The Members of
Muller & Phipps India Limited
Your Directors present the ONE HUNDRED ONE ANNUAL REPORT of your Companytogether with the Audited Financial Statements of Accounts for the year ended 31stMarch 2018.
The Financial Statement are prepared in accordance with Indian Accounting Standards(Ind AS). In accordance with the notification issued by Ministry of Corporate Affairs theCompany has adopted Ind AS with effect from April 1 2017 being 1st Ind AS financialstatement with transition date of April 1 2016. Accordingly figures for the financialyear 2017 has been restated in accordance with Ind. As.
1. FINANCIAL RESULTS
| || ||Amount (Rs. lacs) |
|Particulars ||2017-18 ||2016-17 |
|Gross Sales ||313.96 ||343.38 |
|Profit / (Loss) after interest and Finance Charges ||(04.81) ||05.91 |
|Provision for Depreciation ||1.02 ||1.13 |
|Net profit/ (Loss) before exceptional item and tax ||(03.79) ||4.78 |
|Add/ Less Exceptional Items ||- ||- |
|Provision for taxation ||- ||1.36 |
|Prior period adjustments ||- ||- |
|Profit/(Loss) for the year ||(03.79) ||3.42 |
|Add: Profit/(Loss) Balance brought forward from Previous Year ||(552.20) ||(558.17) |
|Balance available for appropriation ||(554.93) ||(552.20) |
During the year sales were Rs 313.96 Lakh against Rs. 343.38 Lakh in the previous year.The sales has been narrowed down due to rough market condition for consumer products andincremental input cost on in-house brands.
2. TRANSFER TO RESERVES
Due to carried forward losses in previous year the Company has adjusted the currentyear loss 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 looking at market condition for consumer products the growth hasbeen competitive. However there has been down word trend in the coming year on accountlower demand and higher competition.
6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARDREPORT
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 REFERENCE TO THEFINANCIAL STATEMENTS
There are adequate internal control procedures commensurate with the size of theCompany and the nature of its W business For the purchase of inventory and fixed assetsand for 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 THE CONSOLIDATEDFINANCIAL 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 ||'500000/- ||'500000/- |
|Paid-up share capital ||'500000/- ||'500000/- |
|Revenue ||'32180/- ||113923/- |
|Profit/(Loss) before Tax ||('39562/-) ||('4150/-) |
|Taxes ||NIL ||NIL |
|PAT ||('39562/-) ||('4150/-) |
|Companies share in profit / (Loss) ||100% ||100% |
10. ASSOCIATE COMPANY AND JOINT VENTURE
As on the date of this Report there is no joint venture company.
11. FIXED DEPOSITS
The Company has not accepted any Fixed deposit during the financial year 2017-18.
Appointment of Statutory Auditors
M/s. K.F. Jetsey & Co Chartered Accountants Mumbai bearing ICAI Registration No.104209W who hold office as Auditors of your Company up to the conclusion of theforthcoming Annual General Meeting offer themselves for the reappointment being eligible.A certificate has been obtained from them pursuant to Section 141(3)(g) of the CompaniesAct 2013 to the effect that their appointment if made would be within the limitsprovided therein.
13. AUDITORS' REPORT
Directors' note on Auditor's qualifications
The Directors have noted the remark about the net worth of the Company is eroded andthere are no profit from the operational activities. The Directors are hopeful of positiveout come of efforts to revive the business with additional products in current portfolioin coming years which will help company to be profitable again. Accordingly the Directorshad prepared the 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 134(3)of the Companies Act 2013 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules2014 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 ||2017-18 ||2016-17 |
|Foreign Exchange Earnings in terms of actual inflows ||Nil ||Nil |
|Foreign Exchange Outgo in terms of actual outflows -Travel expenses (Note 30) ||Nil ||Nil |
18. CORPORATE SOCIAL RESPONSIBILITY
Since the Company's net worth as well as its net loss are both below the minimumprescribed limits the provisions of clause (o) of Section 134(3) of the CompaniesAct2013 read together with Rule 9 of the Companies (Corporate Social Responsibility)Rules2014 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. Raymond Simkins retire atthe ensuing Annual General Meeting and being eligible offers himself for thereappointment.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2017-2018 the Board of Directors met 4(four) times as per table belowin the year 2017-18
|First Quarter ||Second Quarter ||Third Quarter ||Fourth quarter |
|April 2017 to June 2017 ||July 2017 to September 2017 ||October 2017 to December 2017 ||January 2018 to March 2018 |
|11th August 2017 ||09th Nov 2017 ||8th Feb 2018 ||30th May 2018 |
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 allbodies corporate are given in Note 5 in the Financial Statements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company's contracts or arrangements with related parties of which the details aregiven in Note No. 36 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
GetzBros. Company Limited
Foods and Inns Ltd.
Western Press Pvt. Ltd
Pharmpak Pvt. Limited
c Directors and their Relatives:
Mr. Milan Dalal - Director
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 Act2013 and the Rules made there under.
The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is attached inAnnexure3 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 MGT10 within stipulated time from such change. in top 8shareholders including the promoters.
3. The Directors have already noted and assured completion of the records pertaining toFixed Assets.
Given the nature of the Company's activities the provisions relating to submission ofCost 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 197(12) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules2014 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 COMPANY'S OPERATIONS IN FUTURE:
Rule 8(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) Rules2014.
However the details of litigations pending the final result as per note 31 offinancial statements 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 loss 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 safe guarding 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.
5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls Are adequate and were operating effectively
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
| ||Milan Dalal ||Raymond Simkins |
|Place : Mumbai ||Director ||Director |
|Dated: 14th August 2018 ||DIN 00062453 ||DIN 01573312 |