Your Directors have pleasure in presenting the 59thAnnual Report of theCompany together with the Audited Financial Statements for the year ended 31st March2018.
1 . FINANCIAL RESULTS
A snapshot of the financial performance for the year gone by and its comparison withprevious year is given
|Particulars ||2017-18 ||2016-17 |
| ||(Rs in lakhs) ||(Rs in lakhs) |
|Income ||197.54 ||83.91 |
|Expenditure ||69.69 ||97.90 |
|Profit/ (Loss) before Depreciation and Tax ||132.33 ||(9.42) |
|Depreciation ||4.48 ||4.58 |
|Provision for Taxation: ||-- ||-- |
|Current Tax ||24.50 ||0.07 |
|Profit/ (Loss) after Tax ||103.35 ||(14.07) |
|Balance brought forward from last year ||89.30 ||99.64 |
|Adjustments for depreciation transferred from Revaluation Reserves ||3.73 ||3.73 |
|Balance carried to Balance sheet ||196.38 ||89.30 |
2. RESULTS OF OPERATIONS
As per the Financials for year ended on 31st March 2018 the turnover of theCompany is Rs 197.54 lakhs as compared to Rs 83.91 lakhs for the year ended on 31stMarch 2017. The Company made a profit before tax of Rs 132.33 lakhs during the year ended31st March 2018 against the loss before tax of Rs 9.42 lakhs during the yearended on 31st March 2017.
Your Board of Directors in its meeting held on 21st May 2018 hasrecommended a Final Dividend of Rs 1.50 (i.e.15%) per equity share. The dividend payout issubject to approval of members at the ensuing Annual General Meeting.
4. TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves during the year under review
5. FIXED DEPOSITS
During the year under review the Companyhasnotacceptedanyfixed deposits from thepublic and as on 31 st March 2018 the Company had no unclaimed deposits orinterest thereon due to any depositor.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OFTHE FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments affecting the financial position of theCompany which have occurred after 31st March 2018 till date of this report.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT A) ECONOMIC OUTLOOK
In the last one year our country has witnessed historic and impactful economicreforms and policy decisions. In fact India was one of the very few economies undertakingtransformational reforms. There were two tectonic policy initiatives namely passage ofthe Constitutional Amendment Bill for GST and the progress for its implementation (2017);and demonetisation of high denomination bank notes (2016).
India has emerged as the fastest growing major economy in the world as per the CentralStatistics Organisation (CSO) and International Monetary Fund (IMF) and it is expected tobe one of the top three economic powers of the world over the next 10-15 years backed byits strong democracy and partnerships. India's GDP is estimated to be 6.7 per cent in2017-18 and is expected to grow to 7.5 per cent in 2018-19.
The negative effectof majorreformslike GST and demonetisation is wearing off nowthereis high optimism in domestic demand in the form of consumption and revival in smallscale business activities resulting in an increase in FDI flows into the country.Moreover the government has made huge strides towards financial inclusion and pushing theexpansion of digital India.
India is steadily moving towards greater formalization of the informal economy.
B) OPPO RTUNITIES THREATS RISKS AND CONCERNS
The Company derives its income primarily from investments in financial instruments.In a falling interest rate environment there would be impact on level of earnings andconsequently on the profitability
C) 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 operations. The surplus funds of the Company areinvested in money market instruments which generates investment income. The Company alsoderives income from lease of its assets and business support services. Details of theseincomes are separately disclosed in the financial statements. The revenues are utilized tomaintain the assets of the Company.
D) 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 systems.
F) FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review the Company recorded a profitof Rs 132.33 lakhsbefore depreciation and tax as compared to loss of Rs 9.42 lakhs in the previous year.After providing for depreciation and tax the profit for the year under review was Rs103.35 lakhs as compared to loss of Rs 14.07 lakhs for the previous year.
G) EMPLOYEES/ HUMAN RESOURCES
During the year relations with employees remained cordial. As on 31stMarch 2018 the Company had 1 employees on its roll. Statements in this ManagementDiscussion & Analysis describing the Company's objective projections estimates andexpectations may be forward looking statement within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed orimplied.
8. 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).
9.1 Statutory auditors
The Company's Auditors M/s M.D. Pandya & Associates Chartered Accountantswere appointed as statutory auditors of the company from the conclusion of the Fifty EightAnnual General Meeting of the Company held on 28th September 2017 till theconclusion of the 63rd Annual General Meeting to be held in the year 2022subject to ratification appointment at every AGM. They have confirmed their eligibilityunder section 141 of the Act and the rules framed thereunder for reappointment asAuditors of the Company as required under SEBI regulations the Auditors have alsoconfirmed that they hold a valid certificate issued by the peer review Board of theInstitute of Chartered Accountants of India.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors.
9.2. Secretarial auditor
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 Practicing Company Secretary to undertake theSecretarial Audit of the Company.
The Secretarial Audit Report is annexed to this report and does not contain anyqualifications (Annexure 2).
