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Directors Report of Muller & Phipps (India) Ltd.

Mar 31, 2015

Dear Members,

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.

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 product sales and margin thereon has marginally improved but did not succeed to our expectation because rough market condition for consumer products and incremental input cost on in house brands.

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.

8. DETAILS OF SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY:

Name of the Company CIN % of shares held

Muller and Phipps Industrial Limited U74140MH1988PLC047489 100%

Muller and Phipps Agencies Limited U51900MH1981PLC025416 100%

9. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Particulars Muller and Phipps Agencies Limited

Date of Incorporation 12-Oct-1981

Percentage of Capital held by 100% the Company

Reporting period of subsidiary NA

Authorised share capital Rs. 500000/-

Paid-up share capital Rs. 500000/-

Revenue Rs.32340/-

Profit/(Loss)before Tax (Rs.138/-)

Taxes NIL

PAT (Rs.138/-)

Companies share in profit / 100% (Loss)

Particulars Muller and Phipps I ndustrial Services Limited

Date of Incorporation 26-May-1988

Percentage of Capital held by 100% the Company

Reporting period of subsidiary NA

Authorised share capital Rs. 500000/-

Paid-up share capital Rs. 500000/-

Revenue Rs.24446/-

Profit/(Loss)before Tax (Rs.956/-)

Taxes NIL

PAT (Rs.956/-)

Companies share in profit / 100% (Loss)

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.

Foreign exchange earned in terms of actual inflows during the year and the foreign exchange 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) 24,591 Nil

18. 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.

19. 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.

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 in the year 2014-15

First Quarter Second Quarter

April 2014 to June 2014 July 2014 to September 2014

17/05/2014 14/08/2014, 22/09/2014

Third Quarter Fourth quarter

October 2014 to December 2014 January 2015 to March 2015

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 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 Milan Dalal Director Director DIN:01493571 DIN00062453

Mumbai Dated: 13th August, 2015


Mar 31, 2014

TO MEMBERS

The Directors have pleasure in presenting this Ninety Seventh Annual Report together with the Audited Accounts for the year ended 31s* March 2014.

(Rs in. Lacs) Particulars 2013-14 2012-13

Gross Sales 368.61 429.14

Profit /(Loss) after interest and Finance Charges (21.13) (112.88)

Provision for Depreciation 2.53 3.28

Profit / (Loss) before Exceptional items and Tax (23.66) (116.16)

Compensation received for surrender of - 7.20 Tenancy Rights

Provision for Taxation - -

Prior period Tax adjustments - debit / (credit) (0.89) (1.61)

Profit / (Loss) for the year (22.77) (107.35)

Add: Profit / (Loss) balance brought forward from previous year (798.29) (690.94)

Balance available for Appropriation (821.06) (798.29)

OPERATIONS :During the year sales were '' 368.61 Lacs against '' 429.14 lacs in the previous year. Our continues efforts in lining up alternate products and to upgrade the existing product sales and margin thereon has marginally improved but did not succeed to our expectation because of rough market condition for consumer products and incremental input cost on inhouse brands. In view of the carried forward losses directors do not recommend any dividend for the year under review.

FUTURE PROSPECTS: We are happy to advice during the current year with advertisement and through vigorous distribution efforts we plan to maximise sales with improved margins. Renewed efforts are being made to revamp our in house products resulting in net losses been narrowed down substantially.

SUBSIDIARY COMPANIES

At the end of the financial year under review your company had the following subsidiaries:

1. Muller and Phipps (Industrial Services) Limited.

2. Muller and Phipps (Agencies) Limited.

The ministry of corporate affaires .Government of India has issued a Circular No.2/2011 Dated 8th February 2011 granting general exemption to Companies under section 212 (8) from attaching the documents referred to in section 212(1) pertaining to its subsidiaries .subject to approval by Board of Directors of the Company and furnishing of certain financial information in the Annual report.

The board of Directors of the Company have accordingly accorded approval to the Company dispensing with the requirement of attaching to its Annual Report the Annual audited accounts of the Company''s subsidiaries.

Accordingly. the Annual report of the Company does not contain the individual statements of these subsidiaries .but contains the audited consolidated financial statements of the Company and its subsidiaries .The Annual Accounts of these subsidiary companies and the related detailed information will be made available to shareholders seeking such information at the point of time. The annual account of the subsidiary Companies will also be kept for the inspection by any shareholder at its registered office and that of the concerned subsidiary companies. The statement pursuant to the approval under section 212(8) of the Companies Act.1956 is annexed together with the Annual Accounts of the Company.

FIXED DEPOSITS:

There are no Fixed deposits outstanding as on March 31.2014.

CONSERVATION OF ENERGY .TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

As required under section 217(1)(e) of the Companies Act 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988. the particulars relating to conservation of energy. technology absorption and foreign exchange earnings and outgo are annexed.

