muller phipps india ltd Directors report

The Members of Muller & Phipps India Limited

Your Directors present the ONE HUNDRED FIFTH ANNUAL REPORT of your Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2022

1. FINANCIAL RESULTS

Amount (Rs lacs)

Particulars	2021-22	2020-21
Gross Sales	366.91	397.46
Profit / (Loss) after interest and Finance Charges	44.88	39.79
Provision for Depreciation	1.23	0.85
Net profit/ (Loss) before exceptional item and tax	43.65	38.94
Add/ Less Exceptional Items	-	133.86
Provision for taxation	-	-
Profit/(Loss) for the year	43.21	170.05
Add: Profit/(Loss) Balance brought forward from Previous Year	(330.08)	(500.14)
Balance available for appropriation	(286.87)	( 330.08 )

During the year sales were 366.91 Lakh against 397.46 Lakh in the previous year. The sales has been narrowed down due to rough market condition for consumer products during lockdown ( Covid)

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 the marketing of our own brands in the Dental and Skin Care segments under brand names of Cavisan and Nixoderm. and Frozen foods under own brand Tiff-n-Bite and Treatos.

5. THE STATE OF COMPANY AFFAIRS - MANAGEMENT ANALYSIS

Whilst the management is hopeful of progressively increasing the turnover of the Company. The 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%
Muller and Phipps Agencies Limited	U51900MH1981PLC025416	100%

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

(Rs In Hundreds)

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	? 5000	? 5000
Paid-up share capital	? 5000	? 5000
Revenue	? 389	-
Profit/(Loss) before Tax	(? 177)	(? 599)
Taxes	NIL	NIL
PAT	(? 177)	(? 599 )
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 2021-22.

12. AUDITORS

Appointment of Statutory Auditors

The Companys Auditors M/ K F Jetsey & Co, Chartered Accountants, were appointed as statutory auditors of the company from the conclusion of the One Hundred Third Annual General Meeting of the Company held on 28-09-2020 till the conclusion of the One Hundred Sixth Annual General Meeting to be held in the year 2023.They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India

13. AUDITORS REPORT

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors

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 Rs

Particulars	2021-22	2020-21
Foreign Exchange Earnings in terms of actual inflows	Nil	Nil
Foreign Exchange Outgo in terms of actual outflows	Nil	Nil

18. CORPORATE SOCIAL RESPONSIBILITY

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. Raymond Simkins retire at the ensuing Annual General Meeting and being eligible offers himself for the reappointment.

During the year, the term of appointment of Mrs. Kamlini Maniar as an Independent Director expired, Nomination and Remuneration Committee and Board of Directors at their meeting held on August 08, 2022 approved the reappointment of Mrs. Kamlini Maniar, Independent Director for a second term of five years commencing from April 01, 2022.

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 2021-2022, the Board of Directors met 4 (Four) times as per table below

23rd June, 2021

12th August, 2021

9th November, 2021

4th February, 2022

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.4.in the Financial Statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Companys contracts or arrangements with related parties of which the details are given in Note No.35(a ) 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:

Getz Bros. Company Limited Associates:

Foods and Inns Ltd.

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

Mr. Milan Dalal - Director

24. MANAGERIAL REMUNERATION

The company does not have any appointment in this category in the year under review.

25. 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 do not apply to the Company.

26. 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.

27. 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.

28. 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.

29. 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 30 of financial statements are disclosed Under Contingent liabilities.

30. 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.

31. 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: August 08, 2022	DIN 00195051	DIN 0062453