Muller & Phipps (India) Ltd Directors Report

The Members of Muller & Phipps India Limited

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	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 affectingfinancial 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	% 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	12-Oct-1981	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

109^th 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. AUDITORSREPORT

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 in ows during the year and the foreign exchange outgo during the year in terms of actual out ows as per table below: Amount in

Particulars	2023-24	2022-23
Foreign Exchange Earnings in terms of actual in ows	Nil	Nil
Foreign Exchange Outgo in terms of actual out ows	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.

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 Companys 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 Companys 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 COMPANYS 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 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

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