To the Members
Your Directors have pleasure in presenting their 26th Annual Report together with theaudited statements of Accounts for the period ended 31st March 2016.
1. THE FINANCIAL SUMMARY OR HIGHLIGHTS
(Rs. In Lakhs)
| ||Year Ended ||Year Ended |
| ||31-03-2016 ||31-03-2015 |
|Income from operations ||846.27 ||732.32 |
|Other income ||2.86 ||0.20 |
|Total ||849.13 ||732.52 |
|Total Expenditure ||808.86 ||694.51 |
|Profit/(Loss) before Tax ||4.99 ||12.63 |
|Provision for Taxation ||1.19 ||(1.39) |
|Profit/(Loss) after Tax ||3.80 ||14.02 |
2. THE STATE OF THE COMPANYS AFFAIRS:
Financial Statement of the company has been prepared on standalone basis as prescribedin Rule 8(1) of the Companies Accounts Rules 2014.
During the fiscal 2015 the Total Revenue of your Company has increased by 16% TotalExpenditure has increased by 16% and the Profit after tax has decreased by 73% whencompared to the previous year.
During the year under review your Company has also taken necessary steps to strengthenits competitive advantages enhance its presence in profitable emerging markets and thussecuring future growth momentum.
3. DIVIDEND AND TRANSFER TO RESERVES:
Your Directors are not recommending any Dividend on Equity Share Capital of the Companyfor the Current Financial year ending 31st March 2016. Hence the amount to be transferredto any Reserve Account does not arise.
4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
No Material changes and commitments affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which thefinancial statement relate and the date of the report.
5. THE CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the Business during the financial year.
6. DIRECTORS OR KEY MANAGERIAL PERSONNEL:
Ms. Sneha Director of the Company who retires by rotation being eligible offer herselffor reappointment except this there is no change in Key managerial personal
7. MEETINGS OF THE BOARD OF DIRECTORS:
The Board has met 4 times during the financial year as on 29th May 2015 11th August2015 13th November 2015 and 12th February 2016.
8. SUBSIDIARIES JOINT VENTURES:
Milestone Global (US) INC United States of America ceased to be its subsidiary.As onMarch 31 2016 your company has two Subsidiaries whose details are as follows:
1. Milestone Global (UK) Limited United Kingdom
2. Milestone Global (NZ) Limited New Zealand
During the year under review the overall performance of subsidiaries at UK and NewZealand was satisfactory. Performance and Financial Position of each of the subsidiaryCompanies as prescribed under the Rule 8(1) of the Companies Accounts Rules 2014 havebeen furnished in Notes 27 and 28 forming part of the Accounts.
The Company has not accepted any deposits; hence the provisions with respect to thedeposits covered under Chapter V of the Act are not applicable.
10. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No orders has been passed by the Regulators or Courts or Tribunals impacting the goingconcern status and companys operations in future.
11. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS:
Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. . Your Company has appointed Mr. VarunBansal Chartered Accountants to conduct the internal audit and the findings andrecommendations of the Internal Auditors are placed before the Audit Committee of yourBoard regularly.
12. DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIESACT 2013:
As required U/s 134 (5) of the Companies Act 2013 your Directors state that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2016 and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts for the period ending 31stMarch 2016 on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively. Not Applicable
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
13. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADEBY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS[section 134 (3) (p) and Rule 8(4) of the Companies (Accounts)Rules 2014]:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance of individual Directors.
14. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149:
The Board has received the declaration from all the Independent Directors as per therequirement of Section 149(7) and The Board is satisfied that all the IndependentDirectors meets the criterion of independence as mentioned in Section 149(6).
15. STATEMENT IS TO BE GIVEN ONLY IF THE COMPANY IS COVERED UNDER SECTION 177 &178:
1. Listed Co.
2. Public Co. (Paid up Capital Rs.10 Cr/Turnover Rs.100 Cr/Borrowings Rs.50 Crs ormore)
|a. Audit Committee || |
|Mr. Rajeev Kapoor ||Chairman |
|Mr. Naveen Chawla ||Member |
|Mr. Alok Krishna Agarwal ||Member |
|b. Nomination and Remuneration Committee || |
|Mr. Naveen Chawla ||Chairman. |
|Mr. Rajeev kapoor ||Member |
|Mr. Mayank Bughani ||Member |
|c. Stakeholders Relationship Committee || |
|Mr. Mayank Bughani ||Chairman |
|Mr. Alok Krishna Agarwal ||Member |
|Mr. Fiaz Ahmed ||Member |
Every Co (Net worth Rs.500 Cr / Turnover Rs.1000 Cr / Net Profit Rs.5 Cr or more)
d. Corporate Social Responsibility Committee
This is not applicable to the Company
M/s P.L Tandon & Co. Chartered Accountants of (Reg. No. 000186C) Kanpur retiringauditors who holds office up-to the conclusion of ensuing 26th annual general meetingbeing eligible offer themselves for reappointment from the conclusion of this AnnualGeneral Meeting till the conclusion of 27th AGM.
17. SECRETARIAL AUDIT REPORT:
A copy of the Secretarial audit report as provided by Ms. Shreya Srivastava PractisingCompany Secretary as required under Section 204(1) of the Companies Act 2013 is annexedto this Report as annexure.
18. EXPLANATIONS OR COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK
OR DISCLAIMER MADE BY THE AUDITORS: a) Independent Auditors Report:
The Notes to Accounts forming part of Annual accounts are Self-Explanatory and need nofurther explanation. There are no qualifications/remarks raised in Auditors Reportrequiring clarification.
