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Milton Industries Ltd.

BSE: 535025 Sector: Others
NSE: MILTON ISIN Code: INE376Y01016
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Milton Industries Ltd. (MILTON) - Director Report

Company director report

To

The Members

Milton Industries Ltd.

Ahmedabad.

Your Directors have pleasure in presenting their 33rd Annual Report together withAudited Statement of Accounts for the year ended 31st March 2019.

FINANCIAL RESULTS

PARTICULARS 2018-19 2017-18
Gross Sales 6222.03 4252.72
Net Sales 5373.58 3787.27
Profit before Interest Depreciation & Tax 588.00 491.16
Interest and Financial Charges 187.87 231.00
Depreciation 123.63 126.69
Profit Before Tax 276.50 133.47
Less: Provision for Taxation :
Current Tax & FBT 75.00 30.00
Deferred Tax 5.05 (27.50)
Short/Excess Provisions of Earlier Years - 1.06
Mat Credit -
Net Profit after Tax carried to Balance-sheet 196.46 129.92

FUTURE OUTLOOK:

Milton Industries have been constantly pushing itself into more of Government Suppliesand have been able to succeed in whatever vision created and have add on with many moreother products.

Milton Industries manufacturer exporters of premium quality high pressure laminatesindustrial laminates laminated board flooring laminates artificial leather cloth GFRESheets besides this as per the Future outlook of the Directors we have been able toproduce and manufacture other products in house those are DGFRP NAFTC Pillar Assemblyfor Railway Coaches Honeycomb Partition panels and have been successful in supplying thesame to various vendors. The products have been duly tested and well accepted for in themarket.

The company have designed Lavatory for Indian Railways and are ready to install timeLevorotary with low weight and high technique components and the product is most likely toapproved soon by Indian Railways and we hope to receive big order for the same in nearfuture.

Besides this company is planning to increase the productivity of Honeycomb partitionpanels and are planning to install hi-tech machine for the same and the order for the samehave been already placed and company estimates drastically increase to it sales for thesame.

Besides this company is planning for the total apply and supply business and for thatcompany have planned to put up more machines for foam of seat of Indian railways. Companyis looking for the project of putting up a plant for Silicon Foam earlier Indian railwaysused to put convention form of foam which was replaced by Recron and now because of verygood Fire Retardency and Shelf Life Railway have changed those with Silicon Foam. We atMilton have successful taken trial for Silicon Foam production and are in process ofnegotiating for machines for production of the same. Company expects to get big volumes oforder from Indian Railways and also from other vendors and market.

DIVIDEND:

The board of directors has decided to plough back the profit to meet with capitalexpenditure and to meet with working capital requirement; therefore your Directors do notrecommend any dividend for the year under review.

RESERVES:

The company has during the year under review has transferred an amount equivalent tothe requirement for issue of bonus shares.

PERFORMANCE:

Your Directors inform you that during the year under review the Company has GrossSales of Rs. 6222.03 Lacs as against Rs. 4252.72 Lacs in the previous year. During theyear under review the Company has earned net profit after tax amounting to Rs. 196.46 Lacsas against the net profit after tax of Rs. 129.92 Lacs in the previous year. Barringunforeseen circumstance your Directors are hopeful to achieve better financialperformance in the coming years.

DEPOSITS:

The company has not accepted deposits from the public during the financial year underreview within the meaning of Section 73 of the Act of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014

PARTICULARS OF EMPLOYEES IN TERMS OF 197 OF THE COMPANIES ACT 2013:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company forms part of this report as ‘Annexure A'. However as permitted interms of Section 136 of the Act this Annual Report is being sent to all the members andothers entitled thereto excluding the said annexure. Members who are interested inobtaining these particulars may write to the Company Secretary at the Registered Office ofthe Company. The aforesaid annexure is also available for inspection by members at theRegistered Office of the Company 21 days before the 33rd Annual GeneralMeeting and up to the date of Annual General Meeting during business hours on workingdays.

FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015 the Board shall carry out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of Audit and Nomination & Remuneration Committees based onthe criteria and framework adopted by the Board.

INDUSTRIAL RELATION:

Employee's relations have remained cordial throughout the year. Your Directors place onrecord their appreciation for significant contribution made by the employees through theirCompetence hard work sustained efforts Co-operation and support.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has placed an adequate Internal Financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.

During the year no reportable material weakness in the design or operation wereobserved.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Disclosures of Particulars in the Report of Board of Directors) Rules 2014relating Conservation of Energy Technology Absorption and Foreign Exchange earnings andoutgo in is given in "Annexure-B" forming part of this report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The company does not have any subsidiary Joint venture and Associate.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review the company has in the ordinary course of its businessand complying with the provisions of section 186 of the companies Act 2013 entered intotransaction relating to giving of loan or Guarantee. The members are requested to referthe notes to the financial statement which are forms the part of the Annual Report fordetailed information.

