You are here » Home » Companies » Company Overview » Milgrey Finance & Investments Ltd

Milgrey Finance & Investments Ltd.

BSE: 511018 Sector: Financials
NSE: N.A. ISIN Code: INE679T01013
BSE LIVE 15:21 | 30 Oct 12.74 0.60
(4.94%)
OPEN

12.74

HIGH

12.74

LOW

12.74

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.74
PREVIOUS CLOSE 12.14
VOLUME 5000
52-Week high 12.74
52-Week low 12.14
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.74
CLOSE 12.14
VOLUME 5000
52-Week high 12.74
52-Week low 12.14
P/E
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Milgrey Finance & Investments Ltd. (MILGREYFININV) - Director Report

Company director report

To

The Members

MILGREY FINANCE AND INVESTMENTS LTD

Your Directors have pleasure in presenting their 34th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. Financial summary or highlights/Performance of the Company

The Company's financial performance for the year under review along-with previousyear's figures are given hereunder;

Particulars 2016-2017 2015-16
Gross Income 0 6628335/-
Profit Before Interest and Depreciation 0 1500021/-
Finance Charges 0 0
Gross Profit 0 0
Provision for Depreciation 0 0
Net Profit Before Tax -753659 -1734604/-
Provision for Tax 0 0
Net Profit After Tax -753659 -1734604/-
Balance of Profit brought forward -753659 -1734604/-
Balance available for appropriation 0 0
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0
Transfer to General Reserve 0 0
Loss carried to Balance Sheet -753659 -1734604/-

2. Brief description of the Company's working during the year under review

During the year under review your company had not carried on any business.

3. Change in the nature of business if anv

During the year your company had not changed its nature of business.

4. Dividend

Due to non-availability of surplus profit your company had not declared any dividendduring the year under review.

5. Reserves & Surplus

Your company had transferred losses amounting to Rs. 753659/- to reserves and surplusduring the year under review.

6. Change of Name

Your company had not changed its name during the year under review.

7. Share Capital

Your company had neither increased its authorised capital nor made any allotment duringthe year under review.

i. Buy back of securities

The Company has not bought back any of its securities during the year under review.

ii. Sweat Equity Shares

The company has not issued any Sweat Equity shares during the year under review.

iii. Bonus Shares

The company has not issued any Bonus shares during the year under review.

iv. Employee Stock Option Scheme

The company has not provided any stock option scheme to its employees during the yearunder review.

8. Directors and Kev Managerial Personnel

Mr. Girdharilal Seksaria Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for reappointment.

9. Committees of the Board

(a) Audit Committee

The Audit Committee continued working under Chairmanship of Shri Shyamsunder Harlalkawith Shri Bhagvatiprasad S. Joshi and Shri Narendra Sevantilal Sandesara as co-members.During the year the sub-committee met on five occasions with full attendance of all themembers.

The composition of the Audit Committee as at March 31 2017 and details of the Membersparticipation at the Meetings of the Committee are as under:

Name of Director Category

Attendance at the Board Meetings held on

30/05/2016 13/08/2016 26/08/2016 14/11/2016 07/02/2017
Shyamsunder Harlalka Chairman Yes Yes Yes Yes Yes
Bhagvatiprasa d S. Joshi Member Yes Yes Yes Yes Yes
Narendra Sevantilal Sandesara Member Yes Yes Yes Yes Yes

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013. Some of the important functionsperformed by the Committee are:

Financial Reporting and Related Processes

• Oversight of the Company's financial reporting process and financial informationsubmitted to the Stock Exchanges regulatory authorities or the public.

• Reviewing with the Management the quarterly unaudited financial statements andthe Auditors' Limited Review Report thereon/audited annual financial statements andAuditors' Report thereon before submission to the Board for approval. This would interalia include reviewing changes in the accounting policies and reasons for the same majoraccounting estimates based on exercise of judgement by the Management significantadjustments made in the financial statements and / or recommendation if any made by theStatutory Auditors in this regard.

• Discuss with the Statutory Auditors its judgement about the quality andappropriateness of the Company's accounting principles with reference to the GenerallyAccepted Accounting Principles in India (IGAAP).

