| Dear Shareholders,
The Directors are presenting the 21st Annual Report of your Company
and the Audited Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS: (Rs. in Lacs)
Particulars For the year For the year
ended 31.03.2015 ended 31.03.2014
Revenue from Operations 57.92 37.19
Profit / (Loss) before taxation 7.87 (1.13)
Profit/ (Loss) for the year
carried to Balance Sheet 7.23 0.41
SHARE CAPITAL
During the year under review:
a. No Equity shares have been issued with differential voting rights.
Hence no disclosure is required in terms of Rule 4 (4) of Companies
(Share capital and Debentures) Rules, 2014.
b. No issue of Sweat Equity Share has been made. Hence no disclosure
is required in terms of Rule 8 (13) of Companies (Share capital and
Debentures) Rules, 2014.
c. There was no issue of Employee Stock Option. Hence, no disclosure
is required in terms of Rule 12 (9) of Companies (Share capital and
Debentures) Rules, 2014.
d. There was no provision made by the Company for any money.for
purchase of its own shares by employees or by trustees for the benefit
of employees. Hence, no disclosure is required in terms of Rule 16 (4)
of Companies (Share capital and Debentures) Rules, 2014.
e. The issued, subscribed and paid up share capital of the Company as
on 1st April 2014 at Rs.300 Lacs divided into 30,00,000 shares at
Rs.10 each remained unchanged as on 31st March,2015.
APPROPRIATION OF PROFITS AFTER TAX FOR TRANSFER TO RESERVES
Your Directors proposed to transfer a sum of Rs.7.23 Lakhs to General
Reserve making General Reserves amount to Rs.66.67 Lacs as at
31.03.2015.
DIVIDEND:
With a view to conserve resources of your company Directors do not
recommend any dividend on Equity Shares for the year under review.
STATE OF AFFAIRS/ PERFORMANCE:
During the year under review, the Company revenue from operations
stood at Rs.57.92 Lacs as against Rs. 37.19 Lacs in the previous year.
The Company has earned a Net profit of Rs. 7.23 Lacs as compared to
the Profit of Rs. 0.41 Lacs during the previous accounting year.
CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in any business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The tenure of office of Mr. Mahesh B. Parikh as Managing Director
ceases on 01.11.2014.
The Board on recommendation of the Nomination and Remuneration
committee, at its meeting held on has reappointed Mr. Mahesh B. Parikh
as Managing Director for a further period of 2 years and 11 months
w.e.f. 01.11.2014 till 30.09.2017 subject to approval of the Members
at the ensuing Annual General Meeting in terms of Section 188, 196,
197 read with Schedule II, Part II of Schedule V and other applicable
provisions, if any, of the Companies Act,20l3.
Pursuant to Section 203 of the Companies Act, 2013, the Co. has
appointed following Key Management Personnel
Mr. Imtiyazul Hasan Chief Operating Officer and
Chief Compliance Officer.
Mr. Santosh Patole Chief Finance Officer
STATEMENT ON DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Declarations required under Section 149(7) of the Companies Act,
2013 from the Independent Directors of the Company confirming that
they met the criteria of independence as prescribed under Section
149(6) of the Companies Act,2013 as well as under Clause 49.II.B of
the Listing Agreement with the Stock Exchanges, was duly received by
the Company.
CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements
under the Companies Act, 2013 and as stipulated in the Clause 49
(Revised) under the Listing Agreement with the Stock Exchanges.
A separate report on Corporate Governance under the Listing Agreement,
along with the certificate from the Practicing Company Secretary
confirming the compliance is annexed to this report.
DETAILS OF BOARD MEETING/COMMITTEE MEETING
Attendance No. of Last AGM Audit
Meeting 09.08.2014 Committee
Attended
Total meetings 4 - 4
Mr. Mahesh Parikh 4 YES 4
Mrs. Sudha P. Kapadia 2 NO -
Mr. Lalit P. Dalal 4 YES 4
Mr. Govind D. Rathi 4 NO 4
Mr. Jitendra Sharma 3 NO -
Mrs. Monalisa D. Parikh 1 NO -
(appointed on 22.05.2015)
Attendance Nomination & Shareholder/Investors
Remuneration Grievances Committee
Committee
Total meetings 2 4
Mr. Mahesh Parikh 2 4
Mrs. Sudha P. Kapadia - -
Mr. Lalit P. Dalal 2 4
Mr. Govind D.Rathi 2 4
Mr. Jitendra Sharma - -
Mrs. Monalisa D. Parikh - -
(appointed on 22.05.2015)
*Members of Audit Committee( Mr. Lalit P. Dalal is Chairman)
*Members of Nomination & Remuneration Committee (Mr. Lalit P. Dalal is
Chairman)
*Members of Shareholders/Investor's Grievances Committee (Mr. Lalit P.
Dalal is Chairman)
RISK MANAGEMENT COMMITTEE
Your Board at its meeting held on 14th Feb.2015 has constituted Risk
Management Committee of the Board in terms of Clause VI C of Revised
Clause 49 of the Listing Agreement.
1. Mr. Lalit Dalal Chairman
2. Mr. Govind Rathi Member
3. Mr. Mahesh Parikh Member
Further details of Risk Management Committee are available in the
Corporate Governance Report. ANNUAL PERFORMANCE EVALUATION
The required Performance Evaluation was carried out by the Board in
the Meeting held on 22nd May.2015. The Independent Directors also
carried out the Performance Evaluation in terms of Clause VII (3) (c)
of Schedule IV to the Companies Act 2013 in -their separate meeting
held on 14th Feb.2015.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act, 2013, (" the Act')
read with rule 12(1) of the Companies (Management and Administration)
Rules, 2014, extract of annual return is given as Annexure.
