To the Members
Your Directors have pleasure in presenting their 27th Annual Report together with theaudited statements of Accounts for the period ended 31st March 2017.
1. THE FINANCIAL SUMMARY OR HIGHLIGHTS
| ||(Rs. In Lakhs) |
| ||Year Ended 31-03-2017 ||Year Ended 31-03-2016 |
|Income from operations ||848.26 ||849.13 |
|Other income ||5.71 ||8.98 |
|Total ||853.97 ||858.11 |
|Total Expenditure ||846.57 ||837.91 |
|Profit/(Loss) before Tax ||7.40 ||20.20 |
|Provision for Taxation ||(4.16) ||(1.19) |
|Profit/(Loss) after Tax ||(10.01) ||3.80 |
2. THE STATE OF THE COMPANY'S 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 2016 the Total Revenue of your Company has reduced by .48% and theCompany has increased its Total Expenditure by 1% as compared to the previous yearresulting in net loss Rs.10.01 Lakhs.
Your management has taken every step to increase its income and diminish its outgoingsand which has built up confidence and a positive approach for the Management to lookforward and increase its inflow and make its next year a year of profits.
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 2017. 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 .Nikita Agarwal was appointed as an additional Director of the Company by the Boardand Board has recommended her confirmation at ensuing AGM Ms. Sneha has resigned fromthe directorship of the Company and Mr. Alok Krishna Agarwal who retires by rotationbeing eligible offer himself for reappointment.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board has met 5 times during the financial year as on 27th May 2016 11th August2016 12th November 2016 and 11th February 2017 and 10th March 2017.
7. SUBSIDIARIES JOINT VENTURES:
As on March 31 2017 your company has a Subsidiary whose details are as follows:Milestone Global (UK) Limited United Kingdom
During the year under review the overall performance of subsidiary at UK wassatisfactory.
Performance and Financial Position of each of the subsidiary Companies as prescribedunder the Rule 8(1) of the Companies Accounts Rules 2014 have been furnished in Notes 27and 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.
9. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No orders has been passed by the Regulators or Courts or Tribunals impacting the goingconcern status and company's operations in future.
10. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FIANCIAL 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.
11. DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT2013:
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 2017 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 2017 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.
12. 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.
13. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION
(6) OF SECTION 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).
14. 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 hold office up-to the conclusion of ensuing 27th annual generalmeeting as per provision of the Companies Act 2013. As per the provisions of theCompanies Act 2013 M/s P.L. Tandon have completed their term so the Board of Directorshave approached M/s Gupta Vaish & Company and has taken their consent and recommendthe appointment of the Auditors to the members of the Company.
16. SECRETARIAL AUDIT REPORT:
A copy of the Secretarial audit report as provided by M/s. Akhilesh Singh &Associates Practising Company Secretaries as required under Section 204(1) of theCompanies Act 2013 is annexed to this Report as annexure.
17. EXPLANATIONS OR COMMENTS ON QUALIFICATION RESERVATION OR ADVERSE REMARK ORDISCLAIMER 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.
18. 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.
19. 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 last three years reckonedfrom 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) The expenditure 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.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
Particulars of loans guarantees or investments under section 186are given in theNotes forming part of Financial Statements for the year ended 31st March 2017.
21. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-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.
22. DISCLOSURES ABOUT CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
This is not applicable to the Company.
23. 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.
24. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES INRESPECT OF SHARES TO WHICH THE SCHEME RELATES [section Section 67(3)]: Not Applicableto the Company.
25. THE DETAILED REASONS FOR REVISION OF SUCH FINANCIAL STATEMENT OR REPORT [Section131(1)]: This is not applicable
26. RE APPOINTMENT OF INDEPENDENT DIRECTORS:
This is not applicable.
27. THE REASONS FOR THE BOARD HAD NOT ACCEPTED ANY RECOMMENDATION OF THE AUDITCOMMITTEE [Section 177 (8)]: There are no such recommendations.
28. THE VIGIL MECHANISM [Section 177 (10)]:The Management has sufficient vigilmechanism to handle the situation.
29. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S
REMUNERATION [Section 197 (12) - Listed Company]:
|1. Mr.Fiaz Ahmed : ||10.67 |
|2. Ms.Nikita Agarwal: ||59.78 |
30. DETAILS OF DIRECTORS WHO IS IN RECEIPT OF ANY COMMISSION FROM THE COMPANY AND WHOIS 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 Company's Auditors confirming compliance is attached.
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 SHARES TO WHICH THE SCHEMERELATES: EMPLOYEES IN RESPECT OF
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: 12 August 2017 ||Chairman |