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Milgrey Finance & Investments Ltd.

BSE: 511018 Sector: Financials
NSE: N.A. ISIN Code: INE679T01013
BSE 00:00 | 20 Jan Milgrey Finance & Investments Ltd
NSE 05:30 | 01 Jan Milgrey Finance & Investments Ltd
OPEN 19.50
PREVIOUS CLOSE 19.50
VOLUME 50
52-Week high 20.00
52-Week low 17.60
P/E
Mkt Cap.(Rs cr) 4
Buy Price 19.50
Buy Qty 150.00
Sell Price 19.15
Sell Qty 34000.00
OPEN 19.50
CLOSE 19.50
VOLUME 50
52-Week high 20.00
52-Week low 17.60
P/E
Mkt Cap.(Rs cr) 4
Buy Price 19.50
Buy Qty 150.00
Sell Price 19.15
Sell Qty 34000.00

Milgrey Finance & Investments Ltd. (MILGREYFININV) - Director Report

Company director report

To

The Members of Milgrey Finance & Investments Limited

1. Report:

Your Directors have presented the 36thAnnual Report together with theAudited Financial Statements for the year ended 31stMarch 2019.

2. Financial Highlights:

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

(Amount in Rs.)
Particulars Year ended March 31 2019 Year ended March 31 2018
Income from Operations - -
Profit before Interest Depreciation Exceptional Items Other Income and Tax (1906641) (915299)
Less: Finance Costs 147766 -
Depreciation - -
Exceptional Items -
Add: Other Income 125705 -
Profit/(Loss)before Tax (2054407) (915299)
Less: Tax Expense - -
Profit/(Loss)after tax (2054407) (915299)

3. Business Performance:

During the financial year 2018-19 the Company has not earned any revenue fromoperations.

4. Dividend:

Due to non-availability of surplus profit your Company has not declared any dividendduring the year under review.

5. Transfer to reserves:

The Company did not have any profits to be transferred to Reserves during the yearunder consideration.

6. Share Capital:

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31stMarch2019wasRs.20000000/- (Two Crores only )divided into 2000000(Twenty Lakhs) EquityShares of Rs. 10/- each.

The Company has increased its Authorized Capital from Rs. 2500000/-divided into250000 Equity Shares of Rs. 10/- each to Rs. 20000000/- divided into 2000000 EquityShares of Rs. 10/- each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at 01stApril2018wasRs.2400000/- divided into 240000 Equity Shares of Rs. 10/- each.

On 11th April 2018 the Board of Directors of the Company proposed thePreferential Allotment of 1750000 (Seventeen Lakhs Fifty Thousand) Equity Shares of Rs.10.00/- (Rupees Ten Only) each at a price of Rs. 10.00/- (Rupees Ten Only) per equityshare for consideration of Rs. 17500000/- (Rupees One Crore Seventy-Five Lakhs Only)in accordance with SEBI (ICDR) Regulations 2009 and applicable provisions of CompaniesAct2013. The said allotment was approved by the Shareholders in their Extra OrdinaryGeneral Meeting (EOGM) on 11th May 2018. On receipt of the application andallotment money from the proposed allottees the Board of Directors of the Companyallotted the said 1750000 Equity Shares to the allottees on 25th May 2018.

Thus as on the 31stMarch 2019 the Issued & Subscribed Capital of theCompany stands at Rs. 19900000/- divided into 1990000 Equity Shares of Rs. 10/- each.

During the year under review the Company has not issued any shares with differentialvoting rights.

Further it has neither issued employee stock options nor sweat equity shares and doesnot have any scheme to fund its employees to purchase the shares of the Company.

7. Open Offer and Acquisition of Equity Shares of the Company and resultantchange of promoters:

Mr. Mahendra Bachhawat ("the Acquirer") along with PACs Mr. Abhay Gupta andMs. Rashmi Shah had subscribed for 1200000 Equity Shares in the preferential issue asstated above aggregating to 60.30% of the Post Preferential Equity Share capital of theCompany. As their aggregate post Preferential Shareholding exceeded the threshold set outin Regulation 3(1) and 4 of SEBI (SAST) Regulations 2011 and with their intention toacquire control over the Company the Acquirer and PACs triggered Regulation 3(1) and 4 ofSEBI SAST Regulations 2011 and have made an open offer to the Shareholders of the Company.

