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Milestone Furniture Ltd.

BSE: 541337 Sector: Others
NSE: N.A. ISIN Code: INE424Z01011
BSE 00:00 | 03 Feb 7.41 -0.39
(-5.00%)
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NSE 05:30 | 01 Jan Milestone Furniture Ltd
OPEN 7.41
PREVIOUS CLOSE 7.80
VOLUME 15000
52-Week high 14.40
52-Week low 2.77
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.41
CLOSE 7.80
VOLUME 15000
52-Week high 14.40
52-Week low 2.77
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Milestone Furniture Ltd. (MILESTONEFURN) - Director Report

Company director report

To

The Members of Milestone Furniture Limited

Your Directors have the pleasure in presenting their 8th Annual Reporttogether with Audited Financial Statements of the Company for the year ended March 312022.

FINANCIAL HIGHLIGHTS (RS.)

Particulars Current year (2021-22) Current year (2020-21)
Income From Operations - 2233599
Other Income - -
Total Income - 2233599
Profit/Loss before Depreciation Finance Cost and Tax Expense (13674374) (9309268)
Less:
Depreciation (1603050) (3206101)
Finance Cost (23709) (26304)
Profit /Loss before Tax (15301133) (12541673)
Current Tax - -
Deferred Tax - -
Prior period items - -
Profit /Loss for the year (15301133) (12541673)
Earnings per share (Rs.): Basic (1.65) (1.35)
Diluted (1.65) (1.35)

STATE OF AFFAIRS OF THE COMPANY

During the year under review the company recorded the total Income of amounting Rs.Nil /- during the Financial Year 2021-22 as compared to Rs. 2233599/- in the previousfinancial year. The Net loss during the financial Year 2021-22 was Rs. 15301133/- ascompared to net loss of Rs. 12541673/- in previous financial year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) tJ) OF THE COMPANIES ACT 2013

The Board of directors has not proposed to transfer the net profit/loss amount toreserves during the Financial Year 2021-22.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financialyear.

CHANGE IN THE NAME OF THE COMPANY

During the period under review there has been no change in the name of the Company.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the companysubsequent to the close of the financial year 2021-22 till the date of report.

SHARE CAPITAL:

During the financial year 2021-22 there was no change in the Authorized IssuedSubscribed and Paid-up Share Capital of the Company. As on March 31 2022 the AuthorizedShare Capital of the Company was Rs. 100000000/- comprising of 10000000 equityshares of Rs. 10/- each out of which Issued Subscribed and Paid-up Share Capital was Rs.92970000/- comprising of 9297000 equity shares of Rs. 10/- each.

DIVIDEND

Your Directors have not recommended any dividend on the equity shares for the financialyear ended March 31 2021 due to accumulated Losses.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

In accordance with the provisions of Sections 186 of the Companies Act 2013 completeparticulars of loans given investments made guarantees given and securities provided ifany have been disclosed in the financial statements.

DEPOSITS

Your Company has not invited any deposits from public/ shareholders in accordance withChapter V of the Companies Act 2013.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3}(a) of the Act the Annual Return (Form MGT-7) isavailable on the Company's website at the link: www.milestonefurniture.in.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year Company has not entered into any transaction with related partiespursuant to the provisions of section 188 of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 and which could be considered 'material' as perRegulation 23 of the Securities Exchange Board of India (Listing Obligations &Disclosure Requirements) Regulations 2015.

Hence no particulars are being provided in FORM AOC-2 is annexed and formspart of the report as per "Annexure-1"

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31 2022 the Company does not have any subsidiary/joint venture/associatecompanies.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015exempts companies which have listed their specified securities on SME Exchange fromcompliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SMEPlatform of BSE the Company is exempted from compliance with Corporate Governancerequirements and accordingly the reporting requirements like Corporate Governance ReportBusiness Responsibility Report etc. are not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company does not fall under the criteria stated under section 135 of the Actthe Company has not developed or implemented a policy for Corporate Social Responsibility.In view of the same no CSR initiative was undertaken by the company.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or Courts or Tribunalwhich would impact the going concern status of the company and its future operation.However Members attention is drawn to the statement on Contingent Liabilities andcommitments in the notes forming part of the financial statement.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried out by the Company Rules2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 concerning conservation of energy and technology absorption respectively arenot applicable to the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

The foreign exchange earnings and outgo details are as below:

Particulars 2021-22(Rs.) 2020-21(Rs.)
Foreign exchange earned in terms of actual inflows Nil Nil
Foreign exchange outgo in terms of actual outflows Nil Nil

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with amendments thereto;forms part of Annual Report as Annexure- II.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6} of the Companies Act 2013.

