Milgrey Finance and Investments Limited
Your Directors are leased to present 39th Directors Report together with the AuditedFinancial Statements of the Company as on 31st March 2022.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
Comparison between financial performance of the company for FY 2021-22 and FY 2020-21is as follows:
| ||Amount in Rs. |
|Particulars ||FY 2021-22 ||FY 2020-21 |
|Revenue from Operations and Other Income ||906249 ||831176 |
|Expenses ||818907 ||945138 |
|Profit (Loss) before Exceptional and Extra Ordinary ||87342 ||(113962) |
|Items and Tax || || |
|Less: Exceptional Items ||- ||- |
|Less: Extra Ordinary Items ||- ||- |
|Profit before Tax ||87342 ||(113962) |
|Less: Current Tax ||- ||- |
|Less: Deferred Tax Liability ||- ||- |
|Profit after Tax ||87342 ||(113962) |
During the year under review your directors express their inability to recommenddividend for the year ended on 31st March 2022.
3. TRANSFER TO RESERVES:
No amount has been transferred to Reserve for the year under review.
4. SHARE CAPITAL:
|Particulars ||No. of Shares ||Amount (in Rs.) |
|Authorised Share Capital ||2000000 ||20000000 |
|Paid-up Share Capital ||1990000 ||19900000 |
During the year under review there is no change in Authorised as well as Paid-up sharecapital of the Company.
The members in their Extra-ordinary General Meeting held on 2nd May 2022 have increasedAuthorised share Capital from Rs. 20000000/- (Rupees Two Crore only) consisting of2000000 (Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs.360000000/- (Rupees Thirty-Six Crore Only) consisting of 36000000 (Three Crore SixtyLakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each by creation of additional34000000 (Three Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.
There is no change in paid-up share capital of the Company till the date of thisReport.
5. MATERIAL CHANGES AND COMMITMENT DURING THE FINANCIAL YEAR:
There has been no material changes or commitment took place during the financial year2021-22.
6. MATERIAL CHANGES AND COMMITMENT AFTER CLOSING OF FINANCIAL YEAR:
Allotment of 22877250 (Two Crore Twenty-Eight Lakh Seventy-Seven Thousand TwoHundred and Fifty) Convertible Equity warrants issued at Rs. 16/- (Rupees Sixteen Only)per warrant convertible into one equity share of Rs. 10/- (Rupees Ten Only) each on 25thMay 2022. Approval of Members through Extra-Ordinary General Meeting has been sought forthe same on 2nd May 2022.
The company has not accepted any deposits from the public during the year under review.
8. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:
Details of Loans Investments and Guarantees if any given/made by the Company aredisclosed in the notes to the Financial Statements.
9. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to the Company.
10. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (3)(m) of section 134 of the CompaniesAct 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 are not applicable toour Company as our Company has not carried out in the manufacturing activities. Theforeign exchange earnings on account of the operation of the Company during the year wasRs. Nil.
11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has appropriate systems for Internal Control. The systems are improved andmodified continuously to meet with changes in business conditions statutory andaccounting requirements. The Company's internal control systems and procedurescommensurate with the size and nature of its operations. These systems are designed toensure that all the assets of the Company are safeguarded and protected against any lossand that all the transactions are properly authorized recorded and reported. High accuracyin recording and providing reliable financial & operational support is ensured throughstringent procedures.
The Audit Committee of Board of Directors reviews the internal audit report efficiencyand effectiveness of internal control systems and suggests the solution to improve andstrengthen.
12. INDEPENDENT DIRECTOR'S DECLARATION:
The Independent Directors meet the criteria of being Independent as prescribed underSection 149 of the Companies Act 2013 and received declaration of Independence in thisregard.
13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of the programme for familiarization of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areavailable on the website of the company.
14. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed.
15. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Company believes that in order to ensure that the Board of Directors can dischargetheir duties and responsibilities effectively; it aims to have a Board with optimumcombination of experience and commitment with the presence of Independent Directors. SuchBoard can provide a long-term plan for the Company's growth improve the quality ofgovernance and increase the confidence of its shareholders.
The Company has a policy in terms of Section 178(3) of The Companies Act 2013 ondirectors' appointment and remuneration including the criteria for determining theirqualifications positive attributes and independence.
16. BOARD EVOLUTION:
The Board evaluated the effectiveness of its functioning and that of the Committees andIndividual Directors by seeking inputs on various aspects of Board/Committee Governanceand considered and discussed in details the inputs received from the Directors.