Mr. Mahendra Bachhawat("the Acquirer") along with PAC's Mr. Abhay Gupta andMs. Rashmi Shah acquired 78050 fully paid up Equity Shares in the open offer process.The offer was completed on 1st August 2018.

Consequent to the completion of open offer there was a change in control and themanagement of the company pursuant to Regulation 31 A(5) and other relevant provisions ofSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and applicableprovisions if any of the Companies Act 2013. Mr. Mahendra Bachhawat("theAcquirer") along with PACs Mr. Abhay Gupta and Ms. Rashmi Shah have becomepromoters of the Company and the existing promoters ceased to be the promoters and theirremaining holding will be classified as public holding.

8. Directors and Key Managerial Personnel:

Sr. No. Name of Directors and KMP Designation Date of Appointment Date of Resignation
1. Mahendra Bacchawat Managing Director 14th Aug 2018 -
2. Girdharilal Seksaria Non-Executive Chairman 24th Oct 1989 22nd August 2019
3. Shyamsunder Harlalka Whole Time Director 03rdJune 1983 22nd August 2019
4. Manju Joshi Non-Executive Director 26th March 2015 09th Oct 2018
5. Mitesh Jaani Executive Director 12th Dec 2017 22nd August 2019
6. Abhay Gupta Non-Executive Director 14th Aug 2018 -
7. Minakshi Singh Independent Director 18th June 2018 -
8. Nirdesh Shah Independent Director 18th June 2018 -
9. Manav Kumar Additional Independent Director 22nd August 2019 -
10. Abhishek Sanga Additional Independent Director 22nd August 2019 -
11. Mitesh Jaani Chief Financial Officer 26th April 2019 22nd August 2019
12. Ayushi Sharma Company Secretary & Compliance Officer 15th March 2016 08th April 2019
13. Shrawan Kumar Jha Company Secretary & Compliance Officer 08th May 2019 -

9. Changes in Directors:

Appointments after the end of Financial Year

• Mr. Manav Kumar on the recommendation of the Nomination &RemunerationCommittee was appointed by the Board of Directors of the Company as AdditionalIndependent Director of the Company w.e.f 22nd August 2019. Mr. Manav Kumarwould hold office as an Independent Director for a period of 5 Years w.e.f from 22ndAugust 2019 subject to approval of members in the ensuing Annual General Meeting of theCompany.

• Mr. Abhishek Sanga on the recommendation of the Nomination & RemunerationCommittee was appointed by the Board of Directors of the Company as AdditionalIndependent Director of the Company w.e.f 22nd August 2019. Mr. Abhishek Sangawould hold office as an Independent Director for a period of 5 Years w.e.f from 22ndAugust 2019 subject to approval of members in the ensuing Annual General Meeting of theCompany.

Resignation after the end of the Financial Year:

• Mr. Shyamsunder Harlalka and Mr. Girdharilal Seksaria resigned from the post ofDirector of the Company w.e.f. 22nd August 2019.

• Mr. Mitesh Jaani resigned from the post of the Director and CFO w.e.f.22ndAugust 2019.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 91 of theArticles of Association of the Company Mr. Abhay Gupta will retire by rotation at the AGMand being eligible has offered himself for re-election. Your Board has recommended hisre-election.

10. Audit Committee:

This Committee has been constituted in line with the provisions of Section 177 of theCompanies Act 2013.

The Audit Committee continued working under Chairmanship of Ms. Minakshi Singh with Mr.Mitesh Jaani and Mr. Nirdesh Shah as co-members. During the year the committee met fourtimes on occasions viz. 30th May 2018 14th August 2018 14thNovember 2018 13th February 2019.