BOARD EVALUATION:

The Board has carried out an annual evaluation of its own performance as well as theworking of its Committees. The Board lay down the criteria for the performance evaluation.The contribution and impact of individual Directors were reviewed through a peerevaluation on parameters such as level of engagement and participation flow ofinformation independence of judgment conflicts resolution and their contribution inenhancing the Board's overall effectiveness. A feedback cum assessment of individualdirectors the board as a whole and its committees was conducted. The feedback obtainedfrom the interventions was discussed in detail and where required independent andcollective action points for improvement put in place.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review following changes were there in the Board:

- Ms. Arzoo (DIN:07022436) resigned from post of Independent Director w.e.f. October06 2021.

- Mr. GaneshKumar Sadanand Patlikadan (DIN: 06809407) resigned from post of ExecutiveDirector w.e.f. July 01 2021.

- Ms. Kangan Dhamija resigned from post of Company Secretary cum Compliance Officer ofthe Company w.e.f. May 21 2021.

- Ms. Charu Aggarwal (M. No. 51227) was appointed as Company secretary cum complianceofficer of the company w.e.f. 19.07.2021.

- Mr. Khushdeep Singh Mann (DIN 09192358) and Ms. Shareen Jacob (DIN 09190958) hasappointed on the Board as Independent Director and Independent Woman Director respectivelyw.e.f. 19.07.2021.

- Mr. Vivek Yogeshwar Sonar (DIN 07735643) was appointed as executive additionaldirector w.e.f.

19.07.2021.

- Mr. Vivek Yogeshwar Sonar (DIN 07735643) was re-appointed as Whole-time directorw.e.f. 30.09.2021. Apart from above mentioned changes no other change was made during theyear.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Vivek Yogeshwar Sonar retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.

MEETINGS OF THE BOARD OF DIRECTORS

During the year Eight Board Meetings were convened and held the details of which aregiven as under. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

The following Meetings of the Board of Directors were held during the Financial Year2021-22:

S. No. Date of Meeting Board Strength No. of Directors Present
1. 30.06.2021 4 4
2. 19.07.2021 6 6
3. 02.09.2021 6 6
4. 12.11.2021 5 5
5. 14.03.2022 4 4

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Directors was held on March 14 2022.

AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177of the Companies Act 2013.

Composition of the Committee:

1. Mr. Akash Vinayak Parte Non-Executive Independent Director (Chairman);

2. Ms. Arzoo Independent Director (Member) (Till October 06 2021).

3. Mr. Digambar Sudam Songhare Managing Director (Member).

4. Mr. Vivek Yogeshwar Sonar WTD (Member). (From July 19 2021).

5. Mr. Ganesh Kumar Sadan Executive Director (Member). (Till July 01 2021).

6. Mr. Khushdeep Singh Mann Independent Director (From July 19 2021}

During the year under review the Company held 5 Audit Committee meeting on 30.06.202119.07.2021 02.09.202112.11.202114.03.2022.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under theprovisions of section 178 of the Companies Act 2013.

Composition of the Committee:

1. Mr. Akash Vinayak Parte Non-Executive Independent Director (Chairman);

2. Ms. Arzoo Independent Director (Member) (Till October 06 2021).

3. Mr. Digambar Sudam Songhare Managing Director (Member).

4. Mr. Vivek Yogeshwar Sonar WTD (Member). (From July 19 2021).

5. Mr. Ganesh Kumar Sadan Executive Director (Member). (Till July 01 2021).

6. Mr. Khushdeep Singh Mann Independent Director (From July 19 2021)

During the year under review the Company held 3 Nomination and Remuneration Committeemeeting on

19.07.2021 02.09.2021 and 12.11.2021.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under theprovisions of section 178 of the Companies Act 2013.