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.

During the year under review the Audit Committee held a separate meeting with theStatutory Auditors to get their inputs on significant matters relating to their areas ofaudit.

(b) Remuneration Committee

In compliance with Section 178 of the Companies Act 2013 the Board has renamed theexisting "Compensation Committee" as the "Nomination and RemunerationCommittee".

The terms of reference of the Committee inter alia include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior Management Employeesbased on certain criteria as approved by the Board.

The composition of the Remuneration Committee as at March 31 2017 and details of theMembers participation at the Meetings of the Committee are as under:

Name of Director Category Attendance at the Board Meetings held on
26/08/2016
Shyamsunder Harlalka Chairman Yes
Bhagvatiprasad S. Joshi Member Yes
Narendra Sevantilal Sandesara Member Yes

(c) Risk Management Committee

Business Risk Evaluation and Management is an on-going process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

• Reviewing the BRM policy and framework in line with local legal requirements andSEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actionsand ownership as per a pre-defined cycle;

• Defining framework for identification assessment monitoring mitigation andreporting of risks.

The composition of the Risk Management Committee as at March 31 2017 and details ofthe Members participation at the Meetings of the Committee are as under:

Name of the Member Category Attendance at the Risk Management Committee meeting held on
07/02/2017
Shyamsunder Harlalka Chairman Yes
Bhagvatiprasad Joshi Member Yes
Narendra Sevantilal Sandesara Member Yes

(d) Stakeholders' Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act 2013 and theListing Agreement the Board has renamed the existing "Shareholders'/lnvestors*Grievance Committee" as the "Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;

• issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / BonusIssue made by the Company subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock OptionScheme(s) if any and to allot shares pursuant to options exercised;

• to issue and allot debentures bonds and other securities subject to suchapprovals as may be required;

• to approve and monitor dematerialization of shares / debentures / othersecurities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non-receipt of annual reports noticesnon-receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares debenture

The composition of the Stakeholder and Relationship Committee as at March 31 2017

and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Attendance at the Board Meetings held on 07/02/2017
Shyamsunder Harlalka Chairman Yes
Bhagvatiprasad Joshi Member Yes
Narendra Sevantilal Sandesara Member Yes

During the year no complaints were received from shareholders. The Company had noshare transfers pending as on March 31 2017.

10. Particulars of Employees

The provisions of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not applicable during the year under review.

11. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 5 Board Meetings i.e. on 30.05.2016 13.08.2016 26.08.2016 14.11.201607.02.2017 and were convened and held. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013.

12. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

13. Declaration by an Independent Directors and their meeting

A declaration by Independent Directors that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 is taken by thecompany.

Independent Directors' Meeting

During the year under review the Independent Directors met on 07/02/2017 inter aliato discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

14. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy and details of ratio of remuneration etc is enclosedas Annexure "F"

15. Details of Subsidiarv/Ioint Ventures/Associate Companies

Your company neither has subsidiary and/or associate companies nor has your companyentered into any joint venture during the year under review.

16. Auditors:

The Auditors M/s R. S. Shah & Co Chartered Accountants (FRN No.l09762W) willretire at the ensuing Annual General Meeting. The Company has received consent of M/sSunny Shah & Co Chartered Accountants (FRN.140697W) to act as a Statutory Auditors ofthe Company for a period of five years i.e. from this ensuing Annual General Meeting tillthe conclusion of Annual General Meeting to be held in the year 2023 subject toratification by shareholders in every Annual General Meeting and upon such remuneration asmay be decided by the Board of Directors in consultation with them.

17. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

18. Disclosure about Cost Audit

As per the Cost Audit Orders in pursuance to section 148 and all other applicableprovisions of the Companies Act 2013 Cost Audit is not applicable to the Company duringthe year under review.

19. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s S V Jain &Associates Company Secretaries have been appointed as Secretarial Auditor of the Companyfor the year 2016-2017. The report of the Secretarial Auditors is enclosed as Annexure"C" to this report.