The composition of the Audit Committee and details of the Members participation at theMeetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Narendra Sandesara* Chairman 2/4
2. Mr. Bhagvatiprasad Joshi** Member 2/4
3. Mr. Shyamsunder Harlalka*** Member 3/4
4. Ms. Minakshi Singh# Chairman 2/4
5. Mr. Mitesh Jaani## Member 2/4
6. Mr. Nirdesh Shah### Member 2/4

* Mr. Narendra Sandesara ceased to be the Director of the Company w.e.f. 09thOctober 2018.

** Mr. Bhagvatiprasad Joshi ceased to be the Director of the Company w.e.f 09thOctober 2018.

*** Mr. Shyamsunder Harlalka ceased to be Member of the Audit Committee w.e.f 13thFebruary 2019.

# Ms. Minakshi Singh was designated as Chairman of the Audit Committee w.e.f 14thNovember 2018.

## Mr. Mitesh Jaani was designated as a Member of the Audit Committee w.e.f. 14thNovember 2018.

### Mr. Nirdesh Shah was designated as a Member of the Audit Committee w.e.f 14thNovember 2018.

Terms of reference:

• Oversight of the Company's financial reporting process and financial informationsubmitted to the stock Exchanges regulatory authorities or the public.

• Reviewing with the Management the quarterly unaudited financial statements andthe Auditors' Limited Review Report thereon/audited annual financial statements andAuditors' Report thereon before submission to the Board for approval. This would interalia include reviewing changes in the accounting policies and reasons for the same majoraccounting estimates based on exercise of judgments by the Management significantadjustments made in the financial statements and / or recommendation if any made by theStatutory Auditors in this regard.

• Discuss with the Statutory Auditors its judgment about the quality andappropriateness of the Company's accounting principles with reference to the GenerallyAccepted Accounting Principles in India [IGAAP).

• Review the investments made by the Company.

• recommendation for appointment remuneration and terms of appointment ofauditors of the listed entity;

• approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

• reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

• reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

• approval or any subsequent modification of transactions of the listed entitywith related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the listed entity wherever it isnecessary;

• evaluation of internal financial controls and risk management systems;

• reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

• reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow upthere on;

• reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

• discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of theaudit committee.

All the Members on the Audit Committee have the requisite qualification for appointmenton the Committee and possess sound knowledge of finance accounting practices and internalcontrols.

Recommendations if any made by the Audit Committee were accepted by the Board.

11. Nomination & Remuneration Committee & Policy:

In compliance with section 178 of the Act the Board has constituted "Nominationand Remuneration Committee".

Terms of reference:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors /Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personneland to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointmentof Directors Key Managerial Personnel and senior management employees and theirremuneration;

• Review the performance of the Board of Directors and Senior ManagementEmployees based on certain criteria as approved by the Board.

During the year the committee met on twice on occasions viz. 18th June2018 and 14th August 2018.

The composition of the Nomination &Remuneration Committee and details of theMembers participation at the Meetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Narendra Sandesara* Chairman 2/2
2. Mr. Bhagvatiprasad Joshi** Member 2/2
3. Mr. Girdharilal Seksaria*** Member 2/2
4. Mr. Abhay Gupta# Chairman 0/2
5. Ms. Minakshi Singh## Member 0/2
6. Mr. Mitesh Jaani### Member 0/2

* Mr. Narendra Sandesara ceased to be Director of the Company w.e.f 09thOctober 2018.

** Mr. Bhagvati prasad Joshi ceased to be Director of the Company w.e.f 09thOctober2018.

*** Mr. Girdharilal Seksaria ceased to be member of the Nomination & RemunerationCommittee w.e.f 14th November 2018.

# Mr. Abhay Gupta designated as Chairman of the Nomination & Remuneration Committeew.e.f 14th November 2018.

## Ms. Minakshi Singh designated as member of the Nomination & RemunerationCommittee w.e.f 14th November 2018.

### Mr. Mitesh Jaani designated as member of the Nomination & RemunerationCommittee w.e.f 14th November 2018.

The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations. The Policy can be viewed at Company website with the link aswww.milgrey.in.

