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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 25.50
PREVIOUS CLOSE 25.50
VOLUME 150
52-Week high 31.05
52-Week low 21.60
P/E 3.54
Mkt Cap.(Rs cr) 2
Buy Price 25.55
Buy Qty 200.00
Sell Price 26.20
Sell Qty 49.00
OPEN 25.50
CLOSE 25.50
VOLUME 150
52-Week high 31.05
52-Week low 21.60
P/E 3.54
Mkt Cap.(Rs cr) 2
Buy Price 25.55
Buy Qty 200.00
Sell Price 26.20
Sell Qty 49.00

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

Amount (Rs.lacs) Particulars 2018-19 2017-18
Gross Sales 374.07 313.96
Profit / (Loss) after interest and Finance Charges 23.64 (04.81)
Provision for Depreciation - 1.02
Net profit/ (Loss) before exceptional item and tax 23.64 (03.79)
Add/ Less Exceptional Items - -
Provision for taxation 4.60 -
Prior period adjustments - -
Profit/(Loss)for the year 19.04 (03.79)
Add: Profit/(Loss) Balance brought forward from Previous Year (554.93) (552.20)
Balance available for appropriation (534.94) (554.93)

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

losses.

3. DIVIDEND

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.

  1. DETAILS OF SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY:
  2. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
  3. ASSOCIATE COMPANY AND JOINT VENTURE
Name of the Company CIN % of shares held
Muller and Phipps Industrial Services Limited U74140MH1988PLC047489 100%
Muller and Phipps Agencies Limited U51900MH1981PLC025416 100%

 

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.50504/- 40108/
Profit/(Loss) before Tax (Rs.10216/-) (Rs.20706/-)
Taxes NIL NIL
PAT (Rs.10216/-) (Rs.20706/-)
Companies share in profit / (Loss) 100% 100%

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.

12. AUDITORS

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.

Foreign exchange earned in terms of actual inflows during the year andthe foreign exchange outgo during the year in terms of actual outflows as per table below:

Amountin Rs.

Particulars 2018-19 2017-18
Foreign Exchange Earnings in terms of actual inflows Nil Nil
Foreign Exchange Outgo in terms of actual outflows Nil Nil

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.

19. DIRECTORS:

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

30th May 2018 14th August 2018 2nd November 2018 12th February 2019 11th March 2019

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

Associates:

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

  1. The Company also undertakes to keep record for the purpose of monitoring the changes in the shareholdings as required under section 93 of the Companies Act 2013 for the purpose of reporting the same in MGT10 within stipulated time from such change. in top 8 shareholders including the promoters.
  2. The Directors have already noted and assured completion of the records pertaining to Fixed Assets.

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:

  1. In the preparation of the Annual Accounts the applicable accounting standards have been followed;
  2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year covered under this Report and of the profit of your Company for the year;

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;

  1. The Annual Accounts have been prepared on a going concern basis.
  2. They have laid down internal financial controls to be followed by the Company and that such internal financial controls

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.

30. ACKNOWLEDGEMENT

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

Milan Dalal Venu Krishnan
Place : Mumbai Director Director
Dated: 30/May /2019 DIN 00062453 DIN00006592