PARTICULARS OF EMPLOYEES:

Information as per sub-section (2A) of section 217 of the Companies Act. 1956 read with the Companies (Particulars of Employees)

Rules 1975 and forming part of the Directors Report for the year ended March 31,2014 has not been given as no employee is covered under the said section.

PERSONNEL:

The relationship with employees was cordial and the Directors would like to thank the executives ,members of the staff and workers at various levels in the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by the section 217(2AA) of the Companies Act 1956 your Directors confirms that

i) that in the preparation of the annual accounts ,the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Acts for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. Utsav K. Dhupelia is due to retire at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. SECRETERAIL COMPLIANCE:

The Secretarial Compliance Report required as per provisions of section 383A of the Companies Act 1956, has been obtained from Mr. Sanjay Soman &Associates, a practicing Company Secretary for the financial year ended 31-March 2014.

AUDITORS

The Auditors ,M/S.Ford Rhodes,Parks &Co.,retire at the end of the Annual General Meeting and they have given their consent for re-appointment.

AUDITORS REPORT:

i) As regards to Clause 1 of Annexure referred to in Clause 1 of the Auditors Report, the Company is in process of updating the fixed assets records and the physical verification of assets is being conducted in the phased manner.

ii) As regards clause 3 (d) of the Annexure referred to in clause 1 of the Auditors Report , the Company has been irregular in the payment of interest as per the decision taken by the management from time to time.

iii) As regards clause 7 of the Annexure referred to in clause 1 of the Auditors Report, the Company is in process of commencing the Internal Audit System commensurate with the size of the Company and nature of its business.

Registered Office By order of the Board, 16, Unique Industrial Estate, Off Veer Savarkar Marg, Prabhadevi, UTSAV Dhupelia Mumbai - 400 025. Director


Mar 31, 2013

The Directors have pleasure in presenting this Ninety Sixth Annual Report together with the Audited Accounts for the year ended 31st March, 2013.

(Rs. in Lacs)

2012-20131 2011-2012

Gross Sales 429.14 509.29

Profit / (Loss) after Interest & Finance charges (112.88) (95.47)

Provision for Depreciation 3.28 4.26

Profit / (Loss) before Exceptional items and Tax (116.16) (99.73)

Compensation received for surrender of 7.20 -

Tenancy Rights

Provision for Taxation - -

Prior period Tax adjustments - debit / (credit) (1.61) (0.25)

Profit / (Loss) for the year (107.35) (99.48)

Add: Profit / (Loss) balance brought

forward from previous year (690.94) (591.46)

Balance available for appropriation (798.29) (690.94)

OPERATIONS: During the year sales were Rs. 429 lacs against Rs. 509 lacs in the previous year. Our efforts in lining up alternate products did not succeed to our expectation mainly because of the worsening market conditions for consumer products and ever increasing input cost on in-house brands. In view of the carried forward losses directors do not recommend any dividend for the year under review.

FUTURE PROSPECTS: We are happy to advice during the current year with advertisement and through vigorous distribution efforts we plan to maximize the sales. Renewed efforts are being made to revamp our in-house products portfolio and sales are improving. It is hoped that with these additional business and cost reduction, we will be in a position to break-even in the operation.

SUBSIDIARY COMPANIES:

At the end of the financial year under review your Company had the following subsidiaries:

1 Muller & Phipps (Industrial Services) Limited

2 Muller & Phipps (Agencies) Limited

The Ministry of Corporate Affairs, Government of India has issued a Circular No.2 /2011 dated 8th February 2011 granting general exemption to Companies under section 212 (8) from attaching the documents referred to in section 212(1) pertaining to its subsidiaries, subject to approval by Board of Directors of the Company and furnishing of certain financial information in the Annual Report.

The Board of Directors of the Company have accordingly accorded approval to the Company dispensing with the requirement of attaching to its Annual Report the annual audited accounts of the Company''s subsidiaries.

Accordingly, the Annual Report of the Company does not contain the individual statements of these subsidiaries, but contains the audited consolidated financial statements of the Company and its subsidiaries. The Annual Accounts of these subsidiary companies and the related detailed information will be made available to shareholders seeking such information at the point of time. The annual accounts of the Subsidiary Companies will also be kept for inspection by any shareholder at its registered office and that of the concerned subsidiary companies. The statement pursuant to the approval under section 212 (8) of the Companies Act, 1956 is annexed together with the Annual Accounts of the Company.

FIXED DEPOSITS:

There are no fixed deposits outstanding as on March 31, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

PARTICULARS OF EMPLOYEES :

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended March 31, 2013 has not been given as no employee is covered under the said Section.

PERSONNEL:

The relationship with employees was cordial and the Directors would like to thank the executives, members of the staff and workers at various levels in the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 your Directors confirm that

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had 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 the Company at the end of the financial year and of the loss of the Company for that period;

iii) that the Directors had 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 the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. Milan B Dalal is due to retire at the ensuing Annual General Meeting and being eligible offers himself for re- appointment. SECRETARIAL COMPLIANCE:

The Secretarial Compliance Report required as per provisions of section 383A of The Companies Act 1956, has been obtained from Mr. Sanjay Soman of Sanjay Soman & Associates, a practicing Company Secretary for the financial year ended on 31.3.2013.