12. Risk Management Committee:

Business Risk Evaluation and Management is an on-going process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

• Reviewing the BRM policy and framework in line with local legal requirements andSEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actionsand ownership as per a pre-defined cycle;

• Defining framework for identification assessment monitoring mitigation andreporting of risks.

During the year the committee met once on 13th February 2019.

The composition of the Risk Management Committee and details of the Membersparticipation at the Meetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Shyamsunder Harlalka* Chairman 0/1
2. Mr. Bhagvati prasad Joshi** Member 0/1
3. Mr. Narendra Sandesara*** Member 0/1
4. Mr. Mahendra Bachhawat# Chairman 1/1
5. Mr. Mitesh Jaani## Member 1/1
6. Mr. Abhay Gupta### Member 1/1

* Mr. Shyamsunder Harlalka ceased to be Chairman of the Risk Management Committee w.e.f13th February 2019.

**Mr. Bhagvatiprasad Joshi ceased to be Director of the Company w.e.f 09thOctober 2018.

***Mr. Narendra Sandesara ceased to be Director of the Company w.e.f 09thOctober 2018.

# Mr. Mahendra Bachhawat designated as Chairman of the Risk Management Committee w.e.f13thFebruary 2019.

## Mr. Mitesh Jaani designated as member of the Nomination & Remuneration Committeew.e.f 14thNovember 2018.

###Mr. Abhay Gupta designated as member of the Nomination & Remuneration Committeew.e.f 14thNovember 2018.

13. Stakeholders Relationship Committee:

The Committee monitors the Company's response to investor complaints. The Committeeexercises the power to transfer of shares non-receipt of dividend/notices/annual reportsetc. in accordance with the provisions of SEBI (LODR) Regulations 2015.

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may beissued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securitiesreported lost defaced or destroyed as per the laid down procedure;

• issue new certificates against subdivision of shares renewal split orconsolidation of share certificates / certificates relating to other securities; issue andallot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by theCompany subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees' Stock OptionScheme(s) if any and to allot shares pursuant to options exercised;

• to issue and allot debentures bonds and other securities subject to suchapprovals as may be required; • to approve and monitor dematerialization of shares /debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of theShare Department to attend to matters relating to non-receipt of annual reports noticesnon-receipt of declared dividend / interest change of address for correspondence etc. andto monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares debenture.

During the year the committee met on four occasions viz. 30th May 2018 14thAugust 2018 14th November 2018 and 13th February 2019.

The composition of the Stakeholders Relationship Committee and details of the Membersparticipation at the Meetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Narendra Sandesara* Chairman 2/4
2. Mr. Bhagvatiprasad Joshi** Member 2/4
3. Mr. Shyamsunder Harlalka*** Member 3/4
4. Ms. Minakshi Singh# Chairman 2/4
5. Mr. Mitesh Jaani## Member 2/4
6. Mr. Nirdesh Shah### Member 2/4

* Mr. Narendra Sandesara ceased to be the Director of the Company w.e.f. 09thOctober 2018.

** Mr. Bhagvatiprasad Joshi ceased to be the Director of the Company w.e.f 09thOctober 2018.

*** Mr. Shyamsunder Harlalka ceased to be Member of the Stakeholder RelationshipCommittee w.e.f 13th February 2019. # Ms. Minakshi Singh was designated asChairman of the Stakeholder Relationship Committee w.e.f 14th November 2018.

## Mr. Mitesh Jaani was designated as a Member of the Stakeholder RelationshipCommittee w.e.f. 14th November 2018.

### Mr. Nirdesh Shah was designated as a Member of the Stakeholder RelationshipCommittee w.e.f 14th November 2018.

During the year no complaints were received from shareholders. The Company had noshare transfers pending as on 31stMarch 2019.

14. Human resource:

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.

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns.

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.

