Muller & Phipps (India) Ltd Directors Report.

The Members of Muller & Phipps India Limited

Your Directors present the ONE HUNDRED FOURTH ANNUAL REPORT of your Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2021

1. FINANCIAL RESULTS

Amount (in lacs)

Particulars 2020-21 2019-20
Gross Sales 397.46 361.55
Profit / (Loss) after interest and Finance Charges 39.79 35.47
Provision for Depreciation 0.85 0.67
Net profit/ (Loss) before exceptional item and tax 38.94 34.80
Add/ Less Exceptional Items 133.86 -
Provision for taxation - -
Profit/(Loss) for the year 170.05 34.80
Add: Profit/(Loss) Balance brought forward from Previous Year (500.14) (534.94)
Balance available for appropriation (330.08) ( 500.14 )

During the year sales were 397.46 Lakh against 361.55 Lakh in the previous year. The sales has been improved even in rough market condition for consumer products and this year company has controlled well on 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

The Company is engaged in the marketing of our own brands in the Dental and Skin Care segments under brand names of Cavisan and Nixoderm. Despite the Covid-19 pandemic for most part of the year and consequent lockdowns the Company has maintained the sales growth and achieved 10% increase over the year 2019-20 sales During the year the Company introduced a range of Frozen foods under own brand Tiff-n-Bite and Treatos but due to business disruption on account of Covid-19 the sales has not picked up as expected.

5. THE STATE OF COMPANY AFFAIRS - MANAGEMENT ANALYSIS

Whilst the management is hopeful of progressively increasing the turnover of the Company, Covid-19 second wave is posing tough challenge as business activities are at a standstill due to lockdown during the first quarter of the current year. This prolonged stoppage of business activities at all spheres has resulted in cost escalation of product inputs forcing a major price revision which will have some effect on consumer purchase on account of very difficult economic conditions the country is going through. Despite these adverse factors the management is hopeful of maintaining the sales growth and also looking for additional products to broad base the product portfolio to bring in additional turnover.

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 Services Limited U74140MH1988PLC047489 100%
Mullerand 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 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 500000
Revenue Rs 35144 Rs 10000
Profit/(Loss) before Tax (Rs 15616) (Rs 43700)
Taxes NIL NIL
PAT (Rs 15616) (Rs 43700)
Companies share in profit / (Loss) 100% 100%

10. ASSOCIATE COMPANY AND JOINT VENTURE

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 financial year 2020-21.

12. AUDITORS

Appointment of Statutory Auditors

M/s. K.F. Jetsey & Co, Chartered Accountants, Mumbai, bearing ICAI Registration No.104209W who hold office as Auditors of your Company upto the conclusion of the forth coming 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. AUDITORSREPORT: Directors note on Auditors qualifications

The Directors are hopeful of positive outcome of efforts to revive the business and now with additional products in current portfolio which is helping company to be profitable from current year. 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 as "Annexure 1" 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 134(3) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 2014 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

Particulars 2020-21 2019-20
Foreign Exchange Earnings in terms of actual inflows Nil Nil
Foreign Exchange Outgo in terms of actual outflows Nil Nil

18. CORPORATE SOCIALRESPONSIBILITY

Since the Companys net worth as well as its net loss 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.

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.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 2020-2021, the Board of Directors met 4(Four) times as per table below

29th June, 2020 13th August, 2020 10th November, 2020 8th February, 2021

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 No.5.in the Financial Statements.

22. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES

The Companys contracts or arrangements with related parties of which the details are given in Note No.36A of the Financial Statements. "Annexure 2"

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:

GetzBros. Company Limited Associates:

Foodsand Inns Ltd.

Western Press Pvt. Ltd Getz Pharma Private Limited c Directors and their Relatives:

Mr. Milan Dalal - Director

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 does not contain any qualification, reservations or adverse remark or disclaimer as attached in "Annexure 3" and forms part of this Report.

Given the nature of the Companys activities, the provisions relating to submission of Cost Auditors Report donot 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 197(12) of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 2014 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 COMPANYS OPERATIONS IN FUTURE

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. ACKNOWLEDGEMENT

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
P V Mohan Milan Dalal
Mumbai Whole Time Director Director
Dated: 23th June 2021 DIN 00195051 DIN 0062453