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Milton Industries Ltd.

BSE: 535025 Sector: Others
NSE: MILTON ISIN Code: INE376Y01016
BSE 05:30 | 01 Jan Milton Industries Ltd
NSE 05:30 | 01 Jan Milton Industries Ltd

Milton Industries Ltd. (MILTON) - Director Report

Company director report

To

The Members

Milton Industries Limited Ahmedabad.

Your Directors have pleasure in presenting their 34th Annual Report togetherwith Audited Statement of Accounts for the year ended 31st March 2020.

FINANCIAL RESULTS:

(Rsin Lakhs)
PARTICULARS 2019-20 2018-19
Gross Sales 7972.45 6222.03
Net Sales 6827.10 5373.58
Profit before Interest Depreciation & Tax 837.12 588.00
Interest and Financial Charges 206.38 187.87
Depreciation 141.44 123.63
Profit Before Tax 489.29 276.50
Less: Provision for Taxation:
Current Tax & FBT 145.00 75.00
Deferred Tax 3.75 5.05
Short/Excess Provisions of Earlier Years - -
Mat Credit - -
Net Profit after Tax carried to Balance-sheet 348.05 196.46

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's outlook remains favorable on account of its product integrationcapabilities growing brand popularity and the continuous support from its shareholdersemployee's creditors lenders distributors dealers and consumers. The Company's visionis to be a one- stop solution for all decorative surface products (in its field ofoperation). The Company's pan-India distribution network ensures easy availability ofproducts in almost every part of India.

8 Things That Set Milton Industries Limited Apart

Proxy and prominence

Milton Industries Limited is not just another laminate manufacturing company. It isrespected and recognized as one of the best laminate manufacturing companies in India.That the industry is virtually synonymous with the Company's brand is in no small measuredue to its competitive advantage pioneering features and innovative branding

Pioneering

The Company is respected as a longstanding pioneer for its ability to offer innovativeproducts: Laminate Sheets GFRE Sheets Coated Fabric Aluminum Honeycomb Panel with DGFRPsheets/GFRE sheets FRP Modular Toilets and DGFRP Modular Toilets Glass fabric EpoxySheet etc. The Company is proud to say that they have one of the best and only firetesting labs not only in Gujarat but across the whole India as per EN (European Standard)containing No. 45545. The test carried out by Milton Fire Test lab are approved by all therailways coach manufacturing units as well as all other concerned units of IndianRailways.

Customer-focused

Milton Industries does not just provide products to attract the customer's attention;it creates a superior proposition that makes it compelling for customers to buy. Theattractiveness of the

Company's proposition is derived from the ability to offer a range of Laminate productsacross price points making it possible to graduate purchases with every incremental priceincrease creating an aspiration-driven consumer

One-stop convenience

Milton Industries is more than a Laminate manufacturer; the Company provides a wideningproduct portfolio translating into a one-stop interior products convenience. The companymarkets laminates particle boards GFRE Sheets PVC Sheets Aluminum Partition Frame withLP sheets among others.

Parentage

Milton Industries comprises the best of promoter-entrepreneur and professionalmanagerial competencies. The company is led by Two generation entrepreneurs like Sri.VijayPal Jain and Late Sri. Mahipal Jain and Late Sri. RP Jain and they are ably supported byexperienced Board members like Sri. Ajay M Jain Sri. Abhay M Jain Sri. Vikas Jain andSri. Saket Jain. Besides the Directors are complemented by professional managers and CAO(Chief Administrative Officers) possessing deep domain competencies.

Footprint

Milton Industries comprises two manufacturing locations pan-India: Unit -1 Mehsana(Gujarat) and Unit-2 Near Prantij Sabarkantha (Gujarat).

Quality

Milton Industries is respected for its enduring and consistent quality. This highstandard has been derived from its global certifications for process consistency. TheMilton Industries Limited Is an Approved ‘'Export House''. The Company is also ISO9001-certified Company validating its environment friendly practices.

People

The Company's highly motivated team comprises more than 250 employees across India. TheCompany's people resources are respected for their innovation drive customer insightsand rich sectoral experience.

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.

BONUS:

The Company declares Bonus Shares in the ratio of 10:1 in last AGM held on 30thSeptember 2019 & the record date for the same is 16th October 2019 andthe same is disbursed to Share holder as per SEBI (issue of capital & disclosurerequirements) regulations 2018.

RESERVES:

The company did not transfer any amount to General Reserves for Bonus and Dividenddistribution in the F.Y 2019-20.

PERFORMANCE:

Your Directors inform you that during the year under review the Company has GrossSales of Rs. 7972.45 Lacs as against Rs. 6222.03 Lacs in the previousyear. During the year under review the Company has earned net profit after taxamounting to Rs. 348.05 Lacs as against the net profit after tax of Rs. 196.46 Lacs in theprevious year. Barring unforeseen circumstance your Directors are hopeful to achievebetter financial performance 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.

REDUCTION IN STATUTORY DUES:

Central Excise Department Dues

In 33rd Annual Report there was disputed Liabilities of Rs.76.69 Lakhs YourDirectors is happy to inform the same has been decided in favor of Company under thescheme SBLDRS. So there is no dues pending towards the Company in respect of ExciseDepartment.

Eligibility Certificate for Vat Concession

Your Director inform that Milton Industries Limited (Unit-II) has applied for VATConcession under Gujarat Textile Policy-2012 and able to get eligibility certificateamounting Rs.338.86 Lakhs which Company can claim up to 01st September 2023.

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 aspermitted in terms of Section 136 of the Act this Annual Report is being sent to all themembers and others entitled thereto excluding the said annexure. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid annexure is also available for inspectionby members at the Registered Office of the Company 21 days before the 34thAnnual General Meeting and up to the date of Annual General Meeting during business hourson working days.

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 theyear no reportable material weakness in the design or operation were observed.

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 2020) 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 Loans and Advances with a view to increase cash flow of company to fulfillfuture orders and 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 has Three (3) committees i.e. Audit Committee Nomination andRemuneration Committees Stakeholders Relationship Committee constitution of which aregiven 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. Vaibhav Jain Member Non-Executive-Independent Director

C. Stakeholders Relationship Committee:

Name of the Director Status in Committee Nature of Directorship
Mr. Vaibhav Jain 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 year2019-20 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 2020 is attachedas "Annexure-C" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with Section 152(6) of the Companies Act 2013 read with the Articles ofAssociation of the Company Mr. Vikas Jain (DIN: 00301277) Mr. Ajay Jain (DIN: 01287154)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 31st2020 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 31st2020.

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 Reportas ‘Annexure- E'. There is Disclaimer annexed in the Auditor report in PointNo. 4 sub (e) and (f) which are self- explanatory and therefore do not require any furtherexplanations.

AUDITORS REPORT:

M/s. Sapan Vasa & Co Chartered Accountants (Firm Reg. No. 120693W) appointedas the statutory auditors of your Company hold office until the conclusion of theupcoming Annual General Meeting to be held in the year 2020. A certificate from M/s.Sapan Vasa & Co Chartered Accountant has been received to the effect that theirappointment if made would be within the prescribed limits under Section 139 of theCompanies Act 2013. The Report of the Auditors read with the notes to accounts as annexedare self-explanatory and therefore do not 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 GovernmentAuthorities suppliers Bankers customers Shareholders and Employees of the Company atall levels and looks forward for their continued support.

Date: 30.07.2020. For and on behalf of the Board of Directors
Place: Ahmedabad. M/S. MILTON INDUSTRIES LIMITED.
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