DIRECTORS' REPORT To the Members, 1.Your Directors have pleasure in presenting their 25th Annual Report together with the audited statements of Accounts for the period ended 31st March 2015. 2. THE STATE OF THE COMPANY'S AFFAIRS: Financial Statement of the company has been prepared on standalone basis as prescribed in Rule 8(1) of the Companies Accounts Rules, 2014. During the fiscal 2014, the Total Revenue of your Company has increased by 4.12%, Total Expenditure has increased by 3% and the Profit after tax has decreased by 20% when compared to the previous year. During the year under review, your Company has also taken necessary steps to strengthen its competitive advantages, enhance its presence in profitable emerging markets and thus securing future growth momentum. 3. DIVIDEND AND TRANSFER TO RESERVES: Your Directors are not recommending any Dividend on Equity Share Capital of the Company for the Current Financial year ending 31st March 2015. Hence, the amount to be transferred to any Reserve Account does not arise. 4. 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 STATEMENT RELATE AND THE DATE OF THE REPORT: No Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relate and the date of the report. 5. THE CHANGE IN THE NATURE OF BUSINESS: There is no change in the nature of the Business during the financial year. 6. DIRECTORS OR KEY MANAGERIAL PERSONNEL: During the year under review Mr. Rajeev Kapoor, Mr. Naveen Chawla and Mr. Mayank Bughani were appointed as independent directors of the Company.. Ms. Sneha was appointed as director of the Company. Mrs. Smita Tripathi was appointed as a Company Secretary of the Company. Mr. Alok Krishna Agarwal, Director of the Company who retires by rotation being eligible offer himself for reappointment. 7. MEETINGS OF THE BOARD OF DIRECTORS: The Board has met 5 times during the financial year as on 29th May, 2014, 12th August, 2014 , 12th November, 2014, 14th January 2015 and 12th February, 2015. 8. SUBSIDIARIES, JOINT VENTURES: No Company have become or ceased to be its subsidiaries, joint ventures during the year. As on March 31,2015, your company has total 3 (three) Subsidiaries whose details are as follows: 1. Milestone Global (UK) Limited, United Kingdom 2. Milestone Global (NZ) Limited, New Zealand 3. 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. Performance and Financial Position of each of the subsidiary, Companies as prescribed under the Rule 8(1) of the Companies Accounts Rules, 2014 have been furnished in Notes 27 and 28 forming part of the Accounts. 9. DEPOSITS The Company has not accepted any deposits; hence, the provisions with respect to the deposits, covered under Chapter V of the Act are not applicable. 10. THE 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 orders has been passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future. 11. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FIANCIAL STATEMENTS: Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business.. Your Company has appointed Mr. Varun Bansal, Chartered Accountants, to conduct the internal audit, and the findings and recommendations of the Internal Auditors are placed before the Audit Committee of your Board regularly. 12. DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 134(5) OF THE COMPANIES ACT, 2013: As required U/s 134 (5) of the Companies Act, 2013, your Directors 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 31st March 2015 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 for the period ending 31st March 2015 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 adequate and were operating effectively. Not Applicable (fj the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS [section 134 (3) (p) and Rule 8(4) of the Companies (Accounts)Rules, 2014]: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, of individual Directors. 14. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149: The Board has received the declaration from all the Independent Directors as per the requirement of Section 149(7) and The Board is satisfied that all the Independent Directors meets the criterion of independence as mentioned in Section 149(6). 