Your directors present the ONE HUNDRED SEVENTH ANNUAL REPORT of your Company together with the Audited Financial
Statements of Accounts for the year ended 31st March, 2024
1. FINANCIALRESULTS
(? in lacs
|
Particulars
|
2023-24
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2022-23
|
|
Gross Sales
|
414.07
|
391.33
|
|
Profit / (Loss) after interest and Finance Charges
|
33.50
|
22.14
|
|
Provision for Depreciation
|
0.52
|
0.71
|
|
Net profit / (Loss) before exceptional item and tax
|
32.98
|
21.43
|
|
Add/ Less Exceptional Items
|
40.00
|
-
|
|
Provision for taxation
|
-
|
-
|
|
Profit /(Loss) for the year
|
72.50
|
21.00
|
|
Add: Profit /(Loss) Balance brought forward from Previous Year
|
(265.87)
|
(286.87)
|
|
Balance available for appropriation
|
(193.37)
|
(265.87)
|
During the year sales were?414.07Lakhs against ? 391.33 Lakhs in the previous year .The sales has improved due to
demand for consumer products and the Company has controlled well on input cost on in-house brands There is increase in
sales of ? 22.74lakhs as compared to previous year..
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..
5. THE STATE OF COMPANY AFFAIRS - MANAGEMENTANALYSIS
Whilst the management is hopeful of progressively increasing the turnover of the Company and is also looking for additional
products to broad base the product portfolio inorder 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 VENTURECOMPANY:
|
Name of the Company
|
CIN
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% of shares held
|
|
Muller and Phipps Industrial Services Limited
|
U74140MH1988PLC047489
|
100%
|
|
Mullerand Phipps Agencies Limited
|
U51900MH1981PLC025416
|
100%
|
10. 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
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12-Oct-1981
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26-May-1988
|
|
Percentage of Capital held by the Company
|
100%
|
100%
|
|
Reporting period of subsidiary
|
NA
|
NA
|
|
Authorised share capital
|
500000
|
500000
|
|
Paid-up share capital
|
500000
|
500000
|
|
Revenue
|
0.15
|
-
|
|
Profit/(Loss) before Tax
|
(0.14 )
|
(0.30)|
|
|
Taxes
|
-
|
-
|
|
PAT
|
(0.14)
|
(0.30))
|
|
Companies share in Profit / (Loss)
|
100%
|
100%
|
11. ASSOCIATE COMPANY AND JOINTVENTURE
As on the date of this Report, there is no joint venture company.
12. FIXEDDEPOSITS
The Company has not accepted any Fixed deposit during the financial year 2023-24.
13. AUDITORS
Appointment of Statutory Auditors
M/s. Shankarlal Jain & Associates LLP, Chartered Accountants, Mumbai, bearing ICAI Registration No. 109901W/ W100082
who hold office as Auditors of your Company for a period of three years from September 11,2023 up to the conclusion of the
109th Annual General Meeting
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
14. 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
15. SHARE CAPITAL
During the year under report, the Company has not issued any shares.
16. 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, 2024 will be uploaded on
the website of the Company at https://mulphico.co.in
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO
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
|
2023-24
|
2022-23
|
|
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 Company's 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.
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.
The Board pursuant to the provisions of Section 149 and 152 of the Companies Act 2013 and subject to the approval of
shareholders in the ensuing Annual General Meeting have reappointed Mr. Venu Krishnan and Mr. A.V. Seshadrinathan as
Independent Directors of the Company for a second term of five years.
20. NUMBER OF MEETINGS OF THE BOARD OFDIRECTORS
During the year 2023-2024, the Board of Directors met 4 (Four) times as per table below
|
May 22, 2023
|
August 08, 2023
|
November 08, 2023
|
February 08, 2024
|
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186
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. PARTICUL ARS 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. 32(a) of the
Financial Statements. “Annexure 1”
23. MANAGERIALREMUNERATION
The company does not have any appointment in this category in the year under review.
24. SECRETARIAL AUDIT REPORT AND COST AUDITREPORT
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
there under.
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 2” and forms part of this Report.
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 GOVERNANCECERTIFICATE
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 OFEMPLOYEES
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 COMPANY'S OPERATIONS INFUTURE
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 litigation spending the final result as per note 28 of financial statements are disclosed under Contingent
liabilities.
29. DIRECTORS' RESPONSIBILITYSTATEMENT
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. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME 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
31. THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG 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
32. 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
PV Mohan Milan Dalal
Mumbai Whole Time Director Director
Dated: August 13, 2024 DIN 00195051 DIN 00062453
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