10. COrPOraTE GOVErNaNCE
The Company has complied with the mandatory Corporate Governance requirementsstipulated under Regulations 34 and 53 read with Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.
The reportonCorporateGovernanceand certificatefrom the Auditors of the CompanyM/s M.D. Pandya & Associates confirming compliance of the conditions of the CorporateGovernance requirements are annexed hereto and forms part of the Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. MilanDalal (DIN 00062453) retires by rotation and is eligible for re-appointment.
During the year under review Mr. Sanjeev Jain (DIN 00119762) Whole Time Director Mr.Ravindra Raje (DIN 00112003) Director and Mrs. Drushti Desai (DIN 00294249) Directorceased from the Board of Directors of the Company with effect from 28th August2017. The Board placed on record its appreciation for the contributions made by themduring the tenure of office. During the year under review Mr. Milan Dalal Director (DIN00062453) Mrs. Veena Dalal Whole Time Director (DIN 00062873) and Mr. KeshavJetsey (DIN 7491995) Independent Director were appointed into the Board of Directors ofCompany with effect from 28th August 2017.
During the year under review Mrs. Ruta Dabke Chief Financial Officer (CFO-KMP) Ceasedfrom the Company with effect from 30th November 2017 and Mr. Deepak Sheth wasappointed as Chief Financial Officer (CFO-KMP) with effect from 30th November2017.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that;
In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
we 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 the Company at the end of financial year ended 31stMarch 2018 and of the profit of the Company for that year.
we have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
we have prepared the Annual Accounts on a going concern basis.
we have laid down internal financial controls to be followed by the adequate andoperating effectively.
we have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
13. BOARD EVALUATION
In accordance with the provisions of the Companies Act 2013 and Regulations ofSEBI (LODR) Regulations 2015 the Board has carried out an annual performance evaluationof its own performance the directors individually as well as the evaluation of theworking of its Audit Committee Nomination & Remuneration Committee and otherCommittees. The manner in which the evaluation is carried out has been explained in theCorporate Governance Report.
14. NUMBER OF MEETINGS OF THE BOARD
The Boardmet Five times during the financial year the details of which are givenin the Corporate Governance Report.
15. INDEPENDENT DIRECTORS MEETING
The Independent Directors met once during the year under review without the attendanceof the Non Independent Directors and members of the Management. The IndependentDirectors reviewed the performance of the Non Independent Directors and the Board as awhole and the performance of the Chairman of the Company taking into account the views ofthe Directors and assessed the quality quantity and timeline of the flow of informationbetween the Company Management and the Board which is necessary for the Board toeffectively and reasonably perform their duties.
16. 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.
17. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination & Remuneration Committee of the Company leads the process for Boardappointments in accordance with the requirements of the Companies Act 2013 theRegulations of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 andother applicable 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 website www.mpilcorporation.com. There has been no change in the policysince the last year.
18. 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.
19 . 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).
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
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 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed to this report (Annexure 4).
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year no significant or material orders were passed by any regulatorsagainst the Company which impact the going concern status and the Company's operations infuture.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO.
The provisions of section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 relating to conservation of energy technology absorption do notapply to the Company.
During the year under review there were no Foreign exchange earnings and outgo
23. SUBSIDIARY COMPANIES
The Company does not have any subsidiary company or any existing Joint venture as on 31stMarch 2018
24. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
The Company has set up an Internal Complaints Committee for providing a redressalmechanism pertaining to sexual harassment of woman employees at workplace. There was nocase of sexual harassment reported during the year under review.
25. GREEN INITIATIVES
In line with the Green initiative' the Company has affected electronic deliveryof the Annual Report 2017-18 are sent to all members whose email addresses are registeredwith the Company/ Depository Participant(s). For members who have not registered theiremail addresses physical copies are sent.
26. INTERNAL FINANCIAL CONTROLS
A detailed note on internal financial controls is included in the ManagementDiscussion & Analysis.
27. VIGIL MECHANISM
The Company has put in place a Whistle Blower Policy to deal with instances of fraudand mismanagement if any. The detail of the policy is available on the Company's websitewww.mpilcorporation.com.
No complaint was received by the Company during the year ended 31st March2018.
28. 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 www.mpilcorporation.com.
29 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 Financial Statements
30. CHANGE OF MANAGEMENT/PROMOTERS
Pursuant to Share Purchase Agreement dated 20th June 2017 with the existingpromoters of the Company and subsequent open offer in accordance with Regulations 3(1) and4 of the Securities And Exchange Board of India (Substantial Acquisition Of Shares AndTakeovers) Regulations 2011 as amended from time to time Mr. Milan Dalal("Acquirers") had taken over the control of the management of the Company byacquiring 74.75% equity of the Company. The entire process has been completed on andreport as required under regulation 27(7) of SEBI SAST Regulations 2011 has been filedwith SEBI.
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 || |
| ||Milan dalal ||Veena dalal |
|Place: Mumbai ||Chairman ||Whole Time Director |
|Date: 2nd July 2018 ||(DIN 00062453) ||(DIN 00062873) |