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M B Parikh Finstock Ltd.

BSE: 526935 Sector: Financials
NSE: N.A. ISIN Code: INE377D01018
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NSE 05:30 | 01 Jan M B Parikh Finstock Ltd
OPEN 7.00
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VOLUME 100
52-Week high 8.40
52-Week low 6.35
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.70
Buy Qty 1.00
Sell Price 7.00
Sell Qty 1000.00
OPEN 7.00
CLOSE 7.00
VOLUME 100
52-Week high 8.40
52-Week low 6.35
P/E
Mkt Cap.(Rs cr) 2
Buy Price 6.70
Buy Qty 1.00
Sell Price 7.00
Sell Qty 1000.00

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 24 Annual Report of your Company and the AuditedFinancial Statements for the year ended 31st March 2018.

1. FINANCIAL RESULTS:

Particulars For the year ended For the year ended
31.03.2018 31.03.2017
Revenue from Operations 147.97 97.81
Profit / (Loss) before taxation 68.51 22.84
Profit/ (Loss) for the year carried to Balance Sheet 54.06 20.49

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 the Company as on 1 April 2017at Rs. 300 Lacs divided into 3000000 shares at Rs.10 each remained unchanged as on 31March2018.

2. HIGHLIGHTS OF PERFORMANCE:

During the year under review the Company revenue stood at Rs.147.97 Lacs as againstRs. 97.81 Lacs in the previous year. The Company has earned a Net profit of Rs.54.06 Lacsas compared to the Profit of Rs. 20.49 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.5406313/- to General Reserve makingGeneral Reserves amount to Rs.22678145/- as at 31.03.2018.

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 the Act 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's website at the web link:http://www.mbpfin.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

Subsequent to the financial year on 7 May 2018 there was sad demise of Mr. MaheshParikh Chairman and Managing Director of the Company & Mrs. Monalisa Parikh Directorof the Company appointed and redesignated as Managing Director of Company w.e.f. 26 May2018. Further there were no changes in Directors by way of appointment disqualificationvariation 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. 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 Committees. The same is found to be satisfactory.

12. BOARD MEETINGS:

During the year under review the Company has conducted 5 (Five) Board Meetings on 29April 2017 31 May 2017 12 August 2017 11 November 2017 and 10 February 2018.

13. 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 is appendedas Annexure 1 of the Board's Report.

14. AUDITORS:

M/s. A Yadav & Associates Chartered Accountants having ICAI Firm RegistrationNo.129725W being eligible offer themselves for re-appointment till the conclusion of thenext AGM. If re-appointed it will be within the prescribed limits specified in section139 of the Companies Act 2013. Members are requested to appoint the auditors and to fixtheir remuneration. The report of the Statutory Auditors does not contain anyqualification reservation or adverse remark or disclaimer which requires any furthercomments or explanations in this Report. The Notes to the Financial Statements are alsoself explanatory and do not call for any further comments.

15. SECRETARIAL AUDIT

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates PractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2017-18 asrequired under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2017-18 forms part of the Directors'Report as Annexure 3.

16. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in nature of business.

17. 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.

18. 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.

19. 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.

20. 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 forutilising alternate sources of energy: Not applicable iii. The capital investment onenergy conservation equipments: Not applicable Your Company firmly believes that ourplanet is in dire need of energy resources and conservation is the best policy.

B. Technology absorption:

(i) The efforts made towards technology absorption:

Not applicable

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

Not applicable

(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

21. 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.

22. RECONSTITUTION OF COMMITTEES:

Due to death of Mr. Mahesh Parikh the committees of the board reconstituted and thename of Mr. Mahesh Parikh is replaced with the name of Mr. Jitendra Sharma.

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 and independence of a Director.

24. AUDIT COMMITTEE:

The Audit Committee comprises of namely Mr. Lalit Dalal (Chairman) and Mr. Govind Rathiand Mr. Jitendra Sharma 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 the consultation of the AuditCommittee.

25. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee comprises of Mr. Lalit Dalal IndependentDirector acts as the Chairman of the Committee and Mr. Govind Rathi and Mr. JitendraSharma Director as the members of the Committee. The role of the Committee is toapprove/ratify transfer of securities and look into share transmission rematerializationand dematerialization of shares and to consider and resolve securities holders' complaint.The meetings of the Committee are held on periodical basis and the complaints areresponded within the time frame provided.

26. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises of Mr. Lalit Dalal Independent Director actsas the Chairman of the Committee and Mr. Govind Rathi and Mr. Jitendra Sharma Director asthe members of the 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 www.mbpfin.com

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review asstipulated in Regulation 34 of Listing Regulations entered into with the Stock Exchangesis set out in a separate section forming part of Director Report 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 31 March 2018 is given in a separateAnnexure 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 24Annual General Meeting and upto the date of the ensuing Annual General Meeting during thebusiness hours on 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 constitutedunder the said act has confirmed that no complaint/case has been filed/pending with theCompany during the year.

33. LISTING OF SHARES:

The Company's shares are listed at BSE Ltd. Listing fees to BSE is paid.

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

Mrs. Monalisa Parikh

Chairperson and Managing Director

(Din 00294485)

Place: Mumbai

Date: 26 May 2018