The aspects covered in the evaluation included the contribution to monitoring ofcorporate governance practices participation in strategic planning and fulfilment oftheir obligations including but not limited to their participation in the Board/CommitteeMeetings.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The details of the Directors on the Board of the Company during the year ended on 31stMarch 2022 are set out in the table below:
|Sr. No. Name of Directors and KMPs ||Designation ||Date of Appointment ||Date of Resignation |
|1. Mr. Mahendra Bacchawat ||Managing Director ||14th August 2018 ||- |
|2. Mr. Abhay Gupta ||Non-Executive Director ||14th August 2018 ||- |
|3. Mrs. Minakshi Singh ||Independent Director ||18th June 2018 ||6th April 2021 |
|4. Mr. Nirdesh Shah ||Independent Director ||18th June 2018 ||- |
|5. Mr. Manav Kumar ||Independent Director ||22nd August 2019 ||- |
|6. Mr. Abhishek Sanga ||Independent Director ||22nd August 2019 ||- |
|7. Ms. Neelam Pal ||Non-Executive Director ||06th April 2021 ||- |
|8. Mr. Bhim Chaudhary ||Chief Financial Officer ||22nd August 2020 ||- |
|9. Ms. Neha Rajan Mankame ||Company Secretary & Compliance Officer ||30th June 2020 ||5th July 2021 |
|10. Mr. Assem Mahajan ||Company Secretary & Compliance Officer ||5th July 2021 ||- |
18. HUMAN RESOURCES MANAGEMENT:
Management recognizes that employees represent our greatest capital assets and it isonly through motivated creative and committed employees that we can achieve our aims.Driven by strong ethics quality integrity and teamwork company works towardsachievement of its goals and fulfilment of the objectives. The Company provides to itsemployee's favourable work environment that motivates performance and innovation whileadhering to high degree of quality and integrity. Assignment empowerment andaccountability is the cornerstone of all the people led processes. The Companycontinuously nurtures this environment to keep its employees highly motivated and resultoriented. Industrial relations during the year continued to be cordial and the Company iscommitted to maintain good industrial relations through effective communication.
The Company has well documented and updated policies in place to prevent any kind ofdiscrimination and harassment including sexual harassment. The Whistle Blower Policyplays an important role as a watchdog.
19. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower policy to provide a formal mechanism to theDirectors and employees of the Company for reporting genuine concerns about unethicalpractices and suspected or actual fraud or violation of the code of conduct of the Companyas prescribed under the Companies Act 2013 Regulation 22 of the Listing Obligation andDisclosure Requirements 2015. This Vigil Mechanism shall provide a channel to theemployees and Directors to report to the management concerns about unethical behaviourand also provide for adequate safeguards against victimization of persons who use themechanism and also make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. It is affirmed that no personnel of thecompany has been denied access to the Audit Committee.
20. BOARD MEETINGS:
The Board meets at least once a quarter to review the quarterly/half yearly/yearlyresults and other items on the agenda. Additional meetings are also held when necessary.During the reporting period Eight (8) Board Meetings were convened and held on 6th April2021 28th June 2021 5th July 2021 13th August 2021 07th September 2021 29th October2021 10th February 2022 and 24th February 2022. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.
Board Meeting Attendance during fiscal 2021-22:
|Name of Directors ||Designation ||Date of Board Meetings |
| || ||06/04 ||28/06 ||05/07 ||13/08 ||07/09 ||29/10 ||10/02 ||24/02 |
|Mr. Mahendra Bacchawat ||Managing Director ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Mr. Abhay Gupta ||Non-Executive Director ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Mrs. Minakshi Singh* ||Independent Director ||- ||- ||- ||- ||- ||- ||- ||- |
|Mr. Nirdesh Shah ||Independent Director ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Mr. Manav Kumar ||Independent Director ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Mr. Abhishek Sanga ||Independent Director ||Y ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
|Ms. Neelam Pal** ||Non-Executive Director ||- ||Y ||Y ||Y ||Y ||Y ||Y ||Y |
*Mrs. Minakshi Singh resigned from the post of Independent Director w.e.f. 6th April2021.
**Ms. Neelam Pal appointed as Non-executive Director W.e.f. 6th April 2021.
21. INDEPENDENT DIRECTORS' MEETING:
Independent Directors met on 10th February 2022 to evaluate performance of theDirectors of the Company. They are also responsible for evaluation of quality quantitycontent and flow of information between management and the Board.
22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The company does not have any subsidiary/ Joint Ventures/ Associate Companies.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All contract/arrangements/transactions entered by the Company with its related partiesduring the financial year were on arm's length basis and in the ordinary course ofbusiness. Disclosure as prescribed in Form AOC - 2 is annexed herewith as Annexure 1.
24. PARTICULARS OF EMPLOYEES:
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Particulars of employees pursuant to Section 197 of the Companies Act 2013 and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure 2.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
The Company has not received any sexual harassment related complaints during the year2021- 22.