15. Board meetings:

During the yearTen(10) Board Meetings were convened and held on 11th April2018 23rd May 2018 30th May 2018 18th June 2018 14thAugust 2018 05th September 2018 09th October 2018 06thNovember 2018 14th November 2018 and 13th February 2019.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Sr. No. Date of meeting Total strength of Board No. of Directors Present
1. 11th April 2018 6 6
2. 23rd May 2018 6 6
3. 30th May 2018 6 6
4. 18th June 2018 8 8
5. 14th August 2018 8 8
6. 05th September 2018 10 10
7. 09th October 2018 7 7
8. 06th November 2018 7 7
9. 14th November 2018 7 7
10. 13th February 2019 7 7

16. Board evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees.

The Nomination and Remuneration has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors.A structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioning such asadequacy of the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Directors being evaluated.

17. Declaration by independent directors:

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board they fulfill the conditionsof independence as specified in the Act and the Rules made there under and are independentof the management.

18. Independent Directors' Meeting:

During the year under review Independent Directors met on 13th February2019 inter-alia to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board aswhole.

• Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.

• Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.

19. Subsidiaries joint ventures and associate companies:

The company does not have any subsidiary/ Joint Ventures/ Associate Companies.

20. Auditors and their reports:

Statutory Auditor:

M/s. A.K. Kocchar & Associates Chartered Accountants (FRN. 120410W) have beenappointed as Statutory Auditors of the Company till the conclusion of this Annual GeneralMeeting.

The audit committee of the Company has proposed and the Board of Directors of theCompany has recommended the appointment of M/s. A.K. Kocchar & Associates CharteredAccountants (FRN. 120410W) as the Statutory Auditors of the Company for the period offour years from the conclusion of this Annual General Meeting.

There are no qualifications reservations or adverse marks made by the StatutoryAuditor in its report. The said report also forms a part of this Annual Report.

Secretarial Auditor:

As required under Section 204 of the Companies Act 2013 and Rules there under theBoard had appointed M/s NKM & Associates. Practicing Company Secretaries asthe Secretarial Auditor of the Company. Report of the Secretarial Auditor has been annexedas Annexure 1 to this Report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act 2013 and Rules thereunder the Board hasappointed M/s Mohandas & Co. Chartered Accountants as the Internal Auditor of theCompany.

21. Management's discussion and analysis report:

The Management Discussion and Analysis Report as required under the Listing Regulationsforms part of the Annual Report.

22. Deposits:

We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.

23. Policy against sexual harassment:

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

24. Vigil mechanism:

The Company has established vigil mechanism pursuant to Section 177 of the Act and theListing Agreement for Directors and Employees to report their concerns and has also takensteps to safeguard any person using this mechanism from victimization and in appropriateand exceptional cases. The said policy is uploaded on the Company's website and can beviewed at Company website with the link as www.milgrey.in

Provision for direct access to the chairperson of the Audit Committee in appropriate orexceptional cases has also be established.

During the year there have been no complaints alleging child labour forced labourinvoluntary labour and discriminatory employment.

25. Code of conduct for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons are placed before the Audit Committee on a quarterly basis. The Company has alsoadopted a Code of Corporate Disclosure Practices for ensuring timely and adequatedisclosure of Unpublished Price Sensitive Information by the Company to enable theinvestor community to take informed investment decisions with regard to the Company'sshares

The policy is uploaded on the Company's website and can be viewed at the Companywebsite at www.milgrey.in

26. Risk management:

Risk management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.

Although not mandatory as a measure of good governance the Company has constituted aRisk Management Committee of the Board. The Committee reviews the Company's performanceagainst identified risks formulates strategies towards identifying new and emergent risksthat may materially affect the Company's overall risk exposure and reviews the RiskManagement Policy and structure.

This robust Risk Management framework seeks to create transparency minimize adverseimpact on business objectives and enhance the Company's competitive advantage. TheInternal Audit Department is responsible for facilitating coordination with the heads ofvarious Departments with respect to the process of identifying key risks associated withthe business manner of handling risks adequacy of mitigating factors and recommendingcorrective action.

