To the Members
Your Directors are happy to present the 31st Annual Report together with the auditedstatements of Accounts for the period ended 31st March 2021.
1. THE FINANCIAL SUMMARY OR HIGHLIGHTS
| || ||(Rs. In Lakhs) |
| ||Year Ended ||Year Ended |
| ||31-03-2021 ||31-03-2020 |
|Income from operations ||1303.55 ||1200.97 |
|Other income ||15.23 ||13.98 |
|Total ||1318.78 ||1214.95 |
|Total Expenditure ||1285.89 ||1197.35 |
|Profit/(Loss) before Tax ||32.89 ||17.61 |
|Provision for Taxation ||32.56 ||5.49 |
|Profit/(Loss) after Tax ||0.33 ||12.12 |
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 financial year 2020-2021 the Total Revenue of your Company has increasedfrom Rs. 121495980/- to Rs. 131878974 an increase of 8.54%.
The Total Expenditure has also increased from Rs. 119734775/- to Rs. 128589649/-an increase of 7.39%. The net profit after tax of the Company is Rs. 32923/-
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 2021. Hence the amount to be transferredto any Reserve Account does not arise.
4. 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 STATEMENT RELATE AND THE DATE OF THE REPORT:
No Material changes and commitments affecting the financial position of the companyhas occurred between the end of the financial year of the company to which the financialstatement 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:
Mr. Somendra Kumar Agarwal and Mr. Tek Chand Bhardwaj were appointed as AdditionalDirectors (Non-Executive Independent Directors) with effect from 13th March 2021 inplace of Mr. Naveen Chawla and Mr Mayank Bughani who resigned and ceased to beIndependent Directors with effect from 1st April 2021.
Mr. Somdendra Kumar Agarwal and Mr. Tek Chand Bhardwaj were appointed as aforesaid fora terms of 5 consecutive years subject to approval of shareholders in the ensuing AnnualGeneral Meeting.
Ms. Nikita Agarwal was appointed as Whole Time Director of the Company for a period of5 years with effect from 13th August 2021 till 12th August 2026 subject to the approvalof shareholders in ensuing Annual General Meeting
Mr. Alok Krishna Agarwal who retires by rotation being eligible offer himself forreappointment.
7. MEETINGS OF THE BOARD OF DIRECTORS:
The Board has met 5 times during the financial year under review on 27th June 202030th July 2020 12th November 2020 12th February 2021 and 13th March 2021.
8. SUBSIDIARIES JOINT VENTURES:
As on March 31 2021 your company has a Subsidiary whose details are as follows:
Milestone Global (UK) Limited United Kingdom
Performance and Financial Position of the aforesaid subsidiary company as prescribedunder the Rule 8(1) of the Companies Accounts Rules 2014 have been furnished in Notesforming 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 COMPANY'S OPERATIONS IN FUTURE:
No orders have been passed by the Regulators or Courts or Tribunals impacting the goingconcern status and company's 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. Varun Bansal Chartered Accountants to conduct theinternal audit and the findings and recommendations of the Internal Auditors are placedbefore the Audit Committee of your Board regularly.
12. 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 2021 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 31st March 2021on 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.
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.
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 and that of individual Directors.
One of the Key functions of the Board is to monitor and review the Board evaluationframework. The Board works with the Nomination and Remuneration Committee to lay down theevaluation criteria for the performance of the Chairman the Board committees of theBoard
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 pursuant to Rule 6 sub rule 3 of Companies (Appointmentand Qualifications of Directors) Rules 2014 and the Board is satisfied that all theIndependent Directors 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. Somendra Kumar Agarwal ||Member |
|Mr. Alok Krishna Agarwal ||Member |
b. Nomination and Remuneration Committee
|Mr. Somendra Kumar Agarwal ||Chairman |
|Mr. Rajeev Kapoor ||Member |
|Mr. Tek Chand Bhardwaj ||Member |
c. Stakeholders Relationship Committee
|Mr. Alok Krishna Agarwal ||Chairman |
|Mr. Tek Chand Bhardwaj ||Member |
|Mr. Fiyaz 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 Gupta Vaish & Company Chartered Accountants (Firm Reg. No. 005087C) Kanpurwere appointed as Statutory Auditors in the 27th Annual General Meeting (AGM) of theCompany held on 29th September 2017 to hold office from the conclusion of that AGM tillthe conclusion of the AGM to be held in the year 2022. The requirement for annualratification of auditor's appointment at the AGM has been omitted pursuant to Companies(Amendment) Act 2017 notified on 7th May 2018. During the year the Statutory Auditorshave confirmed that they satisfy the independence criteria required under Companies Act2013 and the Codes of Ethics issued by the Institute of Chartered Accountants of India.