(b) Secretarial Audit Report:
There are no qualifications/remarks raised in Secretarial Auditors Report requiringclarification and The Secretarial Audit Report annexured to this report.
19. A STATEMENT OF DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
Your Company has a well defined Risk Management System in place as a part of its goodCorporate Governance practices.
20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO - Rule 8(3) of the Companies (Accounts) Rules2014 (A) Conservation ofenergy-(i) the steps taken or impact on conservation of energy;
(ii) the steps taken by the company for utilising alternate sources of energy; (iii)the capital investment on energy conservation equipments; (B) Technology absorption-(i)the efforts made towards technology absorption;
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; (iii) in case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year)
(a) the details of technology imported; (b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the (iv) Theexpenditure incurred on Research and Development.
(C) Foreign exchange earnings and Outgo The Foreign Exchange earned in terms of actualinflows during the year and the Foreign Exchange outgo during the year in terms of actualoutflows.
| ||Rupees ||in LAKHS |
| ||2015-16 ||2014-15 |
|i Value of Import on CIF basis: || || |
|Raw materials ||41.53 ||41.80 |
|Components and Spare Parts ||7.17 ||10.62 |
|ii. Expenditure in Foreign Currency ||5.49 ||- |
|iii. Earning in Foreign Exchange || || |
|Export of Goods calculated on FOB Basis ||839.94 ||716.63 |
|iv. Value of Raw Materials Stores & Spare Parts Etc. Consumed || || |
| ||(Rupees in Lacs) |
|Particulars ||2015-2016 ||2014-2015 |
|a) Raw Materials || || |
|i) Imported Value ||41.53 ||41.80 |
|% of Total Consumption ||10.07% ||13.65% |
|ii) Indigenous Value ||371.04 ||264.45 |
|% of Total Consumption ||89.93% ||86.35% |
|b) Stores and Spare Parts etc.(Including Packing Materials) || || |
|i) Imported Value ||7.17 ||10.62 |
|% of Total Consumption ||8.54% ||13.66% |
|ii) Indigenous Value ||76.75 ||67.13 |
|% of Total Consumption ||91.46% ||86.34% |
37. Previous year figures have been regrouped and recasted wherever necessary toconform to the classification for the Year.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013:
Particulars of loans guarantees or investments under section 186are given in theNotes forming part of Financial Statements for the year ended 31st March 2016.
22. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SUB-SECTION (1) OF SECTION 188:
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the company at large.
23. DISCLOSURES ABOUT CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
This is not applicable to the Company.
24. THE EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:
The extract of the annual return as provided under sub-section (3) of section 92 inform MGT 9 is annexured to this report.
25. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES
IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES [section Section 67(3)]: NotApplicable to the Company.
26. THE DETAILED REASONS FOR REVISION OF SUCH FINANCIAL STATEMENT OR REPORT [Section131(1)]: This is not applicable
27. RE APPOINTMENT OF INDEPENDENT DIRECTORS: This is not applicable.
28. THE REASONS FOR THE BOARD HAD NOT ACCEPTED ANY RECOMMENDATION OF THE AUDIT
COMMITTEE [Section 177 (8)]: There are no such recommendations.
29. THE VIGIL MECHANISM [Section 177 (10)]:The Management has sufficient vigilmechanism to handle the situation.
30. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION [Section 197 (12) - Listed Company]: Only one Director is gettingremuneration Whole time Director is getting remuneration therefore this clause is notapplicable.
30. DETAILS OF DIRECTORS WHO IS IN RECEIPT OF ANY COMMISSION FROM THE COMPANY AND
WHO IS A MANAGING OR WHOLE-TIME DIRECTOR OF THE COMPANY [Section 197(14)]:
Not any Director is getting commission from the Company so this is not applicable tothe Company.
31. UNDER THE HEADING "CORPORATE GOVERNANCE" [Schedule V Part II SectionII point IV]:
As required by SEBI(Listing Obligations and Disclosure Requirements)Regulation 2015 aseparate section on Report on corporate governance practices followed by the Companytogether with certificate from the Companys Auditors confirming compliance isattached.
32. THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS WAS COMPLETED [Rule 4 of theCompanies (Share Capital and Debentures) Rules 2014]:
The Company has not issued any Equity shares with Differential Rights during the yearso this clause is not applicable.
33. THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF
SHARES TO WHICH THE SCHEME RELATES:
This clause is not applicable to the Company.
34. DETAILS OF ISSUE OF SWEAT EQUITY SHARES [Rule 8(13) of the Companies (Share Capitaland Debentures) Rules 2014]:
The Company has not issued Sweat Equity shares during the year so this clause is notapplicable.
35. DETAILS OF EMPLOYEES STOCK OPTION SCHEME [Rule 12 (9) of the Companies (ShareCapital and Debentures) Rules 2014]:
The Company does not have Employees Stock Option Scheme so this clause is notapplicable.
36. PARTICULARS OF EMPLOYEES:
None of the employees of the Company was in receipt of remuneration in excess of limitsprescribed under Section 217(2A) of the Companies Act 1956. Hence particulars asrequired under the Companies (Particulars of Employees) Rules 1975 are not given.
| ||For and on behalf of the Board of Directors |
|Place:Hoskote ||Alok Krishna Agarwal |
|Date: 11th August 2016 ||Chairman |