Muller & Phipps (India) Ltd.
|BSE: 501477||Sector: Others|
|NSE: N.A.||ISIN Code: INE003F01015|
|BSE 00:00 | 22 May||25.50||
|NSE 05:30 | 01 Jan||Muller & Phipps (India) Ltd|
Muller & Phipps (India) Ltd. (MULLERPHIPPS) - Director Report
Company director report
The Members of Muller & Phipps India Limited
Your Directors present the ONE HUNDRED TWO ANNUAL REPORT of yourCompany together with the Audited Financial Statements of Accounts for the year ended 31stMarch2019.
1. FINANCIAL RESULTS
During the current year sales have increased by 20% over the previousyear viz Rs. 374 lakhs in 2018-19 as compared to Rs. 314 lakhs in 2017-18 enabling theCompany operationally profitable.
2. TRANSFER TO RESERVES
Due to carried forward losses in previous year the Company hasadjusted the current year profit in the carried forward
In the view of carried forward losses Directors do not recommend anydividend for the year under report.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
There has been no change in the nature of business of the Company. TheCompany is engaged in the marketing and
distribution of medicated preparation under our own brands. Goingforward we are in the final stage of introducing a range
of frozen snacks and fruit products under the brand Tiff-n-Bites andTreatos.
5. THE STATE OF COMPANY AFFAIRS -MANAGEMENT ANALYSIS
In the current year looking at the present economic conditions weanticipate a possible downward trend in the sales as experienced by FMCG/PHARMAindustries. it is hoped that our planned introduction of frozen foods products under the
Company's own brands will ensure sustained growth in the sales andprofitability.
6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATEOF THE BOARD REPORT
There has been no material changes and commitments affecting financialposition between end of the financial year and the
date of the report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
There are adequate internal control procedures commensurate with thesize of the Company and the nature of its W business
For the purchase of inventory and fixed assets and for the sale ofGoods.
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 financialyear 2018-19.
Appointment of Statutory Auditors
M/s. K.F. Jetsey & Co Chartered Accountants Mumbai bearingICAI Registration No. q who hold office as Auditors of your Company up to the conclusionof the forthcoming Annual General Meeting offer themselves for the reappointment beingeligible. A certificate has been obtained from them pursuant to Section 141(3)(g) of theCompanies Act2013 to the effect that their appointment if made would be within thelimits provided therein.
13. AUDITORS' REPORT:
Directors' note on Auditor's qualifications
The Directors have noted the remark about the net worth of the Companyis completely eroded and as there are profits from operational activities for year ended31st March 2019. The Directors are hopeful of positive out come of efforts to revive thebusiness with additional products in current portfolio in coming years which will helpcompany to be profitable again.
Accordingly the Directors had prepared the annual accounts on a goingconcern basis.
14. SHARE CAPITAL
During the year under report the Company has not issued any shares.
15. NOMINATION AND REMUNERATION COMMITTEE RISK MANAGEMENT COMMITTEE ORANY OTHER COMMITTEE
The provisions pertaining to Corporate Governance do not apply to theCompany and hence there 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 ofSection 92 of the Companies Act2013 is annexed and forms part of this Report.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The nature of business being dealing in consumer products retailingproviding information with regard to conservation of energy and technology absorption asrequired under Section 134(3) of the Companies Act2013 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules2014 and forming part of thisReport does not arise for your Company.
18. CORPORATE SOCIAL RESPONSIBILITY
Since the Company's net worth as well as its net loss are bothbelow the minimum prescribed limits the provisions of clause(o) of Section 134(3) of theCompanies Act2013 read together with Rule 9 of the Companies (Corporate SocialResponsibility)Rules2014 do not apply and hence disclosures on Corporate SocialResponsibility are not required to be given.
In terms of the Articles of Association of the Company. Mr. Milan Dalalretire at the ensuing Annual General Meeting and being eligible offers himself for thereappointment.
The Board of Directors has appointed Mr. P V Mohan as Whole TimeDirector of the Company for a period of five years with effect May 10 2019.
The Board pursuant to the provisions of Section 149 and 152 of theCompanies Act 2013 and subject to the approval of shareholders in the ensuing AnnualGeneral Meeting has appointed Mr. Venu Krishnan and Mr. Radheshyam Swami as
Independent Directors of the Company for a period of five years.
During the year under review the Company has designated Mr. RameshPai Chief Financial Officer as KMPs as per the definition under section 2(51) and section203 of the Act
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2018-2019 the Board of Directors met 5(Five)times asper table below in the year 2018-19
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans secured or unsecured tocompanies firms or other parties covered in the register
Maintained under Section 189 of the Companies Act 2013 and hence noinformation is required to be furnished. Details of investments in all bodies corporateare 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 ofwhich the details are given in Note No. 36 of the Financial Statements.
a Holding Company : Development Holding Asia Ltd.
Subsidiaries : Muller and Phipps (Industrial Services) Ltd. Mullerand Phipps Agencies Ltd.
b Other parties where the company has entered in transaction during theyear Fellow Subsidiary:
GetzBros. Company Limited
Foods and Inns Ltd. Western Press Pvt. Ltd
Pharmpak Pvt. Limited
c Directors and their Relatives:
Mr. Milan Dalal- Director
Mr. Raymond Simkins- Director
Mr. P V Mohan- Whole Time Director
Mr. Venu Krishnan-Independent Director
Mr. Radhyeswami-Independent Director
Mrs. Kamlini Maniar (Woman Independent Director)
23. MANAGERIAL REMUNERATION
The company does not have any appointment in this category in the yearunder review.
24. SECRETARIAL AUDIT REPORT AND COST AUDIT REPORT
M/s Sanjay Soman & Associates Company Secretaries in Whole-timePractice Mumbai were appointed Secretarial Auditors of the Company by the Boardpursuant to the provisions of Section 204 of the Companies Act2013 and the Rules madethere under.
The Secretarial Audit Report issued by M/s Sanjay Soman &Associates is attached in Annexure 3 and forms part of this Report.
Directors have noted the qualifications reported in the said Report andsubmit the following replies: does not contain any qualification reservation or adverseremark or disclaimer.
1. The Company will undertake to regularize the appointments of theIndependent Directors and Compliance officer as per
provisions of Sec 149(4) of listing agreement
Given the nature of the Company's activities the provisionsrelating to submission of Cost Auditors' Report do not apply to the Company.
25. CORPORATE GOVERNANCE CERTIFICATE
The provisions pertaining to Corporate Governance do not apply to theCompany and hence the Company is not required to furnish any certificate with regard toCorporate Governance.
26. RISK MANAGEMENT POLICY
The provisions pertaining to Corporate Governance do not apply to theCompany and hence the Company is not required to furnish any report regarding RiskManagement Policy.
27. PARTICULARS OF EMPLOYEES
During the year under report there was no employee of the categorymentioned in Section 197(12) of the Companies Act 2013 read with the Companies(Particulars of Employees) Rules2014 and hence information in this regard is not requiredto be furnished.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:
Rule 8(5)(vii) of the Companies (Accounts) Rules 2014
There were no instances during the year attracting the provisions ofRule 8(5) (vii)of the Companies(Accounts) Rules2014.
However the details of litigations pending the final result as pernote 31 of financial statements are disclosed Under Contingent liabilities.
29. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:
3. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;
Are adequate and were operating effectively.
6. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operating effectively.
Your Directors wish to place on record their appreciation of theco-operation and diligent efforts of the employees of your Company.
FOR AND ON BEHALF OF THE BOARD