Composition of the Committee:

1. Mr. Akash Vinayak Parte Non-Executive Independent Director (Chairman);

2. Ms. Arzoo Independent Director (Member) (Till October 06 2021).

3. Mr. Digambar Sudam Songhare Managing Director (Member).

4. Mr. Vivek Yogeshwar Sonar WTD (Member). (From July 19 2021).

5. Mr. Ganesh Kumar Sadan Executive Director (Member). (Till July 01 2021).

6. Mr. Khushdeep Singh Mann Independent Director (From July 19 2021).

During the year under review the Company held 4 Stakeholders Relationship Committeemeeting on

30.06.2021 02.09.202112.11.2011 and 14.03.2022.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to theprovision of Sexual Flarassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 ("Act")

Composition of the Committee:

Name of Member Designation in the Committee
Digambar Sudam Songhare Presiding Officer
Mr. Ganesh Kumar Patlikadan Presiding Officer
Mr. Akash Vinayak Parte Member
Ms. Aarzoo Member
Mr. Vivek Yogeshwar Sonar Presiding Officer

Mr. Ganesh Kumar Sadanand resigned from the post of Directorship w.e.f. 01.07.2021 sofrom the designation of Presiding officer of the above-mentioned Committee and Mr. VivekYogeshwar Sonar was appointed in his place w.e.f. 19.07.2021 as the director of theCompany as well as the Presiding Officer of the Committee.

AUDITORS AND THEIR REPORTS STATUTORY AUDITOR

M/s. NGST & Associates and Associates (FRN: 135159W) Chartered Accountants whoare the statutory auditor of the Company who holds office till the conclusion of the nextAGM and are eligible for reappointment. Pursuant to the provisions of section 139(1) ofthe Companies Act 2013 and the Rules framed thereunder it is proposed to appoint M/s.NGST and Associates (FRN: 135159W) Chartered Accountants as statutory auditor of theCompany from the conclusion of the forthcoming AGM till the conclusion of the 9thAnnual General Meeting to be held in year 2023. The Members are requested to considertheir re-appointment.

Pursuant to the notification dated May 7 2018 issued by Ministry of CorporateAffairs the requirement for ratification of appointment of Auditors by the shareholdersat every Annual General Meeting has been done away with. Further the Auditors haveconfirmed their eligibility under Section 141 of the Companies Act 2013 and the rulesmade thereunder.

The Auditors' Report read along with Notes to Accounts is self explanatory andtherefore does not call for any further comments. The Auditors' Report does not containany qualification reservation or adverse remarks. No fraud has been reported by theStatutory Auditors under Section 143(12).

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 hasappointed M/s Shivam Sharma

& Associates Company Secretaries in Practice. The Secretarial Audit Report isannexed herewith as Annexure - III.

No fraud has been reported by the Secretarial Auditors under Section 143 (12) of theCompanies Act 2013 and the rules made thereunder. However some qualifications/querieshave been reported in the Secretarial Audit Report which are as listed below alongwithreplies thereon:

S. No. Qualifications/Queries Remarks
1. The Company has not complied the provisions of the section 134 with respect to signing of financial. The issue occurred due to nonavailability of concerned persons.
2. The Company is processing to disclose on its website the various required details/information/records which are mandatory for a Listed Company to disclose on its website The updation of website is under process and the company assures that the same will be done before the date of AGM so that the mandatory compliances can be done.
3. The Company has not complied the few provisions of Companies Act 2013 Due to COVID work from home was going on; due to which employees were unable to work properly. However now all the pending compliances are clearing day by day.

COST AUDITOR

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the Company is not required to appoint a costauditor to audit the cost records of the Company.

QUALIFICATION. RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS

There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Audit Reports issued by them. However the queries / qualifications marked by theSecretarial Auditor have already been replied above.

INTERNAL FINANCIAL CONTROLS:

The Board has laid down standards processes and procedures for implementing theinternal financial controls across the organization. After considering the framework ofexisting internal financial controls and compliance systems; work performed by theStatutory Auditors Secretarial Auditors and External Consultants; reviews performed bythe Management and relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls with reference to thefinancial statements were adequate and effective during the financial year 2021-22.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

REMUNERATION POLICY

There has been no change in the policy since last financial year. We affirm that theremuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.

