DIRECTOR'S REPORT The Members, MILGREY FINANCE AND INVESTMENTS LTD 1.Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Brief description of the Company's working during the year under review During the year, your company had carried the business of acquisition and sale of equity shares of the companies listed on stock exchanges. 3. Change in the nature of business, if any During the year, your company had not changed its nature of business i.e. acquisition and sale of equity shares of the companies listed on stock exchanges. 4. Dividend Due to non-availability of surplus profit, your company had not declared any dividend during the year under review. 5. Reserves & Surplus Your company had transferred the losses amounting to Rs. 1,20,348/- to reserves and surplus during the year under review. 6. Change of Name Your company had not changed its name during the year under review. 7. Share Capital Your company had neither increased its authorised capital nor made any allotment during the year under review. i. Buy back of securities The Company has not bought back any of its securities during the year under review. ii. Sweat Equity Shares The company has not issued any Sweat Equity shares during the year under review. iii. Bonus Shares The company has not issued any Bonus shares during the year under review. iv. Employee Stock Option Scheme The company has not provided any stock option scheme to its employees during the year under' review. Directors and Key Managerial Personnel Mr. Girdharilal Seskaria and Mr. Basudeo Seskaria, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. During the year, Mrs. Manju B. joshi have been appointed as an Additional Director of the company. 9. Committees of the Board (a) Audit Committee The Audit Committee continued working under Chairmanship of Shri Shyamsunder Harlalka with Shri Bhagvatiprasad S. joshi and Shri Narendra Sevantilal Sandesara as co-members. During the year, the sub-committee met on five occasions with full attendance of all the members. The composition of the Audit Committee as at March 31, 2015 and details of the Members participation at the Meetings of the Committee are as under: The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are: Financial Reporting and Related Processes • Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public. • Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard. • Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP]. • Review the investments made by the Company. All the Members on the Audit Committee have the requisite qualification for appointment on the Commit tee and possess sound knowledge of finance, accounting practices and internal controls. During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors to get their inputs on significant matters relating to their areas of audit. (h) Remuneration Committee In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing "Compensation Committee" as the "Nomination and Remuneration Committee". The terms of reference of the Committee inter alia, include the following: • 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 Personnel and to other Senior Management positions; • Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration; • Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. (c) 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 risks as 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 and SEBI guidelines; • Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle; • Defining framework for identification, assessment, monitoring, mitigation and reporting of risks. (d) Stakeholders' Relationship Committee In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing "Shareholders'/Investors' Grievance Committee" as the "Stakeholders' Relationship Committee". The terms of reference of the Committee are: • transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time; • issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure; • issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities; • issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required; • to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised; • to issue and allot debentures, bonds and other securities, subject to such approvals 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 the Share Department to attend to matters relating to non-receipt of annual reports, notices, non receipt: of declared dividend / interest, change of address for correspondence etc. and to monitor action taken; • monitoring expeditious redressal of investors / stakeholders grievances; • all other matters incidental or related to shares, debenture During the year, no complaints were received from shareholders. The Company had no share transfers pending as on March 31, 2015. 10. Particulars of Employees The provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is not applicable to your company during the year under review. 11. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 8 Board Meetings i.e. on 30.04.2014, 23.05.2014, 25.06.14, 31.07.14, 31.10.14, 10.01.15, 26.03.15 and 31.03.15 and 5 Audit Committee Meetings i.e. on 30.04.14, 23.05.14, 31.07.14, 31.10.14, and 10.01.15 were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 12.Board Evaluation Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. 1 Declaration by an Independent Directors and their meeting A declaration by Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is taken by the company. Independent Directors' Meeting During the year under review, the Independent Directors met on 10/01/2015, inter alia, to discuss: • Evaluation of the performance of Non-independent Directors and the Board of Directors as a • Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors. • Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. • All the Independent Directors were present at the Meeting. 14.Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy and details of ratio of remuneration etc is enclosed as Annexure "F" 15. Details of Subsidiary/Joint^ Ventures/Associate Companies Your company neither have subsidiary and/or associate companies nor has your company entered into any joint: venture during the year under review. 