AUDITORS:

The Auditors, M/s. Ford, Rhodes, Parks & Co., retire at the end of the Annual General Meeting and they have given their consent for re-appointment.

AUDITORS REPORT:

i) As regards Clause 1 of Annexure referred to in Clause 1 of the Auditors Report, the Company is in the process of updating the fixed assets records and the physical verification of assets is being conducted in a phased manner.

ii) As regards Clause 3 d) of the Annexure referred to in Clause 1 of the Auditors Report, the Company has been irregular in the payment of interest as per the decision taken by the management from time to time

iii) As regards Clause 7 of Annexure referred to in Clause 1 of the Auditors Report, the Company is in process of commencing the Internal Audit system commensurate with the size of the Company and nature of its business.

On behalf of the Board of Directors

U.K. DHUPELIA

DIRECTOR

MUMBAI

Dated: 13th August, 2013.


Mar 31, 2010

The Directors have pleasure in presenting this Ninety Third Annual Report together with the Audited Accounts for the year ended 31st March, 2010.

(Rs. in Lacs)

2009-2010 2008-2009

Gross Sales 1396.69 4229.00

Profit / (Loss) after Interest & Finance charges (442.84) (217.97)

Provision for Depreciation 5.78 13.26

Profit / (Loss) before tax & prior period items (448.62) (231.23)

Profit on Perpetual Assignment of Brand 506.73 246.11

Prior period Interest Income Reversed 2.48 -

Current Tax - -

- Fringe Benefit Tax - 11.75

Deferred tax adjustment Debit / (Credit) - -

Prior period Tax adjustments - debit / (credit) 1.03 (0.44)

Profit / (Loss) for the year 54.60 3.57

Add: Provision for gratuity as on 1/4/2008 - -

Add: Profit / (Loss) balance brought forward from previous year (658.47) (662.04)

Balance available for appropriation (603.87) (658.47)



OPERATIONS : During the year sales were Rs. 1397 lacs against 4229 lacs in the previous year. We regret to advise you that our main distribution line Colormate terminated the distribution arrangement, which resulted in the shortfall in sales. Our efforts in lining up alternate products did not succeed to our expectation mainly because of the worsening market conditions for consumer products and ever increasing input cost on inhouse brands. In view of the carried forward losses directors do not recommend any dividend for the year under review.

FUTURE PROSPECTS : We are happy to advice during the current year we have finalized distribution arrangements with Simla Chemicals Pvt. Ltd. for handling their Simco brand of hair fixers, shampoos etc and the business has commenced in the Northern Region from June 2010. This brand has existing turnover in this area and we hope to. improve upon the same with vigorous distribution efforts. Renewed efforts are being made to revamp our inhouse products portfolio and sales are improving. We are also in final stage of negotiation with a food products company in the Southern Region. It is hoped that with these additional business we will be in a position to break-even in the operation.

SUBSIDIARYCOMPANIES:

The accounts of the Subsidiary Companies - Muller & Phipps Agencies Ltd. and Muller & Phipps (Industrial Services) Ltd. drawn up to 31st March, 2010 are annexed to this report.

FIXED DEPOSITS:

There are no fixed deposits outstanding as on 31st March, 2010.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO:

As required under Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed.

PARTICULARS OF EMPLOYEES:

Information as per sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March, 2010 has not been given as no employee is covered under the said Section.

PERSONNEL:

The relationship with employees was cordial and the Directors would like to thank the executives, members of the staff and workers at various levels in the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956 your Directors confirm that

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had 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 the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) that the Directors had 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 the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

Mr. Milan B. Dalai is due to retire at the ensuing Annual General Meeting and being eligible offers themselves for re- appointment.

SECRETARIAL COMPLIANCE:

The Secretarial Compliance Report required as per provisions of section 383A of The Companies Act 1956, has been obtained from Mr. Sanjay Soman of Sanjay Soman & Associates, a practicing Company Secretary for the financial year ended on 31.3.2010.

AUDITORS.

The Auditors, M/s. Ford, Rhodes, Parks & Co., retire at the end of the Annual General Meeting and they have given their consent for re-appointment.

AUDITORS REPORT:

i) As regards Clause 1 of Annexure referred to in Clause 3 of the Auditors Report, the Company is in the process of updating the fixed assets records and the physical verification of assets is being conducted in a phased manner.

ii) As regards Clause 7 of Annexure referred to in Clause 3 of the Auditors Report, the Company is in process of puting in place proper Internal Audit System commensurate with the size of the Company and nature of its business.

On behalf of the Board of Directors

U.K. DHUPELIA

DIRECTOR

MUMBAI

Dated: 27th August 2010



 
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