15. STATEMENT IS TO BE GIVEN ONLY IF THE COMPANY IS COVERED UNDER SECTION 177 & 178: 1. Listed Co., 2. Public Co. (Paid up Capital Rs.10 Cr/Turnover Rs.100 Cr/Borrowings Rs.50 Crs or more) a. Audit Committee Mr. Rajeev Kapoor Chairman Mr. Naveen Chawla Member Mr. Alok Krishna Agarwal Member b. Nomination and Remuneration Committee Mr. Naveen Chawla Chairman. Mr. Rajeev kapoor Member Mr. Mayank Bughani Member c. Stakeholders Relationship Committee Mr. Naveen Chawla Chairman Mr. Rajeev kapoor Member Mr. Mayank Bughani Member Every Co (Net worth Rs.500 Cr / Turnover Rs. 1000 Cr / Net Profit Rs.5 Cr or more) d. Corporate Social Responsibility Committee This is not applicable to the Company 16. AUDITORS: M/s P.L Tandon & Co. Chartered Accountants, of (Reg. No. 000186C) Kanpur, retiring auditors who holds office up-to the conclusion of ensuing 25th annual general meeting, being eligible offer themselves for reappointment from the conclusion of this Annual General Meeting till the conclusion of 26th AGM. 17. SECRETARIAL AUDIT REPORT: A copy of the Secretarial audit report as provided by M/s Saurabh Gupta & Associates , Practising Company Secretaries, as required under Section 204(1) of the Companies Act, 2013 is annexed to this Report as annexure. 18. EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS: a) Independent Auditors Report: The Notes to Accounts forming part of Annual accounts are Self-Explanatory and need no further explanation. There are no qualifications/remarks raised in Auditors Report requiring clarification, (b) Secretarial Audit Report: There are no qualifications/remarks raised in Secretarial Auditors Report requiring clarification and The Secretarial Audit Report annexured to this report. 19. A STATEMENT OF DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: Your Company has a well defined Risk Management System in place, as a part of its good Corporate Governance practices. 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: Particulars of loans, guarantees or investments under section 186,are given in the Notes forming part of Financial Statements for the year ended 31st March, 2015. 22. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188: There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large. 23. DISCLOSURES ABOUT CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY: This is not applicable to the Company. 24. THE EXTRACT OF THE ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92: The extract of the annual return as provided under sub-section (3) of section 92 in form MGT 9 is annexured to this report. 25. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES [section Section 67(3)]: Not Applicable to the Company. 26. THE DETAILED REASONS FOR REVISION OF SUCH FINANCIAL STATEMENT OR REPORT [Section 131(1)]: This is not applicable 27. RE APPOINTMENT OF INDEPENDENT DIRECTORS: To be recorded This is not applicable. 28. THE REASONS FOR THE BOARD HAD NOT ACCEPTED ANY RECOMMENDATION OF THE AUDIT COMMITTEE [Section 177 (8)]: There are no such recommendations. 29. THE VIGIL MECHANISM [Section 177 (10)]:The Management has sufficient vigil mechanism to handle the situation. 30. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION [Section 197 (12) - Listed Company]: Only one Director is getting remuneration, Whole time Director is getting remuneration therefore this clause is not applicable. 30. DETAILS OF DIRECTORS WHO IS IN RECEIPT OF ANY COMMISSION FROM THE COMPANY AND WHO IS A MANAGING OR WHOLE-TIME DIRECTOR OF THE COMPANY [Section 197(14)]: Not any Director is getting commission from the Company so this is not applicable to the Company. 31. UNDER THE HEADING "CORPORATE GOVERNANCE" [Schedule V Part II Section II point IV]: As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Report on corporate governance practices followed by the Company, together with certificate from the Company's Auditors confirming compliance is attached. 32. THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS WASCOMPLETED [Rule 4 of the Companies (Share Capital and Debentures) Rules, 2014]: The Company has not issued any Equity shares with Differential Rights during the year so this clause is not applicable. 33. THE VOTING RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES: This clause is not applicable to the Company. 34. DETAILS OF ISSUE OF SWEAT EQUITY SHARES [Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014]: The Company has not issued Sweat Equity shares during the year so this clause is not applicable. 35. DETAILS OF EMPLOYEES STOCK OPTION SCHEME [Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014]: The Company does not have Employees Stock Option Scheme so this clause is not applicable. 36. PARTICULARS OF EMPLOYEES: None of the employees of the Company was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956. Hence, particulars as required under the Companies (Particulars of Employees) Rules, 1975 are not given. For and on behalf of the Board of Directors Alok Krishna Agarwal Chairman Place: Hoskote Date: 11th August 2015 |