| Dear Members,
We are delighted to present the 24th annual report on our business and
operations for the year ended March 31, 2014.
1. Results of operations
(Rs. In Lakhs)
2013-14 2012-13
Net Sales /Income from Operations 714.11 471.62
Other Income 2.04 0.75
Total Income 716.15 472.37
Expenditure
(Increase)/Decrease in stock in trade 14.62 06.18
Material Consumption 394.08 251.61
Staff Cost 60.83 72.13
Power and Fuel 24.78 23.01
Selling and Distribution Exp 25.72 17.95
Financial Cost 25.12 26.36
Depreciation 44.86 48.33
Other Expenditure 110.65 75.20
Total Expenditure 700.66 520.77
Net Profit (Loss) before
exceptional item and tax 15.49 (48.40)
Profit (Loss) on Sale of Investment 00.00 00.00
Net Profit (Loss) for the year 15.49 (48.40)
Net Tax Expenses 1.26 5.95
Profit (Loss) after tax 14.23 (42.45)
Brought forward Profit (loss) 264.46 306.91
Balance Carried to Balance Sheet 278.70 264.46
Basic and diluted EPS (Rs.) 0.28 (1.08)
2. The state of Company's affairs
During the year under review, your company has earned its major market
share and made profit. Despite of all odds, through out- sourcing of
product processing the Company could record a turnover of Rs.714.11
Lakhs as against previous year turnover 471.37 Lakhs, and the net
Profit before tax of Rs.15.49 lakhs as against the previous year net
loss of Rs 48.41 lakhs. Further your board has applied adequate measure
to bring down the overheads and expenses and increase its market share.
Out sourcing of production activity
As informed in our earlier report, due to piling up of orders from the
clients and to honour the same, the company continues to out-source the
processing activity to out-side agency on the principal to principal
basis from July 2012 onwards. However, the Company continues to operate
in procurement of raw material, marketing & sales.
3. Dividend
Due to foreseen of development of business in forthcoming financial
year, your directors are decided not to declare any dividend. No fund
was transferred to reserves.
4. Fixed Deposits
The Company has not accepted any fixed deposits during the year under
review and, as much, no amount of principal or interest outstanding on
the date of the Balance Sheet.
5. Directors and Key Managerial Personnel's
Mr. Naveen Chawla and Mr. Mayank Bughani, the Directors, are liable to
retire by rotation at ensuing Annual General Meeting.
Your Company has received notices from members under Section 160 of the
Companies Act, 2013 read with rules made thereunder along with deposit
of Rs. 1,00,000/- each proposing candidature of Mr. Naveen Chawla, Mr.
Mayank Bughani and Mr. Rajeev Kapoor, the Directors as Independent
Directors of the Company as per the provisions of Companies Act, 2013
read with Listing Agreement for a period of five years. Hence, proposed
resolutions seeking their appointments as Independent Directors of the
Company have been included in the Notice of the ensuing Annual General
Meeting together with their brief profiles for members' approval.
Your Company has also received a notice from a member under Section 160
of the Companies Act, 2013 read with rules made thereunder along with
deposit of Rs. 1,00,000/- proposing candidature of Ms. Sneha for the
office of Director. Necessary resolution seeking member's approval
towards this has been included in the notice of the Annual General
Meeting.
The Board of Directors of your Company at its meeting held on August
12, 2014 has appointed following persons to hold offices as set
opposite their names. These officers have been appointed as per the
applicable provisions of the Companies Act, 2013 and rules made
thereunder.
Sl. Name of Officer Effective Date of Office held
No. appointment
1. Mrs. Alka Agarwal September 1, 2014 Chief Executive Officer
2. Mrs. Renu Sharma September 1, 2014 Chief Financial Officer
3. Mrs. Smita Tirpathi September 1, 2014 Company Secretary
6. Subsidiary Companies
As a proven strategy the company continued to direct market its
products for risk mitigation and shareholders wealth maximization. As
on March 31, 2014 your company has total 3 (three) Subsidiaries as
follows:
Milestone Global (UK) Limited, United Kingdom Milestone Global (NZ)
Limited, New Zealand Milestone Global (US) Inc, United States of
America During the year under review, the overall performance of
subsidiaries at US, UK, New Zealand was satisfactory.
7. Consolidated Financial Statements
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company. The Consolidated Financial Statements presented
by the Company include the financial results of its subsidiary
companies. The holding company further undertakes to furnish a hard
copy of details of accounts of subsidiaries to any shareholder on
demand.
8. Corporate Governance
For financial year 2013-14, the compliance report is provided in the
Corporate Governance section of the Annual Report. The auditors'
certificate on compliance with the mandatory recommendations of the
committee is provided in the Annexure to the directors' report section.
We have documented our internal policies on corporate governance. Your
Company has been practicing the principles of good Corporate Governance
over the years and it is a continuous and ongoing process. In line with
the committee's recommendations, the Management's discussion and
analysis of the financial position of the Company is provided in this
Annual Report
9. Auditor and Auditor's Report
The auditors, M/s P L Tandon & Co, Chartered Accountants, Kanpur (FRN:
000186C) retire at the ensuing Annual General Meeting and have
confirmed their eligibility and willingness to accept office, if
re-appointed.
The Company has received letters from them to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 139(2) of the Companies Act, 2013 and that they are not
disqualified for reappointment within the said Act.
The Notes to Accounts forming part of the financial statements are
self-explanatory and need no further elaboration. The qualifications
and observations reported in the auditors' report, if any, are
adequately addressed at appropriate place at notes of accounts.
10. Conservation of Energy, Research and Development, Technology
Absorption, Foreign Exchange Earnings and Outgo
The particulars as prescribed under Sub-section (1)(e) of Section 217
of the Companies Act, 1956, read with the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 1988, are
provided in the Annexure to the directors' report section.
The Notes to Accounts form part of the financial statements, the
details of foreign exchange earnings and outgo are provided at notes to
accounts at appropriate place.
11. Particulars of Employees
In accordance of provisions of Section 217(2A) read with the Companies
(Particulars of Employees) Rules, 1975 as amended from time to time,
there were no employees, throughout the financial year, who were in
receipt of remuneration, which in the aggregate was not less than Rs
60,00,000/-or employed for a part of the financial year, was in receipt
of remuneration at a rate, which was not less than Rs.5,00,000/-per
month.
12. Directors Responsibility Statement as required under Section 217
(2AA) of the Companies Act, 1956
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended March
31, 2014, the applicable accounting standards read with requirements
set out under Revised Schedule VI to the Companies Act, 1956,/2013 have
been followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2014 and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a going concern basis.
13. Employees Relations
Save as situation explained at Para 2 above, the overall relation with
employees has cordial. The management has been striving to maintain the
harmonious relations.
14. Listing of shares
The Equity Shares of the Company are listed in Bombay Stock Exchange.
Listing fees for the year 2014-2015 have been paid to Bombay Stock
Exchange Limited.
No share is in the Unclaimed Suspense Account till date of this report.
15. Managements Discussion and Analysis Report
Management's Discussion and Analysis report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
16. Acknowledgements
We thank our customers, vendors, investors and bankers for their
continued support during the year. We place on record our appreciation
of the contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity, cooperation
and support.
We thank the governments of various countries where we have operations.
We also thank the Government of India, particularly the Customs and
Excise Departments, the Income Tax Department, the Reserve Bank of
India, the state governments, other government agencies for their
support, and look forward to their continued support in the future
For and on Behalf of the Board
Place: Hoskote Alok Krishna Agarwal
Date: August 12, 2014 Chairman |