REPORT OF THE BOARD OF DIRECTORS To, The Members of Muller & Phipps India Limited Your Directors present the NINETY EIGHTH ANNUAL REPORT of your Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2015. 2. TRANSFER TO RESERVES Due to carried forward losses in previous year, the Company has adjusted the current year profit in the carried forward losses. 3. DIVIDEND In the view of carried forward losses ,Directors do not recommend any dividend 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. The Company is engaged in trading and distribution of Cosmetics and Toiletries and medicated Preparations. 5. THE STATE OF COMPANY AFFAIRS -MANAGEMENT ANALYSIS The year under review , the growth has been satisfactory .However , there has been down word 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 THE BOARD REPORT There has been no material changes and commitments affecting financial position between end of the financial year and the date of the report. 7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS There are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. 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, Rhodes,Parks & Co, Chartered Accountants, Mumbai, bearing ICAI Registration No.102860W who hold office as Auditors of your Company upto the conclusion of the forthcoming 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 Companies Act, 2013 to the effect that their appointment, if made, would be within the limits provided therein 13. AUDITORS' REPORT: Directors' note on Auditor's qualifications The Directors have noted the remark about the maintenance of Fixed Assets Register and details for verification of the same in the reports of Statutory Auditors and assure to undertake the completion of the record appropriately. The Directors are hopeful of positive outcome of efforts to revive the business with additional products in near future which will help company to be profitable again. Accordingly, the Directors had 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 OTHER COMMITTEE The provisions pertaining to Corporate Governance do not apply to the Company 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 of Section 92 of the 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, providing information with regard to conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of this Report does not arise for your Company. CORPORATE SOCIAL RESPONSIBILITY Since the Company's net worth as well as its net profits are both below the minimum prescribed limits, the provisions of clause (o) of Section 134(3) of the Companies Act, 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 not required to be given. DIRECTORS: In terms of the Articles of Association of the Company, Mr.Milan Dalal retire at the ensuing Annual General Meeting and being eligible offers himself for the reappointment. During the year under report, Mrs Kamlini C Maniar was appointed Additional Director in the category of Woman Director in compliance of the provisions of the Listing requirements. The Company has received notices in writing from some members proposing the candidatures of Mrs Kamlini C Maniar for appointment as Independent Director. The Company has received individual declaration from Mrs Kamlini C Maniar confirming her eligibility to be appointed as Independent Director as prescribed under of Section 149(6) of the Companies Act, 2013. Your Directors recommend the appointments above mentioned Directors. 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and hence no information is required to be furnished. Details of investments in all bodies corporate are given in Note 12 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 are 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 Fellow Subsidiary: 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, Mumbai, were appointed Secretarial Auditors of the Company by the Board ,pursuant to the provisions 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 in Annexure 3 and forms part of this Report. Directors have noted the qualifications reported in the said Report and submit the following replies: does not contain any qualification, reservation or adverse remark or disclaimer. 1. The Company will undertake to regularize the appointments of The Independent Directors 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 changes in the shareholdings as required under section 93 of the Companies Act 2013 for the purpose of reporting the same in MGT 10 within stipulated time from such change. in top 10 shareholders including the promoters. 3. The Directors have already noted and assured completion of the records pertaining to Fixed Assets. Given the nature of the Company's activities, the provisions relating 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 the Company and hence the Company is not required to furnish any certificate with regard to Corporate Governance. 26. RISK MANAGEMENT POLICY The provisions pertaining to Corporate Governance do not apply to the Company and hence the 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 in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and hence information in this regard is not required to be furnished. 28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS 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) of the Companies (Accounts) Rules, 2014. However, the details of litigations pending the final result as per note 27 of financial statements are disclosed Under Contingent liabilities. 29. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, the Directors 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 of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 and that such internal financial controls are adequate and were operating effectively. 6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. 30. ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation of the co-operation and diligent efforts of the employees of your Company. FOR AND ON BEHALF OF THE BOARD Utsav Dhupelia Director DIN:01493571 Milan Dalal Director DIN00062453 Place : Mumbai Dated: 13th August, 2015 |