17. SECRETARIAL AUDIT REPORT :
A copy of the Secretarial audit report as provided by M/s. Akhilesh Singh &Associates Practicing Company Secretaries as required under Section 204(1) of theCompanies Act 2013 is annexed to this Report as "Annexure A"
18. 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 the Auditors Reportrequiring clarification.
b) Secretarial Audit Report:
There are no qualifications/remarks raised in the Secretarial Auditors Report requiringclarification.
19. 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 of energy- The plant installed by the Company is of latest technologyand is energy efficient. Power consumption of the Company is very low.
b) Technology absorption- Company has not imported any technology. Effective pollutioncontrol system has already been installed in the factory. Total Quality Management Systemhas already implemented. The company has achieved process development cost reduction etc.There was no expenditure on Research and Development during the year under review.
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 are as follows:
Foreign Exchange Earnings: Rs. 125770441.22/-
Foreign Exchange Outgo: Rs."8204255.37/-
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
The Company has not given any loans or guarantees in terms of Section 186 of theCompanies Act 2013 during the financial year under review.
22. 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 and the transactionscarried with related parties is in the ordinary course of business.
23. DISCLOSURES ABOUT CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:
This is not applicable to the Company.
24. ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:
In accordance with Companies Act 2013 the Annual Return in the prescribed format isavailable athttp://www.milestonegloballimited.com/wp-content/uploads/2021/07/Annual_Return_FY2020-2021.pdf
25. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES INRESPECT OF SHARES TO WHICH THE SCHEME RELATES [Section 67(3)]:
Not Applicable to the Company.
26. THE DETAILED REASONS FOR REVISION OF SUCH FINANCIAL STATEMENT OR REPORT [Section131(1)]:
Not Applicable to the Company
27. RE APPOINTMENT OF INDEPENDENT DIRECTORS:
During the year under review there was no re-appointment of Independent Directors.However there has been an appointment of new Independent Directors Mr. Somendra KumarAgarwal and Mr. Tek Chand Bhardwaj (as Additional Directors Non Executive IndependentDirectors) with effect from 13th March 2021 for a term of 5 consecutive yearssubject to approval of shareholders in the ensuing Annual General Meeting. The appointmentof aforesaid Independent Directors was made in place of Mr. Naveen Chawla and Mr. MayankBughani both of whom resigned from the office of Independent Directors with effect from1st April 2021.
28. THE REASONS FOR THE BOARD HAD NOT ACCEPTED ANY RECOMMENDATION OF THE AUDITCOMMITTEE [Section 177 (8)]:
There are no such recommendations.
29. THE VIGIL MECHANISM [Section 177 (10)]:
The Management has sufficient vigil mechanism to handle the situation.
30. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'SREMUNERATION [Section 197 (12) - Listed Company]:
|Name ||Remuneration ||Ratio to Median Remuneration |
|1. Mr. Fiyaz Ahmed ||Rs. 575000 ||1.51:1 |
|2. Ms. Nikita Agarwal (as Sales and Marketing Head) ||Rs. 1150000 ||3.02:1 |
31. 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)]:
None of the Director is getting commission from the Company so this is not applicableto the Company.
32. UNDER THE HEADING "CORPORATE GOVERNANCE" [Schedule V Part II SectionII-point IV]:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015a separate section on Report on corporate governance practices followed by the Companytogether with certificate from the Company's Auditors confirming compliance is attached.
33. THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS WAS COMPLETED
[Rule 4 of the Companies (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.
34. THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARESTO WHICH THE SCHEME RELATES:
This clause is not applicable to the Company.
35. 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.
36. 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.
37. PARTICULARS OF EMPLOYEES:
Details of employee drawing remuneration in excess of that drawn by the Whole TimeDirector in terms of Rule 5(2)(iii) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
|Name of Employee ||Designation ||Educational Qualification ||Age ||Experience ||Date of Joining ||Gross Remuneration Paid ||Previous Employment |
| || || || ||(in years) || || || |
|Alka Agarwal ||CEO ||BA LLB ||53 ||18 yrs. ||28.06.2003 ||1437500 ||NA |
38. DISCLOSURE IN RELATION TO SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE:
The Company has taken adequate measures to ensure safety of women at work place and noincidence of sexual harassment of women at workplace was reported to the Company duringthe financial year under review.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place: New Delhi ||Alok Krishna Agarwal |
|Date: 13th August 2021 ||Chairman |