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Muller & Phipps (India) Ltd.

BSE: 501477 Sector: Others
NSE: N.A. ISIN Code: INE003F01015
BSE 00:00 | 26 Jul 159.75 -8.40
(-5.00%)
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168.15

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168.15

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159.75

NSE 05:30 | 01 Jan Muller & Phipps (India) Ltd
OPEN 168.15
PREVIOUS CLOSE 168.15
VOLUME 292
52-Week high 189.50
52-Week low 29.70
P/E 25.64
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 168.15
CLOSE 168.15
VOLUME 292
52-Week high 189.50
52-Week low 29.70
P/E 25.64
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Muller & Phipps (India) Ltd. (MULLERPHIPPS) - Auditors Report

Company auditors report

To the Members of Muller & Phipps (India) Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Muller & Phipps(India) Limited ('the Company') which comprise the Balance Sheet as at 31st March 2020the Statement of Profit and Loss (including the statement of Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matters described in the Basis for QualifiedOpinion paragraph below the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the company as at March 312020 its profit including other comprehensiveincome its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

The financial statements have been prepared on a going concern basis by the managementas there are profits from operational activities for the year ended 31st March 2020 andeven though the net worth of the Company has been completely eroded and also on the basisthat they have business plans for profitable operations in the future. However no suchdetailed plans have been shown or explained to us to our satisfaction and hence we areunable to form any opinion on the going concern status of the Company.

Key Audit Matters

Key audit matters are those that in professional judgement were of the mostsignificant in our audit of the Standalone Ind AS financial statements for financial yearMarch 31 2020.

These matter were addressed in the context of our audit of the consolidated financialInd AS financial statements as whole and in forming our opinion theron and we do notprovide a separate opinion on these matters. For each matter below our description of howour audit addressed the matter is provide in that context.

Key audit matters How our audit addressed the key audit matter
• Related Party Transaction (as percribed in Schedule 34 of the financial statements)
The company has purchased printing and stationeries from Western Press Private Limited for Rs. 1.80 lakhs • Our audit procedures included considering the compliance with the various requirements for entering in to such related party transaction.
During the year the group has provided for a total of Rs. 14.13 lakhs as interest to Getz Pharma Pvt Ltd and its subsidiary Muller & Phillips Agencies Ltd. • We performed test of controls over related party transactions through inspection of evidence of performance of these controls.
The company has provided for Doubtful Advance of Rs. 54829/- against its Subsidary Muller & Phipps (Industrial Services) Ltd. • We performed the following tests of details:
• We have read the valuation reports and fairness apinion obtained from independent valuers and assessed the objectivity and competence of the independent valuers.
Determination of transaction prices for such related party transaction outside the normal course of business is a key audit and the significant judgements involved in determining the transaction value. • We have read the approvals obtained from Board of Directors Shareholders and all other regulatory approvals for the transactions.
• We have assessed the disclosures in accordance with Ind AS 24 " Related Party Disclosures".

Other information such as "Information Other than the Financial Statements andAuditor's Report Thereon"

The Company's Board of Director is responsible for the other information. The otherinformation comprises the information included in the Annual report but does not includethe Ind AS financial statement and our auditor's report thereon.

Our opinion on on the Ind AS financial statement does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether such other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ('the Act') with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cashflows of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards specified under section 133 of the Act read Companies (IndianAccounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adeaquate accounting records in accordance with the provisions of the Actfor the safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give true and fair view andfree from material misstatements whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thestandalone Ind AS financial statements whether due to fraud or error. In making thoserisk assessments the auditor considers internal financial controls relevant to theCompany's preparation of the Ind AS financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the standalone Ind AS financial statements.

We are independent of the Company in accordance with the Code of Ethics issued by theICAI together with the independence requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules madethereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Other Matters

The statement includes the results for the quarter ended March 312020 being thebalancing figures between the audited figures in respect of full financial year andpublished unaudited year to date figures upto third quarter of the current financial yearwhich where subjected to limted review by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by CentralGovernment of India in terms of sub-section (11) of section 143 of the Act we give in the'Annexure I' a statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable.

2. As required by section 143(3) of the Act we report that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

c. The Balance Sheet the Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and Changes in Equity dealt with by thisReport are in agreement with the books of account.

d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read Companies (IndianAccounting Statndards) Rules 2015 as amended.

e. The going concern matter described under the Basis of Qualification paragraph abovein our opinion may have an adverse effect on the functioning of the Company.

f. On the basis of written representations received from the directors as on 31stMarch 2020 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 from being appointed as a director in terms ofsection 164(2) of the Act.

g. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in 'Annexure II'.

