Your directors have pleasure in presenting the 64th Annual Report of the
Company together with the Audited Financial Statements for the year ended 31stMarch,
2023.
1. FINANCIAL RESULTS
A snapshot of the financial performance for the year gone by and its comparison with
previous year is given below:
| Particulars |
2022-23 (f in lakhs) |
2021-22 (Rs in lakhs) |
| Income |
235.99 |
230.76 |
| Expenditure |
147.69 |
131.01 |
| Profit/ (Loss) before Depreciation and Tax |
102.46 |
113.90 |
| Depreciation |
14.14 |
14.15 |
| Provision for Taxation: |
|
|
| Current Tax |
13.80 |
14.70 |
| Adjustment of Tax of previous year |
1.63 |
-- |
| Profit/ (Loss) after Tax |
72.87 |
85.04 |
| Balance brought forward from last year |
327.71 |
245.79 |
| Adjustments for depreciation transferred from Revaluation Reserves |
3.73 |
3.73 |
| Balance carried to Balance sheet |
397.46 |
327.71 |
2. RESULTS OF OPERATIONS
As per the Financials for year ended on March 31, 2023 the turnover of the Company is
Rs 235.99 lakhs as compared to Rs.230.76 lakhs for the year ended on March 31, 2022. The
Company made a profit before depreciation and tax of Rs 102.46 lakhs during the year ended
March 31, 2023 against the profit before depreciation and tax of Rs.113.90 lakhs during
the year ended on March 31, 2022.
3. DIVIDEND
Your Board of Directors, in its meeting held on May 18, 2023, has recommended a
Dividend of Rs 1.20 (i.e.12 %) per equity share. The dividend payout is subject to
approval of members at the ensuing Annual General Meeting.
4. TRANSFER TO RESERVES
No amount is proposed to be transferred to reserves during the year under review
5. FIXED DEPOSITS
During the year under review, the Company has not accepted any fixed deposits from the
public and as on 31st March, 2023 the Company had no unclaimed deposits or
interest thereon due to any depositor.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE
FINANCIAL YEAR AND DATE OF REPORT
There are no material changes and commitments affecting the financial position of the
Company which have occurred after March 31, 2023 till date of this report.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
• ECONOMIC OUTLOOK
Almost all sectors have been adversely affected as domestic demand and exports sharply
plummeted with some notable exceptions where high growth was observed
• OPPORTUNITIES, THREATS, RISKS AND CONCERNS
The Company derives its income primarily from investments in financial instruments. In
a falling interest rate environment, there would be impact on level of earning and
consequently on the profitability of the Company. Having said that the Company proposes to
make best use of its available resources and achieve a steady if not accelerated growth.
• SEGMENT WISE OR PRODUCT WISE PERFORMANCE
The Company does not carry on any manufacturing or sales activity and therefore there
are no reportable segments in the Company operations. The surplus funds of the Company are
invested in money market instruments which generates investment income. The Company also
derives income from lease of its assets and business support services. Details of these
incomes are separately disclosed in the financial statements. The revenues are utilized to
maintain the assets of the Company.
• INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The company has an appropriate system of internal control. The Company ensures
adherence to internal control policies and procedures. Internal audit is conducted on a
periodical basis to review internal controls. The Audit Committee of the Board of
Directors reviews the reports of the internal audits conducted and the adequacy of
internal control systems.
• FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
During the year under review, the Company recorded a profit of Rs 102.46 lakhs before
depreciation and tax as compared to profit of Rs 113.90 lakhs in the previous year. After
providing for depreciation and tax, the profit for the year under review was Rs 72.87
lakhs as compared to profit of Rs 85.04 lakhs for the previous year.
• EMPLOYEES/ HUMAN RESOURCES
During the year, relations with employees remained cordial. As on 31st
March, 2023, the Company had 2 employees on its roll.
Statements in this Management Discussion & Analysis describing the Companys
objective, projections, estimates and expectations may be forward looking statement within
the meaning of applicable laws and regulations. Actual results might differ materially
from those either expressed or implied.
8. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the
Company as at 31st March, 2023 is uploaded on the website of the Company at
www.mpilcorporation.com
9. AUDITORS
9.1 Statutory Auditors
The Auditors Report given by M/s M D Pandya & Associates, Chartered Accountants
Statutory Auditors, on the financial statements of the Company for the year ended March
31, 2023 forms part of the Annual Report.
The Auditors Report does not contain any qualification, reservation or adverse remark.
9.2.Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s Ragini Chokshi & Co, Practicing Company Secretary, to undertake the
Secretarial Audit of the Company.
The Secretarial Audit Report is annexed as ANNEXURE 1 to this report and does
not contain any qualifications.
10. CORPORATE GOVERNANCE
The Company has complied with the mandatory Corporate Governance requirements
stipulated under Regulations 34 and 53 read with Schedule V of the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.
