Your Directors have pleasure in presenting the 60thAnnual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2019.
1. FINANCIAL RESULTS
A snapshot of the financial performance for the year gone by and its comparison withprevious year is given below:
|Particulars ||2018-19 ||2017-18 |
| ||(र in lakhs) ||(र in lakhs) |
|Income ||138.34 ||197.54 |
|Expenditure ||119.57 ||69.69 |
|Profit/ (Loss) before Depreciation and Tax ||23.40 ||132.33 |
|Depreciation ||4.63 ||4.48 |
|Provision for Taxation: ||- ||- |
|Current Tax ||3.60 ||24.50 |
|Profit/ (Loss) after Tax ||151.73 ||103.35 |
|Balance brought forward from last year ||196.38 ||89.30 |
|Adjustments for depreciation transferred from Revaluation Reserves ||3.73 ||3.73 |
|Balance carried to Balance sheet ||108.20 ||196.38 |
2. RESULTS OF OPERATIONS
As per the Financials for year ended on 31st March 2019 the turnover of theCompany is र 138.34 lakhs as compared to र.197.54 lakhs for the year ended on31st March 2018. The Company made a profit before depreciation and tax of र 23.40lakhs during the year ended 31st March 2019 against the profit before tax of र132.33 lakhs during the year ended on 31st March 2018.
Your Board of Directors in its meeting held on 30th May 2019 has recommended a FinalDividend of र 1.50 (i.e.15%) per equity share. The dividend payout is subject toapproval 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 Company has not accepted any fixed deposits from thepublic and as on 31 March 2019 the Company had no unclaimed deposits or interest thereondue 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 2019 till date of this report.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Indian economy decelerated at a faster pace than anticipated in the Decemberquarter of 2018-19 to 6.66%-increasing chances of another round of rate cuts by theReserve Bank of India (RBI) in April to support growth. The revised downward full-yeargrowth forecast for the current fiscal year is 7% from the 7.2% estimated earlier. Theeconomy is implicitly assumed to decelerate to 6.4%. Nevertheless the InternationalMonetary Fund (IMF) has projected India's growth at 7.5% in 2019-20 amid slower globalexpansion. Risks to global growth tilt to the downside with IMF cutting 2019 growthprojection by 20 basis points (bps) to 3.5%.
The results of the general election would show a positive results on the Indian Marketas again a stable government is voted into the power.
India still remains the fastest growing economy in the world. India is steadily movingtowards greater formalisation of the informal economy.
OPPORTUNITIES THREATS RISKS AND CONCERNS
The Company derives its income primarily from investments financial instruments.In a falling interest rate environment there would be impact on level of earnings andconsequently on the profitability of the Company.
Real estate is one of the most dynamic sectors. It is the second largest employer inIndia after agriculture. The year 2018-19 brought some good news for the sector. It sawthe biggest changes in decades especially on the policy front. Some of the biggestgame-changing policies like GST and RERA cleared hurdles and settled down on the wagonwheel.
The increasing incomes urbanization and economic growth are driving commercial andresidential realty demand in India. It has also become a preferred asset class for people.Segments like warehousing hospitality and residential houses are growing at fast pace inIndia. Government of India's aim "Housing for all by 2022" is drivingresidential activity while the Real Estate (Regulation and Development) Act (RERA) ismaking the sector more transparent.
The Indian real estate sector has witnessed high growth in recent times with the risein demand for office as well as residential spaces. Between 2009-18 Indian real estatesector attracted institutional investments. Company would be looking forward for the goodopportunity in this sector.
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.
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.
FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review the Company recorded a profit of र 23.40 lakhsbefore depreciation and tax as compared to profit of र 132.33 lakhs in the previousyear. After providing for depreciation and tax the profit for the year under review wasर 151.17 lakhs as compared to profit of र 103.35 lakhs for the previous year.
EMPLOYEES/ HUMAN RESOURCES
During the year relations with employees remained cordial. As on 31st March 2019 theCompany had 2 employees on its roll.
Statements in this Management Discussion & Analysis describing the Company'sobjective projections estimates and expectations may be forward looking statement withinthe meaning of applicable laws and regulations. Actual results might differ materiallyfrom those either expressed or implied.
8. EXTRACT OF ANNUAL RETURN- Form No MGT-9
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 as ANNEXURE 1.
9.1 Statutory Auditors
The Company's Auditors M/s M.D. Pandya & Associates Chartered Accountants wereappointed as statutory auditors of the company from the conclusion of the Fifty EightAnnual General Meeting of the Company held on 28-09-2017 till the conclusion of the SixtyThird Annual General Meeting to be held in the year 2022 subject to ratification of theirappointment at every AGM. They have confirmed their eligibility under section 141 of theAct and the rules framed thereunder for reappointment as Auditors of the Company asrequired under SEBI regulations the Auditors have also confirmed that they hold a validcertificate issued by the peer review Board of the Institute of Chartered Accountants ofIndia.
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 as ANNEXURE 2 to this report and doesnot contain any qualifications.
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 report on Corporate Governance and a certificate from 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
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149 (7) of the Companies Act 2013 and SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
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.
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 standardshave been 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 March 31 2019and 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 Company andsuch internal financial controls are adequate and operating 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 of SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation ofits own performance the directors individually as well as the evaluation of the workingof its Audit Committee Nomination & Remuneration Committee and other Committees. Themanner in which the evaluation is carried out has been explained in the CorporateGovernance Report.
14. NUMBER OF MEETINGS OF THE BOARD
The Boardmet Six times during the financial year the details of which are given in theCorporate 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 Independent Directorsreviewed the performance of the Non Independent directors and the Board as a whole and theperformance of the Chairman of the Company taking into account the views of the Directorsand assessed the quality quantity and timeline of the flow of information between theCompany Management and the Board which is necessary for the Board to effectively andreasonably 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.and other applicable regulations and guidelines. The Board has on the recommendation ofthe Nomination & Remuneration committee framed a policy for selection and appointmentof Directors Senior Management and their remuneration. The Remuneration policy isavailable on the company website www.mpilcorporation.com. There has been no change in thepolicy since 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 as ANNEXURE3 to this report.
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 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asANNEXURE 4 to this report.
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 2019
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 2018-19 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 Management Discussion& 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 March 2019.
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
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 |
|Place: Mumbai ||Chairman |
|Date: 30th May 2019 ||(DIN 00062453) |