3. With respect to other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explaination given to us:

i. The Company has disclosed the impact of pending litigations on its financialpositions in its financial statements - Refer Note 31 to the financial statements.

ii. The Company did not have any long-term contract including derivative contracts forwhich there were any material forseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

4. With respect to the matter to be included in the Auditors Report under Section197(16):

In our Opinion and according to information and explanation given to us theremuneration paid during the current year by the Holding Company and its subsidiarieswhich are incorporated in India is in accordance with the provisions of Section 197 of theAct. The remuneration paid to any director by the Holding Company and its subsidiarieswhich are incorporated in India is not in excess of the limit laid down under Section 197of the Act. The ministry of Corporate Affairs has not prescribed other details underSection 197(16) which are required t be commented upon by us.

For K. F. Jetsey & Co.
Chartered Accountants
Firm's Registration No. 104209W
(CA. Keshav Jetsey)
Place: Mumbai Propreitor
Date: 29th June2020 Membership No. 033206

Annexure I

Annexure to the Independent Auditor's Report of even date on the Standalone Ind ASFinancial Statements of Muller & Phipps (India) Limited.

Report on Companies (Auditor's Report) Order 2016 issued by the Central Government interms of sub section (11) of section 143 of the Companies Act 2013 (‘the Act')

As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment in terms of sub section (11) of section 143 of the Act and on the basis ofsuch checks as we considered appropriate and according to the information and explanationsgiven to us during the course of the audit we further report that: -

1. a) The Company has not maintained proper records to show full particulars includingquantitative details and situation of Property Plant and Equipment.

b) No physical verification of Property Plant and Equipment has been conducted by themanagement during the year or in the recent past. In our opinion the frequency ofverification needs to be improved to be commensurate with the size of the Company and thenature of its business.

c) The Company does not own any immovable property.

2. a) The inventory has been physically verified by the management at reasonableintervals during the year and no material discrepancies found .

b) In our opinion the procedures of physical verification of inventory followed by themanagement are reasonable and adequate in relation to the size of the Company and thenature of its business.

c) The Company has maintained proper records of inventory. The discrepancies betweenthe physical inventory and the book records noticed on physical verification were notmaterial and have been properly dealt with in the books of account.

3. 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 ('the Act').

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made.

5. The Company has not accepted any deposits from the public within the meaning of theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and Rulesframed thereunder.

6. The Central Government has not prescribed maintenance of cost records under subsection (1) of sec 148 of the Companies Act 2013.

7. a) According to the information and explanations given to us by the management andon the basis of examination of the books of accounts carried out by us the Company hasbeen regular in depositing undisputed statutory dues including Provident Fund Employees'State Insurance Income-tax Sales-tax Service Tax Excise Duty Value Added Tax Cessand other statutory dues as applicable with the appropriate authorities. There were noundisputed arrears of statutory dues outstanding as at 31st March 2020 for a period ofmore than six months from the date they became payable.

b) According to the information and explanations given to us by management and therecords of the Company examined by us there were no disputed dues in respect ofIncome-tax Sales-tax Service Tax Custom Duty Excise Duty Value Added Tax and Cesswhich have not been deposited as at 31st March 2020 other than those shown below :

Nature of dues pending Amount ? Forum where dispute is
Sales Tax A.Y 2004-05 285000 Sales Tax Authorities - Lucknow
A.Y 2003-04 10000
A.Y 2002-03 580000
A. Y2001-02 1642000
A.Y. 2000-01 236000

8. The Company does not have any loans or borrowings from any financial institutionsbanks government or debenture holders during the year. Accordingly paragraph 3(viii) ofthe Order is not applicable.

9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year. Accordingly paragraph3(ix) of the Order is not applicable.

10. According to information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

11. In our opinion and according to the information and explanations given to us andbased on examination of the records of the Company the Company has paid/providedmanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

12. Clause (xii) of the Order is not applicable to the Company since the Company is nota Nidhi Company.

13. According to the information and explanations given to us and the records of theCompany examined by us all the transactions with the related parties are in compliancewith Section 177 and 188 of the Act where applicable and the details as required by theAccounting Standards have been disclosed in the Financial Statements.

14. According to the information and explanations given to us and on an overallexamination of the balance sheet the company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe company and not commented upon.

15. According to the information and explanations given to us and the records of theCompany examined by us the Company has not entered into any non-cash transactions coveredin Section 192 of the Act with Directors or persons connected with him during the year

16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For K. F. Jetsey & Co.
Chartered Accountants
Firm's Registration No. 104209W
(CA Keshav Jetsey)
Place: Mumbai Proprietor
Date: 29th June 2020 Membership No. 033206

Annexure II

Annexure to the Independent Auditor's Report of even date on the Standalone Ind ASFinancial Statements of Muller & Phipps (India) Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (‘the Act')

We have audited the internal financial controls over financial reporting of Muller& Phipps (India) Limited ('the Company') as of 31st March 2020 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the 'Guidance Note') and the Standards on Auditing to the extent applicable to an auditof internal financial controls both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2020 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For K. F. Jetsey & Co.
Chartered Accountants
Firm's Registration No. 104209W
(CA Keshav Jetsey)
Place: Mumbai Proprietor
Date: 29th June 2020 Membership No. 033206

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