The Company has framed a policy on Sexual Harassment of Women at workplace whichcommits to provide a workplace that is free from all forms of discrimination includingsexual harassment. The Policy can be viewed at Company website with the link aswww.milgrey.in
26. CODE OF CONDUCT:
Your Company has formulated a code of conduct which applies to Board Members and SeniorManagement Personnel of the Company. confirmation towards adherence to the code during theFinancial Year 2021-22 have been obtained from all the Board Members and Senior ManagementPersonnel in terms of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
27. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of The Companies Act 2013 the Directorsstate as follows that:
i. in the preparation of the Annual Accounts for the financial year ended 31st March2022 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
ii. the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of your Company at the end of the financial year andof the profit or loss of your Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of The Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. the Directors had prepared the accounts for the financial year ended 31st March2022 on a "going concern" basis;
v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such were adequate and operating effectively.
28. COMMITTEES OF THE BOARD:
The Company has duly constituted as per the requirements of the Companies Act 2013read with applicable rules made thereunder and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Committees of the Board formed are asunder:
Stakeholders Relationship Committee;
Nomination and Remuneration Committee.
Further details with respect to the composition powers roles terms of referenceMeetings of all the relevant committees are provided in the Corporate Governance Report.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No material orders have been passed by the regulators or courts or tribunals impactingthe going concern status and company's operation in future.
30. AUDITORS AND THEIR REPORTS:
M/s. A.K. Kocchar & Associates Chartered Accountants (FRN. 120410W) have beenappointed as Statutory Auditors of the Company at the Annual General Meeting held on 27thSeptember 2019 till the conclusion of the Annual General Meeting to be held in the year2023.
The Board has duly examined the Report issued by the Statutory Auditor's of the Companyon the Accounts for the financial year ended 31st March 2022. The notes on Accounts aspresented in this Annual Report are self-explanatory in this regard and hence do not callfor any further clarification. Further the report of the Statutory Auditors along withnotes to Schedule is enclosed to this report.
The Auditor's Report does not contain any qualification reservation or adverse remark.There is no instances of fraud has been reported by the auditor during the year underreview.
As required under Section 204 of the Companies Act 2013 and Rules there under theBoard had appointed CS Lakshminarayan Krishnamoorthy Practicing Company Secretary (COP:6885) as the Secretarial Auditor of the Company. Report of the Secretarial Auditor hasbeen annexed as "Annexure 3" to this Report.
The report provided by CS Lakshminarayan Krishnamoorthy is self-explanatory andcontains observation as follows:
|Observations / Basis for Qualified Opinion ||Board's Comment |
|A pledge on the shares held by Mr. Abhay Gupta Director was created by him on 7th May 2021. However intimation under SAST Regulations 31(3) was given on 23rd July 2021. ||The company received Disclosure from Mr. Abhay Gupta on 23rd July 2021 regarding pledge of 452000 shares. The Company is not oblige to intimate stock exchange under Regulation 31(3) of SEBI (SAST) Regulations 2011. |
Pursuant to Section 138 of the Companies Act 2013 and Rules thereunder the Board hasappointed M/s. Mohan Sharma & Associates Practicing Cost Accountants (FirmRegistration no. 003198) as an Internal Auditor of the Company for FY 2021-22.
31. EXTRACT OF ANNUAL RETURN:
As per the requirement of section 92 of the Companies Act 2013 the extract of theAnnual Return in form MGT - 9 is annexed herewith marked as "Annexure 4"to this Report.
32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review there are no amounts due and/or outstanding whichrequired to be transferred to Investor Education and Protection Fund.
33. RISK MANAGEMENT:
Risk Management is the process of identification assessment and prioritization ofrisks to minimize impact of unfortunate events. Risk Management Policy enables the Companyto manage such uncertainties and changes in the internal and external environment toreduce their negative impact. The Board of Directors of the Company as and when neededdevelops such policies for assessing and managing the risks in accordance with therequirements of the Companies Act 2013.
34. CORPORATE GOVERNANCE:
The provisions of the Corporate Governance are not applicable to the Company. Howeverthe Company to maintain transparency and build stakeholders trust the board of Directorsof the Company prefers to provide a separate Report on Corporate Governance. The saidreport forms part of this Annual Report and also contains certain disclosures requiredunder the Companies Act 2013.
35. DECLARATION ON INSOLVENCY AND BANKRUPTCY CODE 2016:
Neither any application was made nor any proceeding is pending under the Insolvencyand Bankruptcy Code 2016 against the Company.
Your Directors would like to thank shareholders customers suppliers bankersemployees and all other business associates for the support given by them to the Companyand their confidence in its management.
| ||By and on behalf of the Board of Directors of Milgrey Finance and Investments Limited |
| ||Sd/- ||Sd/- |
| ||Mahendra Bachhawat ||Abhay Gupta |
|Date: 5th September 2022 ||Managing Director ||Director |
|Place: Mumbai ||DIN:07547289 ||DIN:02294699 |