RELATED PARTY TRANSACTIONS:

There was no Contract or Arrangement made with Related Parties pursuant to section 188of the companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the Regulators/Courts/Tribunalwhich would impact the going concern status of the Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR (MARCH 31 2019) AND THE DATE OF THEREPORT:

There is no material changes and commitments affecting the financial position of thecompany have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of this report. Company have filed litigation forshort term deposit with a view to increase cash flow of company to fulfill future ordersand matter is presently under abeyance.

DECLARATIONS BY THE INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of the Independence as provided in Section 149(6)of the Companies Act 2013.

COMMITTEES OF THE BOARD:

The Company has formed various Committees as required under the provisions of CompaniesAct 2013 read with SEBI (Listing Obligation and Disclosure Requirement) Regulations2015. The details of the committee are provided herein below: Presently the board hasThree (3) committees i.e. Audit Committee Nomination and Remuneration CommitteesStakeholders Relationship Committee constitution of which are given below.

A. Audit Committee :

Name of the Director Status in Committee Designation
Mr. Ankur Ashokkumar Agarwal Chairman Non Executive-independent director
Mr. Rakesh Mehtani Member Non Executive-independent director
Mr. Vijay Pal Jain Member Managing Director
B. Nomination and Remuneration Committees:
Name of the Director Status in Committee Designation
Mr. Maheshbhai Samatbhai Patel Chairman Non Executive-Independent Director
Mr. Ankur Ashokkumar Agarwal Member Non Executive-Independent Director
Mr. Ishwar Singh Member Non Executive-Independent Director
C. Stakeholders Relationship Committee:
Name of the Director Status in Committee Nature of Directorship
Mr. Ishwar Singh Chairman Non Executive-Independent Director
Mr. Rakesh Mehtani Member Non Executive-Independent Director
Mr. Vijay Pal jain Member Managing Director

VIGIL MACHANISM/ WHISTLE BLOWER:

During the year under review the Company has established Vigil Mechanism. Accordinglythe Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism. The policy for vigil mechanism is available on the website of the company.

DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION& REDRESAL) ACT 2013:

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redresser) Act 2013. Further Company ensuresthat there is a healthy and safe atmosphere for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee.

CORPORATE SOCIAL RESPONSIBILITY :

The provision of Section 135 of Companies Act 2013 is not applicable to the company ascompany is not matching with the criteria specified in the said section.

RISK MANAGEMENT POLICY:

The Company has a robust Risk Management policy. The Company through a SteeringCommittee oversees the Risk Management process including risk identification impactassessment effective implementation of the mitigation plans and risk reporting. Atpresent the company has not identified any element of risk which may threaten theexistence of the company.

NUMBER OF BOARD MEETINGS:

The details of the number of meetings of the Board held during the financial year2018-19 forms part of the Corporate Governance Report.

The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act..

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 as on March 31st 2019 is attachedas "Annexure-C" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review the constitution of the Board of director changed.

Following Director was appointed in the company as an Additional Independent Directoron 02nd March 2019. Mr. Vaibhav Jain.

In accordance with Section 152(6) of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Saket Jain (DIN: 02200196) Mr. Abhay Jain (DIN: 00343757)retire by rotation and is being eligible offer himself for re-appointment at the ensuingAnnual General Meeting.

DIRECTOR RESPONSIBILITY STATEMENT:

In terms of provisions of section 134 (5) of the companies Act 2013 your Directorsconfirm: -a) That in the preparation of the annual accounts for the year ended March 31st2019 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.

b) That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit of the Company for the year ended March 31st2019.

c) That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) That the directors had prepared the annual accounts on a "going concern"basis.

e) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

MANAGEMENT DISCUSSION & ANALYSIS:

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘Listing Regulations') Management Discussion and Analysis forms an integralpart of the Directors' Report is given in ‘Annexure-D'

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Himanshu Maheshwari Company Secretaries to undertake the SecretarialAudit functions of the Company. The Secretarial Audit Report is annexed to this Report as‘Annexure- E'. There is no qualification reservations or disclaimers in report.

AUDITORS:

M/s. Sapan Vasa & Co Chartered Accountants (Firm Reg. No. 120693W) appointed asthe statutory auditors of your Company hold office until the conclusion of the upcomingAnnual General Meeting to be held in the year 2020. A certificate from M/s. Sapan Vasa& Co has been received to the effect that their appointment if made would be withinthe prescribed limits under Section 139 of the Companies Act 2013. The Report of theAuditors read with the notes to accounts as annexed are self-explanatory and therefore donot require any further explanations.

ACKNOWLEDGEMENT:

Your Board wishes to place on record its deep appreciation of Directors of your companyfor their immense contribution by way of strategic guidance sharing of knowledgeexperience and wisdom which help your company take right decisions in achieving itsbusiness goals.

Your Board acknowledges with thanks the support given by suppliers customers BankersGovernment Authorities Shareholders and Employees of the Company at all levels and looksforward for their continued support.

Date: 30.05.2019. For and on behalf of the Board of Directors
Place: Ahmedabad. M/S. MILTON INDUSTRIES LIMITED.
CHAIRMAN

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