The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.The Policy is also made available at the company's website at www.milgrey.in

27. Internal Control Systems And Adequacy:

The Company has appropriate internal control systems for business processes with regardto its operations financial reporting and compliance with applicable laws andregulations. It has documented policies and procedures covering financial and operatingfunctions and processes. These policies and procedures are updated from time to time andcompliance is monitored by the internal audit function as per the audit plan. The Companycontinues its efforts to align all its processes and controls with best practices.

Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Board's Report.

28. Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education andProtection Fund as 31stMarch 2019.

29. Corporate governance:

Pursuant to Regulation 15 of SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in Regulations 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C Dand E of Schedule V of SEBI (LODR) Regulations 2015 shall not apply in respect of thelisted entity having paid up equity share capital not exceeding rupees ten crores and networth not exceeding rupees twenty five crore as on the last day of the previous financialyear.

Thus due to non-applicability a separate report of Corporate Governance providing thedisclosures as required under para C of Schedule V has not be provided in this Annualreport.

30. Extract of the annual return:

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies [Management and Administration Rules 2014 an extract of annual return in MGT 9forms part of this Annual Report as Annexure 2.

31. Regulatory actions:

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

32. Material changes if any affecting the financial position of thecompany which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report:

Since the end of the financial year there have been no material changes affecting thefinancial position of the Company.

33. Energy conservation technology absorption and foreign exchange earnings and outgo:

a. Conservation of energy:

Particulars in respect of conservation of energy are NIL.

b. Technology absorption:

Particulars in respect of technology absorption are NIL.

c. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgowas NIL during the year.

34. Particulars of contracts or arrangements made with related parties:

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company during the year that would haverequired Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature whenever required. A statement of all Related Party Transactions isplaced before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions.

Further as all the transactions with related parties have been conducted at an arms'length basis and are in the ordinary course of business there are no transactions to bereported in Form AOC-2 and as such do not form part of this report.

35. Details of loans guarantees and investments u/s 186 of the Act:

Details of loans guarantee or investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2017-18 is appended in the notes to theFinancial Statements that form part of this Annual Report.

36. Directors' Responsibility Statement:

In terms of the provisions of Companies Act 2013 the Directors state that:

o In preparation of the annual accounts for the financial year ended 31stMarch2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures; o The directors had selected such accounting policies tothe financial statements and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give true and fair view of the state of affairsof the Company at the end of the financial year as on 31stMarch 2019 and ofthe profit of the Company for that period; o The directors had taken proper and sufficientcare for maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; o The directors had prepared the annual accounts on a goingconcern basis; and o The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. o The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

37. Corporate Social Responsibility (CSR):

The companies on whom the provisions of the CSR shall be applicable are contained inSub Section (1) of Section 135 of the Companies Act 2013. As per the said section thecompanies having Net worth of INR 500 crore or more; or Turnover of INR 1000 crore ormore; or Net Profit of INR 5 crore or more during any financial year shall be required toconstitute a Corporate Social Responsibility Committee of the Board "hereinafter CSRCommittee" with effect from 1st April 2014.

As your Company does not fall in any of the criteria specifies above thedisclosure/reporting as applicable to CSR companies is not applicable to the Company.However the Company strives to make constant efforts to contribute to the Society bytrying to achieve a balance of economic environmental and social imperatives while atthe same time addressing the expectations of shareholders and stakeholders.

38. Listing at Stock Exchanges

Equity Shares of the Company are listed on BSE Limited under Scrip Code: 511018 andScrip Id: ZMILGFIN

39. Acknowledgements:

Your Directors acknowledge the dedicated service of the employees of the Company duringthe year.They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers businesspartners and other stakeholders.

By and on behalf of the Board of Directors
For Milgrey Finance and Investments Limited
Sd/- Sd/-
Mahendra Bachhawat Abhay Gupta
Managing Director Director
DIN: 07547289 DIN: 02294699
Place: Mumbai
Date: 30th August 2019