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