEPOSITS
The Company has not accepted any Fixed deposit during the financial year 2014-15.
Appointment of Statutory Auditors
M/s Ford RhodesParks & Co Chartered Accountants Mumbai bearing ICAIRegistration No.102860W who hold office as Auditors of your Company upto the conclusion ofthe forthcoming Annual General Meeting offer themselves for the reappointment beingeligible. A certificate has been obtained from them pursuant to Section 141(3)(g) of theCompanies Act 2013 to the effect that their appointment if made would be within thelimits provided therein
13. AUDITORS REPORT: Directors note on Auditors qualifications
The Directors have noted the remark about the maintenance of Fixed Assets Register anddetails for verification of the same in the reports of Statutory Auditors and assure toundertake the completion of the record appropriately. The Directors are hopeful ofpositive outcome of efforts to revive the business with additional products in near futurewhich will help company to be profitable again. Accordingly the Directors had preparedthe annual accounts on a going concern basis.
14. SHARE CAPITAL
During the year under report the Company has not issued any shares.
15. NOMINATION AND REMUNERATION COMMITTEE RISK MANAGEMENT COMMITTEE OR ANY OTHERCOMMITTEE
The provisions pertaining to Corporate Governance do not apply to the Company and hencethere is no requirement of constitution of any Committee.
16. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return prepared in Form MGT-9 in pursuance of Section 92 ofthe Companies Act 2013 is annexed and forms part of this Report.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The nature of business being dealing in consumer products retailing providinginformation with regard to conservation of energy and technology absorption as requiredunder Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 and forming part of thisReport does not arise for your Company.
Foreign exchange earned in terms of actual inflows during the year and the foreignexchange outgo during the year in terms of actual outflows as per Table below:
| || ||Amount in Rs. |
|Particulars ||2014-15 ||2013-14 |
|Foreign Exchange Earnings in terms of actual inflows ||Nil ||Nil |
|Foreign Exchange Outgo in terms of actual outflows -Travel expenses (Note 30) ||24591 ||Nil |
18. CORPORATE SOCIAL RESPONSIBILITY
Since the Companys net worth as well as its net profits are both below theminimum prescribed limits the provisions of clause (o) of Section 134(3) of the CompaniesAct 2013 read together with Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 do not apply and hence disclosures on Corporate Social Responsibility are notrequired to be given.
In terms of the Articles of Association of the Company Mr.Milan Dalal retire at theensuing Annual General Meeting and being eligible offers himself for the reappointment.
During the year under report Mrs Kamlini C Maniar was appointed Additional Director inthe category of Woman Director in compliance of the provisions of the Listingrequirements.
The Company has received notices in writing from some members proposing thecandidatures of Mrs Kamlini C Maniar for appointment as Independent Director. The Companyhas received individual declaration from Mrs Kamlini C Maniar confirming her eligibilityto be appointed as Independent Director as prescribed under of Section 149(6) of theCompanies Act 2013.
Your Directors recommend the appointments above mentioned Directors.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2014-2015 the Board of Directors met 6(six)times as per table below inthe year 2014-15
|First Quarter ||Second Quarter ||Third Quarter ||Fourth quarter |
|April 2014 to June 2014 ||July 2014 to September 2014 ||October 2014 to December 2014 ||January 2015 to March 2015 |
|17/05/2014 ||14/08/2014 22/09/2014 ||14/11/2014 ||13/02/2015 31/03/2015. |
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the register maintained under Section 189 of the Companies Act2013 and hence no information is required to be furnished.
Details of investments in all bodies corporate are given in Note 12 in the FinancialStatements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Companys contracts or arrangements with related parties of which the detailsare given in Note No.35 of the Financial Statements.
a Holding Company:
Development Holding Asia Ltd.
Muller and Phipps (Industrial Services) Ltd.
Muller and Phipps Agencies Ltd.
b Other parties where the company has entered in transaction during the year FellowSubsidiary:
Getz Bros. Company Limited
Foods and Inns Ltd.
Western Press Pvt Ltd.
The Bombay Swadeshi Stores Ltd.
c Directors and their Relatives:
Mr. Utsav Dhupelia - Director
Mrs. Pallavi Dhupelia - wife of Director
Details as per Annexure 2 attached:
23. MANAGERIAL REMUNERATION
The company does not have any appointment in this category in the year under review.
24. SECRETARIAL AUDIT REPORT AND COST AUDIT REPORT
M/s Sanjay Soman & Associates Company Secretaries in Whole-time Practice Mumbaiwere appointed Secretarial Auditors of the Company by the Board pursuant to theprovisions of Section 204 of the Companies Act 2013 and the Rules made thereunder.
The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is attached inAnnexure 3 and forms part of this Report.
Directors have noted the qualifications reported in the said Report and submit thefollowing replies: does not contain any qualification reservation or adverse remark ordisclaimer.
1. The Company will undertake to regularize the appointments of The IndependentDirectors and Compliance officer as per provisions of Sec 149(4) of listing agreement.
2. The Company also undertakes to keep record for the purpose of monitoring the changesin the shareholdings as required under section 93 of the Companies Act 2013 for thepurpose of reporting the same in MGT 10 within stipulated time from such change. in top 10shareholders including the promoters.
3. The Directors have already noted and assured completion of the records pertaining toFixed Assets.
Given the nature of the Companys activities the provisions relating tosubmission of Cost Auditors Report do not apply to the Company.
25. CORPORATE GOVERNANCE CERTIFICATE
The provisions pertaining to Corporate Governance do not apply to the Company and hencethe Company is not required to furnish any certificate with regard to CorporateGovernance.
26. RISK MANAGEMENT POLICY
The provisions pertaining to Corporate Governance do not apply to the Company and hencethe Company is not required to furnish any report regarding Risk Management Policy.
27. PARTICULARS OF EMPLOYEES
During the year under report there was no employee of the category mentioned inSection 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975 and hence information in this regard is not required to befurnished.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: Rule8 (5)(vii) of the Companies (Accounts) Rules 2014
There were no instances during the year attracting the provisions of Rule 8 (5)(vii) ofthe Companies (Accounts) Rules 2014.
However the details of litigations pending the finalresult as per note 27 of financialstatements are disclosed Under Contingent liabilities.
29. DIRECTORS RESPONSIBILITY STATEMENT
As required under 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;
2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the financial year covered underthis Report and of the profit of your Company for the year;
3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;
4. The Annual Accounts have been prepared on a going concern basis. by the Company andthat such
5. They have laid down internal financial controls are adequate and were operatingeffectively.
6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.
Your Directors wish to place on record their appreciation of the co-operation anddiligent efforts of the employees of your Company.
| ||FOR AND ON BEHALF OF THE BOARD || |
| ||Utsav Dhupelia ||Milan Dalal |
| ||Director ||Director |
| ||DIN:01493571 ||DIN00062453 |
|Mumbai || || |
|Dated: 13th August 2015 || || |