The Members of Milestone Furniture Limited
(Earlier known as Milestone Furniture Private Limited)
The Board of Directors hereby submits the report of the Business and operations of yourcompany (Milestone Furniture Limited) along with the audited financial statements for thefinancial year ended March 31 2020.
FINANCIAL HIGHLIGHTS (RS.)
|Particulars ||Current year ||Previous Year |
| ||(2019-20) ||(2018-19) |
|Sales ||8031974 ||81567605 |
|Other Income ||0 ||0 |
|Total Income ||8031974 ||81567605 |
|Profit before Depreciation Finance Cost and Tax Expense ||2360592 ||5765681 |
| || || |
|Less: || || |
|Depreciation ||2156254 ||3487205 |
|Finance Cost ||5928 ||963188 |
|Profit before Tax ||198410 ||1315288 |
|Current Tax ||4 9 6 0 2 ||365913 |
|Deferred Tax ||17514 ||27833 |
|Prior period items ||0 ||0 |
|Profit for the year ||131294 ||921542 |
|Earnings per share (Rs.) : Basic ||0.01 ||0.10 |
|Diluted ||0.01 ||0.10 |
STATE OF COMPANY'S AFFAIRS
During the year under review the total Revenue of the Company was Rs. 8031974against Rs. 5765681 in the previous year. The Profit before Tax of the company has fallfrom Rs. 198410 from Rs. 1315288 as compared to previous year. The Company has earneda Net Profit of Rs. 131294 as compared to the previous year's profit of Rs. 921542 andEarning Per Share is 0.01. Even in the adverse situations your directors have made theirall efforts to maintain healthy financial results of the company and they got success inmaintaining the same as per the aforesaid financial results of the company. Your directorsare committed to keep this trend in future also.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
The Board of directors has not proposed transfer to any reserve in the currentfinancial year.
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013read with Rule 12 of the Companies (Management and administration) Rules 2014 in FormMGT-9 is annexed herewith for your kind perusal and information. (Annexure: A)
The company intends to expand its activities; your directors do not recommend anydividend.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In accordance with the provisions of Sections 134(3)(g) and 186(4) of the CompaniesAct 2013 full particulars of loans given investments made guarantees given andsecurities provided if any have been disclosed in the financial statements.
The Company has not accepted any deposits/ renewed during the year under review
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered during the financial year were onarm's length basis and in ordinary course of business. There are no significant relatedparty transactions made by the Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of theCompany at large.
Accordingly particulars of the contracts or arrangements with the related partyreferred to in Section 188(1) along with the justification for entering into such contractor arrangement in Form AOC-2 does not form part of the report.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on 31st March 2020 the Company does not have any subsidiary/joint venture/associatecompanies.
During the financial year 2019-20 there was no change in the Authorized IssuedSubscribed and Paid-up Share Capital of the Company. As on March 31 2020 the Company washaving Authorized Share Capital of 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.
CHANGE IN THE NAME OF THE COMPANY
During the period under review there has been no change in the name of the Company.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company. Your company tends torun the same business activities till date.
DEMATERIALIZATION OF SHARES:
During the year under review the Company has entered into Tripartite Agreement withthe depositories National Securities Depository and with Central Depository Service(India) Limited for providing demat facility to its Shareholders. For the purpose theCompany has appointed M/s Karvy Fintech Private Limited.
MEETINGS OF THE BOARD OF DIRECTORS
During the year Six 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 Year2019-20:
|SN ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1 ||29/05/2019 ||3 ||3 |
|2 ||23/07/2019 ||3 ||3 |
|3 ||31/07/2019 ||3 ||3 |
|4 ||20/09/2019 ||3 ||3 |
|5 ||14/11/2019 ||4 ||4 |
|6 ||05/12/2019 ||4 ||4 |
|7 ||23/01/2020 ||4 ||4 |
MEETING OF INDEPENDENT DIRECTOR:
The Meeting of the Independent Director held on 29th May 2019.
The audit committee of the Company is constituted under the provisions of section 177of the Companies Act 2013. Composition of the Committee:
1. Mr. Shivaji Laxman Dabhane Non-Executive Independent Director (Chairman);
2. Mr. Digambar Sudam SonghareDirector (Member)
3. Mr. Amardeep Bhau Mahadik Independent Director (Member).
4. Mr. Ganesh Kumar Sanand Executive (Member)
During the year under review the Company held 4 Audit Committee meeting on 29.05.201931.07.2019 14.11.2019 05.12.2019.
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. Shivaji Laxman Dabhane Non-Executive Independent Director (Chairman); and
2. Mr. Amardeep Bhau Mahadik Non-Executive Independent Director (Member);
3. Mr. Digambar Sudam Songhare Managing Director (Member);
During the year under review the Company held 3 Nomination and Remuneration Committeemeeting on 29.05.2019 20.09.2019 and 05.12.2019.