The report on Corporate Governance and a certificate from the Auditors of the Company,
M/s M.D. Pandya & Associates, confirming compliance of the conditions of the Corporate
Governance requirements are annexed hereto and forms part of the Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Milan
Dalal (DIN: 00062453) retires by rotation and is eligible for re-appointment.
Shareholders are informed that Mr. Deepak Sheth, Chief Financial Officer of the Company
has tendered her resignation w.e.f. 08-02-2023. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee appointed Mrs. Claret Rebello,
as Chief Financial Officer of the Company with effect from 15-02-2023.
12. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that;
• In the preparation of the Annual Accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures.
• we 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 the Company at the end of financial year ended March 31, 2023
and of the profit of the Company for that year.
• we 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 the Company and for preventing and detecting fraud and other irregularities.
• we have prepared the Annual Accounts on a going concern basis.
• we have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively.
• we have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. BOARD EVALUATION
In accordance with the provisions of the Companies Act, 2013 and Regulations of SEBI
(LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the evaluation of the working
of its Audit Committee, Nomination & Remuneration Committee and other Committees. The
manner in which the evaluation is carried out has been explained in the Corporate
Governance Report.
14. NUMBER OF MEETINGS OF THE BOARD
The Board met Five times during the financial year, the details of which are given in
the Corporate Governance report.
15. INDEPENDENT DIRECTORS MEETING
The Independent Directors met once during the year under review, without the attendance
of the Non - Independent Directors and members of the Management. The Independent
Directors reviewed the performance of the Non-Independent directors and the Board as a
whole and the performance of the Chairman of the Company, taking into account the views of
the Directors and assessed the quality, quantity and timeline of the flow of information
between the Company Management and the Board which is necessary for the Board to
effectively and reasonably perform their duties.
16. COMMITTEES OF THE BOARD
The Companies Act, 2013 provides for the formation and duties of various committees of
the Board. The Company has in place the required Committees with specific defined roles,
duties and responsibilities. Details of the various committees, meetings held and
attendance at the various committee meetings are given in the Corporate Governance Report.
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Nomination & Remuneration Committee of the Company leads the process for Board
appointments in accordance with the requirements of the Companies Act, 2013, the
Regulations of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
and other applicable regulations and guidelines. The Board has, on the recommendation of
the Nomination & Remuneration committee, framed a policy for selection and appointment
of Directors, Senior Management and their remuneration. The Remuneration policy is
available on the company website www.mpilcorporation.com. There has been no change in the
policy since the last year.
18. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from Independent Directors of the Company
confirming that they meet with the criteria of independence as per Section 149 of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
19. PARTICULARS OF CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
Details of contracts and arrangements with related parties in form AOC-2 is annexed as ANNEXURE
2 to this report.
20. PARTICULARS OF EMPLOYEES AND REMUNERATION
None of the employees of the Company is in receipt of remuneration exceeding the limit
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year, no significant or material orders were passed by any regulators
against the Company which impact the going concern status and the Companys operations in
future.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO.
The provisions of section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 relating to conservation of energy, technology absorption do not
apply to the Company.
During the year under review, there were no Foreign exchange earnings and outgo
23. SUBSIDIARY COMPANIES
The Company does not have any subsidiary company or any existing Joint venture as on 31st
March, 2023
24. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
The Company has set up an Internal Complaints Committee for providing a redressal
mechanism pertaining to sexual harassment of woman employees at workplace. There was no
case of sexual harassment reported during the year under review.
25. INTERNAL FINANCIAL CONTROLS
A detailed note on internal financial controls is included in the Management Discussion
& Analysis.
26. VIGIL MECHANISM
The Company has put in place a Whistle Blower Policy to deal with instances of fraud
and mismanagement, if any. The detail of the policy is available on the Companys website
mpilcorporation.com.
No complaint was received by the Company during the year ended 31st March, 2023.
27. RISK MANAGEMENT POLICY
Risk is an integral and unavoidable component of business and the management is
committed to managing the risk in a proactive and effective manner. The Company has
adopted a systematic approach to mitigate risk associated with accomplishment of
objective, operations, revenues and regulations. The Board of Directors has constituted a
Risk Managb ement Committee and framed a Risk Management Policy. The Risk Management
Committee meets from time to time to review and identify potential risk areas and steps to
be taken to mitigate such risks. The Risk Management Policy is available on the Companys
website mpilcorporation.com.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to Financial Statements
29. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
As on the date of this Report, Company has not taken any loan form Bank or Financial
Institution, therefore the needs of valuation does not arise
30. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE YEARALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR.
As on the date of this Report, Company has no proceedings pending under the Insolvency
and Bankruptcy Code, 2016
31. ACKNOWLEDGEMENT
Your directors take this opportunity to thank the statutory authorities, banks,
shareholders, employees and other stakeholders for their valued support
|
For and on behalf of the Board of Directors |
|
| Place: Mumbai |
Milan Dalal |
Veena Dalal |
| Date: August 10, 2023 |
Chairman |
Whole Time Director |
|
(DIN 00062453) |
(DIN 00062873) |
+91-9892691696