The Auditor has made qualifications and marked adversely in his report in the Point No.2 (c) (i) 0) and (v) part 3 [first para) part 5 and last para of the Report.

The Directors comment on qualifications and remarks in respect of para 2 (c) and (i)due to continuing losses it was unable to hold Extra-Ordinary General Meeting for takingapproval of Members as required under Section 180 of the Companies Act 2013 however theCompany undertakes to take the approval of Members in ensuing Annual General Meeting.

The Directors comment on qualifications and remarks in respect of para 2 (j) and (v)due to continuing losses in the company the company is not in a position to meet thecompliances on day-to-day basis. However the management is in formulation of variousbusiness avenues for the benefit of the company for making huge profits and to meet allthe pending compliances.

The Directors comment on qualifications and remarks in respect of para 3 (first Para)the company undertakes to appoint new Independent Directors in due course of time.

The Directors comment on qualification and remarks in respect of para 5 due to deathof promoters the shares held by deceased promoters are in physical form however the samewill be dematerialized after transmission of shares.

The Directors comment on qualifications and remarks in respect of para 5 (last Para)due to continuing losses in the company the management were unable to meet the expensesof stimulating the systems however the management assures that the adequate systems andcontrols will be in place at the earliest.

20.Internal Audit & Controls

Due to in-operative business and continuous losses in the company the management wasunable to appoint internal auditors during the year. However the management assures thatthe internal auditors will be appointed at the earliest.

21. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy is enclosed herewith as Annexure "D" andwill be uploaded on the website of the Company at the earliest.

22. Secretarial Standards of ICSI

Pursuant to the approval given on 10th April 2015 by the Central Governmentto the Secretarial Standards specified by the Institute of Company Secretaries of Indiathe Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from 1 July 2015 and the same were followed by yourcoming during the year under review.

23. Risk management policy

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company has been established. TheRisk Management Policy is enclosed herewith as Annexure "E" and will be uploadedon the website of the Company at the earliest.

24.Extract of Annual Return

As required pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE "A".

2 5. Material changes and commitments if any. affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No such changes occurred subsequent to the close of the financial year of the Companyto which the balance sheet relates and the date of the report like settlement of taxliabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

26. Conservation of energy technology absorption and foreign exchange earnings andoutgo. The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:

A) Conservation of energy:

Particulars in respect of conservation of energy are NIL.

(B] Technology absorption:

Particulars in respect of conservation of energy are NIL.

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows were NIL during the year and theForeign Exchange outgo were NIL during the year in terms of actual outflows.

27. Details of significant and material orders passed bv the regulators or courts ortribunals impacting the going concern status and company's operations in future

No such orders were passed against the company by any regulators courts and/ortribunals impacting the going concern status and company's operations in future during theyear under review.

28. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

Due to continuous losses in the company internal financial controls were not operatedefficiently however the management is planning to set-up internal financial control inplace at the earliest.

29. Deposits

Your company had not accepted any deposits during the year under review.

30. Particulars of loans guarantees or investments under section 186

Details of Loans:

SL No Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Securit y
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Details of Investments:-

SL No Date of investment Details of Investee Amount (inrs.) Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR reqd) (if Expecte d rate of return
1. NIL NIL NIL NIL NIL NIL NIL

Details of Guarantee / Security Provided:

SL No Date of providing security/guar antee Details of recipient Amount Purpose for which the security/guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
Nil Nil Nil Nil Nil Nil Nil Nil
Nil Nil Nil Nil Nil Nil Nil Nil

31. Particulars of contracts or arrangements with related parties:

The particulars of contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto is disclosed in Form No.AOC-2 as Annexure "B".

32. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

33. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 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 and ofthe 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 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 not adequate and were not operatingeffectively due to continuing losses in the company.

(f) the directors had not devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were not adequate and notoperating effectively due to continuing losses in the company.

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund [IEPF].

35. Listing with Stock Exchanges:

Your Company is listed with Bombay Stock Exchange

36. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors

Place: Mumbai Girdharilal Seksaria Basudeo Seksaria
Date: 05/06/2017 Director Director