16. Auditors: The Auditors, M/s R. S. Shah & Co, Chartered Accountants (FRN No.l09762W], retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for the financial year 2015-2016. whole. 17. Auditors' Report The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 18.Disclosure about Cost Audit As per the Cost Audit Orders in pursuance to section 148 and all other applicable provisions of the Companies Act, 2013, Cost Audit is not applicable to the Company during the year under review. 10. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, Mr. Satish Kumar Jain, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company for the year 2014-201S. The report of the Secretarial Auditors is enclosed as Annexure "C" to this report. The Auditor has made qualifications and marked adversely in his report in the para 1 (vi) first and second part, 2 (c), (g), (i) and (v), 3 (first para), (fifth para) and (last para). The Directors comment on qualifications and remarks in respect of para 1 (vi), the management earning on die business of acquisition and sale of shares to meet day-to-day expenses of the company and submits regularly the balance sheet to RBI. The Directors comment on qualifications and remarks in respect of para 2 (c), (g), (i) and (v), due to continuing losses in the company, the company is not in a position to meet the compliances on day-today basis. However the management is in formulation of various business avenues for the benefit of the company for making huge profits and to meet all the pending compliances. The Directors comment on qualifications and remarks in respect of para 3 (first Para), due to continuing losses and non-availability of proper officers in the company, except the Whole-time Director, the management was unable to take approval of shareholders. However, the approval of shareholders in respect of this will be taken as earliest. The Directors comment on qualifications and remarks in respect of para 3 (fifth Para), the management is continuously coordinating with exchanges for revocation from suspension and the management assures that the company will be revoked after settling with the Exchange at the earliest. The Directors comment on qualifications and remarks in respect of para 3 (last Para), due to continuing losses in the company, the management were unable to meet the expenses of stimulating the systems, however the management assures that the adequate systems and controls will be in place at the earliest. 20.Internal Audit & Controls Due to in-operative business and continuous losses in the company, the management was unable to appoint internal auditors during the year. However the management assures that the internal auditors will be appointed at the earliest. 21. Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy is enclosed herewith as Annexure "D" and will be uploaded on the website of the Company at the earliest. 22. Risk management policy A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company has been established. The Risk Management Policy is enclosed herewith as Annexure "E" and will be uploaded on the website of the Company at the earliest. 23. Extract of Annual Return As required pursuant to section 92(3] of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE "A". 24.Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No such changes occurred subsequent to the close of the financial year of the Company to which the balance sheet: relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. 25. Conservation of energy, technology absorption and foreign exchange earnings and outgo. The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: Particulars in respect of conservation of energy are NIL. (B) Technology absorption: Particulars in respect of conservation of energy are NIL. (C) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows were NIL during the year and the Foreign Exchange outgo were NIL during the year in terms of actual outflows. 26.Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future No such orders were passed against the company by any regulators, courts and/or tribunals impacting the going concern status and company's operations in future during the year under review. 27. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. Due to continuous losses in the company, internal financial controls were not operated efficiently, however the management is planning to set-up internal financial control in place at the earliest. 28. Deposits Your company had not accepted any deposits during the year under review. 30. Particulars of contracts or arrangements with related parties: The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section [1] of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC-2. As Annexure "13". 31. Human Resources Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 32. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause [c] of sub-section (3] of Section 134 of the Companies Act, 2013, state that— (a] in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b] the directors had 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 at the end of the financial year and of the profit and loss of the company for that period; (c] the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and [e] the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are not adequate and were not operating effectively due to continuing losses in the company. (f) the directors had not devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were not adequate and not operating effectively due to continuing losses in the company. 33. Transfer of Amounts to Investor Education and Protection Fund Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF}. 34. Listing with Stock Exchanges: Your Company is listed with Bombay Stock Exchange, however the company was suspended, however the management is in process of revocation from suspension and the company will be revoked at the earliest. 3 5. Acknowledgements An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results. For and on behalf of the Board of Directors Girdharilal Seksaria Director Basudeo Seksaria Director Place: Mumbai Date: 30th May 2015 |