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. Shivaji Laxman Dabhane Non-Executive Independent Director (Chairman);
2. Mr. Digambar Sudam Songhare Managing Director (Member);
3. Mr. Amardeep Bhau Mahadik Non-Executive Independent Director (Member).
During the year under review the Company held 2 Stakeholders Relationship Committeemeeting on 23/07/2019 and 14/11/2019.
INTERNAL COMPLAINT COMMITTEE:
The Internal Complaint Committee of the Company is constituted pursuant to theprovision Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 ("Act") in the Board Meeting held on 31.07.2019
Composition of the Committee:
|Name of Member ||Designation in the Committee |
|Mr. Ganesh Kumar Patlikadan ||Presiding Officer |
|Mr. Amardeep Bhau Mahadik ||Member |
|Mr. Shivaji Laxman Dabahane ||Member |
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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
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.
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.
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 NSE 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no change in composition of Board of Directors during the year however afterthe closure of financial year Shivaji Laxman Dabhane (DIN: 07978002) resigned fromDirectorship as on 05th December 2020. Also Arzoo (DIN:07022436) and Akash Vinayak Parte(DIN: 08721093) were appointed as Additional Director in the Company w.e.f. 30th October2020.
During the year Ms. Aakansha Rai Company Secretary of the company resigned w.e.f.28th January 2020. Also after the closure of financial year Ms. Kangan Dhamija wasappointed as Company Secretary of the Company w.e.f. 27th August 2020.
During the year Triveni Rajesh Jade was appointed as Chief Financial Officer (CFO) ofthe Company w.e.f. 30th October 2020.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Digambar Sudam Songhare retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for reappointment.
The Auditors' Report for fiscal 2017 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
The Secretarial Auditors' Report for fiscal 2017 does not contain anyqualification reservation or adverse remark. The Secretarial Auditors' Report is enclosedas Annexure C to the Board's report in this Annual Report.
In addition to getting certified by the auditors we have also voluntarilyengaged a Practicing Company Secretary to audit us on corporate governance and issue areport. The report does not contain any qualification reservation or adverse remarks.
The Notes on financial statements are self-explanatory and needs no furtherexplanation.
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 re-appointment. 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 next AnnualGeneral Meeting. The Members are requested to consider their re-appointment.
The Auditors' Report does not contain any qualification. Notes to Accounts andAuditors' remarks in their report are selfexplanatory and do not call for any furthercomments.
In accordance with the provisions of Section 204 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed M/s. S. Parnami & Associates Company Secretaries as SecretarialAuditors for the financial year 2020-21. The Secretarial Audit Report for the financialyear ended 31st March 2020 as submitted by M/s. Shivam Sharma & Associates CompanySecretaries is set out in Annexure-C to this Report.
The Secretarial Audit Report is self-explanatory.
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.
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 2019-20.
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.
PARTICULARS OF EMPLOYEES
The provisions of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not applicable as there was no employee in the company during the yeardrawing remuneration more than the amount specified in terms of the Act.
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.
There has been no change in the policy since last fiscal. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the statutory auditors regarding compliance ofconditions of corporate governance as stipulated SEBI Listing Regulations is annexed withthe report.
MANAGEMENT DISCUSSION ANALYSIS
The Management Discussion and Analysis report has been separately furnished asAnnexure-B in the Annual Report and forms a part of the Annual Report.
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 ||2019-20 (Rs.) ||2018-19 (Rs.) |
|Foreign exchange earned in terms of actual inflows ||Nil ||Nil |
|Foreign exchange outgo in terms of actual outflows ||Nil ||Nil |
POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act 2013 the Company has adopted followingpolicies.
Vigil Mechanism Policy
Code for Independent Directors
Nomination and Remuneration Policy
Risk Management Policy
Code of Conduct Director and Sr. Management
Code of Conduct for prevention of Insider Trading
Policy on Related Party Transactions
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 theorganisation 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 (PREVENTIONPROHIBITION 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.
HUMAN RESOURCE MANAGEMENT
Your Company treats its "human resources" as one of its most importantassets.
The Human Resources (HR) department at the company is driven by the vision and mission:
The vision is to grow
The commitment is to perform
The excellence is to deliver consistently
HR management at Milestone Furniture Limited goes beyond the set boundaries ofcompensation performance reviews and development. We look at the employee's entire worklife cycle to ensure timely interventions that help build a long-lasting and fruitfulcareer. Your Company thrust is in the promotion of talent internally through job rotationand job enlargement.
Your 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:
1. Details relating to Deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of equity shares (including sweat equity shares) and ESOS to employees of theCompany under any scheme.
4. 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.
5. 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.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
By order of the board
For Milestone Furniture Limited
Digambar Sudam Songhare
Managing Director DIN:06809398
Date: 05th December 2020