PARTICULARS OF EMPLOYEES

The provisions of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not applicable as none of the employee in the company during the yeardrawing remuneration more than the amount specified in terms of the Act.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act 2013 and pursuant to SEBI (LODR)Regulations 2015 the Company has adopted various policies/code of conduct such as VigilMechanism Policy Nomination and Remuneration Policy Risk Management Policy policy forprevention of Sexual Harassment of Women at workplace Code for Independent DirectorsPolicy on Related Party Transactions and Code of Conduct for prevention of InsiderTrading. The same are placed on the website of the company at www.milestonefurniture.in.

VIGIL MECHANISM POLICY

Pursuant to the provisions of Section 177(9) & 177(10) of the Companies Act 2013the Company has in place a well formulated Vigil Mechanism Policy to deal with instance offraud and mismanagement if any. The Purpose of vigil mechanism is to provide for adequatesafeguards against victimization of persons who use such mechanism and allows directaccess to the Chairperson of the audit committee in exceptional cases. The policy enablesthe employees Directors and other stakeholders to raise their concern about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics.

There was no incident when the access to the Audit Committee was denied to anyemployees with respect to vigil mechanism.

RISK MANAGEMENT

The Board of Directors of the Company has in place a Risk Management which aims ofenhancing shareholders' value and providing on optimum risk-reward trade off. The riskmanagement approach is based on a clear understanding of the variety of risks that theorganization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE {PREVENTION.PROHIBITION AND REDRESSAL) ACT. 2013

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at workplace (Prevention Prohibition and Redressal} Act 2013 hasbeen notified on 9th December 2013. Under the said Act the company had set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.

Company has already adopted and implemented a policy for prevention of SexualHarassment of Women at workplace. During the year Company has not received any complaintof harassment. The policy has been placed on the website of the company at www.milestonefurniture.in.

INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (Regulations) your Company has adopted the following

a) Code of Conduct for Regulating Monitoring and Reporting of Trading by Insiders- Thesaid Code lays down guidelines which advise Insiders on the procedures to be followed anddisclosures to be made in dealing with the shares of the Company and cautions them onconsequences of noncompliances.

b) Code of Practices and Procedures of Fair Disclosures of Unpublished Price SensitiveInformation- The Code ensures fair disclosure of events and occurrences that could impactprice discovery in the market.

c) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and VigilMechanism Policy for employees to report any leak or suspected leak of UPSI- The policyaims to enable the employees of the Company to report any leak or suspected leak of UPSIprocedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiateappropriate action and informing the SEBI promptly of such leaks inquiries and results ofsuch inquiries.

d) Internal Control Mechanism to prevent Insider Trading-The Internal Control Mechanismis adopted to ensure compliances with the requirements given in the regulations and toprevent Insider Trading. The Audit Committee reviewed and found the same in order

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to Deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of equity shares {including sweat equity shares} and ESOS to employees of theCompany under any scheme.

d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

e) There were no instance of non-exercising of voting rights in respect of sharespurchased directly by the employees under a scheme pursuant to section 67(3} of the Actread with Rule 16(4) of Companies (Share Capital and Debenture) Rules 2014 and hence noinformation has been furnished.

Also the Board of Directors state that:

a) The Company has a group policy in place against Sexual Harassment in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. The Company has complied with theprovisions of abovesaid act. The Company has undertaken 10 workshops or awarenessprogrammes against sexual harassment of women at the workplace. No complaint of SexualHarassment was received during the financial year 2021-22.

b) The Company is in compliance of all applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India from time to time.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the valuable assistanceand support received by your Company from banks financial institutions the CentralGovernment the Government Authorities Customers Vendors and Shareholders. The Boardalso thanks the employees at all levels for the dedication commitment and hard work putin by them.

The Directors appreciate and value the contribution made by every member of theMilestone Furniture Family.

By order of the Board For MILESTONE FURNITURE LIMITED

Sd/-
(DIGAMBAR SUDAM SONGHARE)
MANAGING DIRECTOR
DIN:06809398
Place: MUMBAI
Date: 01.10.2022

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