VIGIL MECHANISM /WHISTLE BLOWER POLICY
Pursuant to section 177( 9 ) read with Rule 7(Meeting of Board and its
Power) Rules, 2014, and Clause 49. II. F of the Listing Agreement,
your company has duly established Vigil Mechanism for Directors and
employees to report concerns about unethical behavior, actual or
suspected fraud or violation of company's code of conducts or ethics
policy. Audit Committee of the Board monitors and overseas the vigil
mechanism.
The detailed policy related to this Vigil Mechanism is available in
the Company's website at www.mbpfin.com
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis
and are In compliance with the applicable provisions of the Companies
Act, 2013 and listing agreement. There are no materially significant
related party transactions made by the Company with Promoters,
Directors or Key
Managerial Personnel etc. which may have potential conflict with the
interest of the Company at Large. All related party transactions are
presented to the Audit Committee and the Board, if required for
approval. Omnibus approval is obtained for the transactions which are
foreseen and repetitive in nature. Related party transactions policy
as approved by the Board is uploaded on the Company's website at the
web link: http://www.mbpfin.com.
STATUTORY AUDITORS:
M/s. B. R. Pancholi & Co., Chartered Accountants, being eligible offer
themselves for re- appointment till the conclusion of the next AGM. If
re-appointed, it will be within the prescribed limits specified in
Section 139 of the Companies Act, 2013. Members are requested to
appoint the auditors and to fix their remuneration. The report of the
Statutory Auditors does not contain any qualification, reservation or
adverse remark or disclaimer which requires any further comments or
explanations in this Report. The Notes to the Financial Statements are
also self explanatory and do not call for any further comments.
MATERIAL CHANGES AND COMMITMENTS:
Your Directors further states that no material changes have taken
place affecting the financial position of the Company from the date of
closure of financial year till the signing of Accounts.
DIRECTORS' RESPONSIBILITY STATEMENT:
Persuant to the requirement Clause ( c ) of Sub-Section ( 3) of Sec
134 of the Companies Act 2013 your Directors confirm that-
(I) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) the directors had 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 the financial year and of the profit and
loss of the company for that period;
(iii) the directors had 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;
(iv) the directors had prepared the annual accounts on a going concern
basis;(v) the directors, further state that 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.
(vi) the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
LOANS, GUARANTEE & INVESTMENTS:
The company has not given any loans and has not made investment
except, as disclosed in the financial statements of the Company during
the year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC. & FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS:
Current Year Previous Year
Nil Nil
DEPOSITS:
The Company has not accepted any deposits.
RISK MANAGEMENT POLICY:
Risk Management Policy for the Co. including identification of
elements of risk, if any, which may result into heavy financial loss
is formulated and approved by the Board at its meeting on 22ndMay
.2015 to be reviewed periodically.
CORPORATE RESPONSIBILITY STATEMENT (CSR):
Your Directors state that the provisions of Section 135 of the
Companies Act, 2013 regarding the provisions of Corporate Social
Responsibility are not applicable to the Company as the Company is not
falling under the required parameters.
SECRETARIAL AUDIT:
As required under Section 204 of the Companies Act, 2013 Secretarial
Audit Report as obtained from M/s. Sanjay Dholakia & Associates,
Practising Company Secretary is attached and forms part of the Board
Report. The Report does contain qualification, reservation or adverse
remark or disclaimer on the appointment of Company Secretary, We have
to state that the Company is in the process of appointment of full
time Company Secretary.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted a Nomination and Remuneration Committee
pursuant to Section 178(1) of the Companies Act, 2013 and has defined
the policy on Director's appointment and payment of remuneration
including criteria for determining qualifications, positive
attributes, independence of a Director.
INTERNAL FINANCIAL CONTROLS:
Your Company has Adequate Internal Financial Control System at all
levels of Management and they are reviewed from time to time. The
Internal Audit is carried out in house as well as by a firm of
Chartered Accountants. The Audit Committee of the Board looks into
Internal Auditor's review which is deliberated upon and corrective
action taken, where ever required.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Co. has no subsidiary or joint venture.
CODE OF CONDUCT
The Company has adopted the code of conduct as per revised Clause 49
of the Listing Agreement applicable to all Directors and senior
management personnel of the company. The company has received
confirmation from all the Directors and senior management personnel of
the company on the compliance of the said code of conduct.
LISTING OF SHARES
The Company's shares are listed at Bombay Stock Exchange Ltd. and
Vadodara Stock Exchange Ltd. We gather that Vadodara Stock Exchange
has ceased to be a Stock Exchange and hence listing would now be only
at BSE. Listing fees to BSE is paid.
INSURANCE
All the assets of the Company are insured.
HUMAN RESOURCES
The relationship of your company with its employees remained cordial
throughout the year. The Company is paying full attention in the
development of Human Resources at all levels by group discussions, job
related training etc.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
co-operation extended by all the employees, Bankers, Stock Exchange,
clients and Central & State Government authorities and stakeholders.
By Order of the Board of Directors
For M. B. PARIKH FINSTOCKS LIMITED
MAHESH BHOGILAL PARILKH
CHAIRMAN AND MANAGING DIRECTOR
DIN No. 00212486
Place: Mumbai
Date: 22.05.2015
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