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Muller & Phipps (India) Ltd.

BSE: 501477 Sector: Others
NSE: N.A. ISIN Code: INE003F01015
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NSE 05:30 | 01 Jan Muller & Phipps (India) Ltd
OPEN 70.35
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P/E 12.65
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OPEN 70.35
CLOSE 74.05
VOLUME 1
52-Week high 115.75
52-Week low 66.50
P/E 12.65
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members of

Muller & Phipps India Limited

Your Directors present the NINETY EIGHTH ANNUAL REPORT of your Company togetherwith the Audited Financial Statements of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

Amount (Rs.lacs)
Particulars 2014-15 2013-14
Gross Sales 452.99 368.61
Profit// (Loss) after interest and Finance Charges (27.77) (21.13)
Provision for Depreciation 0.75 2.53
Net profit/ (Loss) before exceptional item and tax (28.52) (23.66)
Add/ Less Exceptional Items 73.00 -
Provision for taxation 0.25 -
Prior period adjustments - (0.89)
Profit/(Loss)for the year 44.23 (22.77)
Add: Profit/(Loss) Balance brought forward from Previous Year (821.06) (798.29)
Balance available for appropriation (776.83) (821.06)

During the year sales were Rs. 452.99 Lakh against Rs.368.61 Lakh in the previous year.Our continued efforts in lining up alternate products and to upgrade the existing productsales and margin thereon has marginally improved but did not succeed to our expectationbecause rough market condition for consumer products and incremental input cost on inhouse brands.

2. TRANSFER TO RESERVES

Due to carried forward losses in previous year the Company has adjusted the currentyear profit in the carried forward losses.

3. DIVIDEND

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 the growth has been satisfactory .However there has been downword trend in the coming year on account lower demand and higher competition.

6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THEBOARD REPORT

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 REFERENCETO THE FINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with the size of theCompany and the nature of its business for the purchase of inventory and fixed assets andfor 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 THECONSOLIDATED FINANCIAL 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 Rs. 500000/- Rs. 500000/-
Paid-up share capital Rs. 500000/- Rs. 500000/-
Revenue Rs.32340/- Rs.24446/-
Profit/(Loss) before Tax (Rs.138/-) (Rs.956/-)
Taxes NIL NIL
PAT (Rs.138/-) (Rs.956/-)
Companies share in profit / (Loss) 100% 100%

10. ASSOCIATE COMPANY AND JOINT VENTURE

As on the date of this Report there is no Associate Company or joint venture company..

11. FIXED DEPOSITS

The Company has not accepted any Fixed deposit during the financial year 2014-15.

12. AUDITORS

Appointment of Statutory Auditors

M/s Ford RhodesParks & Co Chartered Accountants Mumbai bearing ICAIRegistration No.102860W who hold office as Auditors of your Company upto the conclusion ofthe 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 Act 2013 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 maintenance of Fixed Assets Register anddetails for verification of the same in the reports of Statutory Auditors and assure toundertake the completion of the record appropriately. The Directors are hopeful ofpositive outcome of efforts to revive the business with additional products in near futurewhich will help company to be profitable again. Accordingly the Directors had preparedthe 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 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 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 2014-15 2013-14
Foreign Exchange Earnings in terms of actual inflows Nil Nil
Foreign Exchange Outgo in terms of actual outflows -Travel expenses (Note 30) 24591 Nil

18. CORPORATE SOCIAL RESPONSIBILITY

Since the Company’s net worth as well as its net profits are both below theminimum prescribed limits the provisions of clause (o) of Section 134(3) of the CompaniesAct 2013 read together with Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 do not apply and hence disclosures on Corporate Social Responsibility are notrequired to be given.

19. DIRECTORS:

In terms of the Articles of Association of the Company Mr.Milan Dalal retire at theensuing Annual General Meeting and being eligible offers himself for the reappointment.

During the year under report Mrs Kamlini C Maniar was appointed Additional Director inthe category of Woman Director in compliance of the provisions of the Listingrequirements.

The Company has received notices in writing from some members proposing thecandidatures of Mrs Kamlini C Maniar for appointment as Independent Director. The Companyhas received individual declaration from Mrs Kamlini C Maniar confirming her eligibilityto be appointed as Independent Director as prescribed under of Section 149(6) of theCompanies Act 2013.

Your Directors recommend the appointments above mentioned Directors.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2014-2015 the Board of Directors met 6(six)times as per table below inthe year 2014-15

First Quarter Second Quarter Third Quarter Fourth quarter
April 2014 to June 2014 July 2014 to September 2014 October 2014 to December 2014 January 2015 to March 2015
17/05/2014 14/08/2014 22/09/2014 14/11/2014 13/02/2015 31/03/2015.

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 all bodies corporate are given in Note 12 in the FinancialStatements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company’s contracts or arrangements with related parties of which the detailsare given in Note No.35 of the Financial Statements.

a Holding Company:

Development Holding Asia Ltd.

Subsidiaries:

Muller and Phipps (Industrial Services) Ltd.

Muller and Phipps Agencies Ltd.

b Other parties where the company has entered in transaction during the year FellowSubsidiary:

Getz Bros. Company Limited

Associates:

Foods and Inns Ltd.

Western Press Pvt Ltd.

The Bombay Swadeshi Stores Ltd.

c Directors and their Relatives:

Mr. Utsav Dhupelia - Director

Mrs. Pallavi Dhupelia - wife of Director

Details as per Annexure 2 attached:

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 Act 2013 and the Rules made thereunder.

The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is attached inAnnexure 3 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 MGT 10 within stipulated time from such change. in top 10shareholders 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 tosubmission of Cost 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 217(2A) of the Companies Act 1956 read with the Companies (Particulars ofEmployees) Rules 1975 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: Rule8 (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) Rules 2014.

However the details of litigations pending the finalresult as per note 27 of financialstatements 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 profit 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 safeguarding 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. by the Company andthat such

5. They have laid down internal financial controls are adequate and were operatingeffectively.

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

30. ACKNOWLEDGEMENTS

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
Utsav Dhupelia Milan Dalal
Director Director
DIN:01493571 DIN00062453
Mumbai
Dated: 13th August 2015