Your directors have pleasure in presenting the 65th Annual Report of the Company together with the Audited Financial Statements for the year ended 31stMarch, 2024.
1. FINANCIAL RESULTS
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A snapshot of the financial performance for the year gone by and its comparison with previous year is given below:
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Particulars
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2023-24 (f in lakhs)
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2022-23 (? in lakhs)
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Income
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138.02
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235.99
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Expenditure
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196.31
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147.69
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Profit/ (Loss) before Depreciation and Tax
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(48.03)
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102.46
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Depreciation
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10.25
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14.14
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Provision for Taxation:
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Current Tax
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--
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13.80
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Adjustment of Tax of previous year
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--
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1.63
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Profit/ (Loss) after Tax
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(58.28)
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72.87
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Balance brought forward from last year
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397.46
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327.71
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Adjustments for depreciation transferred from Revaluation Reserves
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3.73
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3.73
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Balance carried to Balance sheet
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336.05
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397.46
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2. RESULTS OF OPERATIONS
As per the Financials for year ended on March 31, 2024 the turnover of the Company is ? 138.02 lakhs as compared to ?.235.99 lakhs for the year ended on March 31, 2023. The Company made a profit before depreciation and tax of ? (48.03) lakhs during the year ended March 31, 2024 against the profit before depreciation and tax of ?.102.46 lakhs during the year ended on March 31, 2023.
3. DIVIDEND
Your Board of Directors, in its meeting held on May 21, 2024, has recommended a Dividend of ? 0.90 (i.e. 9 %) per equity share of ? 10/- each out of the accumulated profits. 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, 2024 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, 2024 till date of this report.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
• 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 loss of ? (48.03) lakhs before depreciation and tax as compared to profit of ? 102.46 lakhs in the previous year. After providing for depreciation and tax, the profit for the year under review was ? (58.29) lakhs as compared to profit of ? 72.87 lakhs for the previous year.
• EMPLOYEES/ HUMAN RESOURCES
During the year, relations with employees remained cordial. As on 31st March, 2024, the Company had 2 employees on its roll.
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, 2024 forms part of the Annual Report.
The Auditor's 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.
During the year, the term of appointment of Mr. Radheshyam Swami as an Independent Director comes to an end, Nomination and Remuneration Committee and Board of Directors at their meeting held on August 12, 2024 approved the reappointment of Mr. Radheshyam Swami, Independent Director for a second term of five years commencing from August 09, 2024, subject to the approval of the shareholders.
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, 2024 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 Four 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 DIRECTOR'S 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 Company's 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, 2024
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 Company's website www.mpilcorporation.com.
No complaint was received by the Company during the year ended 31st March, 2024.
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 Management 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 Company's website www.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 taken vehicle loan from financial institution for which the requirement for valuation was not required. Further 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
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