Mar 31, 2014
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
Mar 31, 2013
To the Members, Milestone Global Limited
The are delighted to present the 23rd annual report on our business and
operations for the year ended March 31, 2013.
1. Results of operations
(Rs. In Lakhs)
2012-13 2011-12
Net Sales/Income from Operations 471.37 833.86
Other Income 0.99 0.96
Total Income 472.37 834.82
Expenditure
(Increase)/Decrease in stock in trade 06.18 (15.07)
Material Consumption 251.60 449.69
Staff Cost 72.13 134.36
Power and Fuel 23.01 31.21
Selling and Distribution Exp 17.95 58.19
Financial Cost 26.35 39.15
Depreciation 48.33 51.99
Other Expenditure 75.23 83.96
Total Expenditure 520.78 833.48
Net Profit (Loss) before exceptional
item and tax
Profit (Loss) on Sell of Investment 1.34 1.34
Closure Compensation 0.00 (40.00)
Net Profit (Loss) for the year 0.00 (10.62)
(48.41) (49.28)
Net Tax Expenses 5.96 17.49
Profit (Loss) after tax (42.45) (31.79)
Brought forward Profit (loss) 142.63 174.42
Balance Carried to Balance Sheet 100.18 142.63
Basic and diluted EPS (Rs.) (0.85) (0.63)
2. The state of Company''s affairs
During the year under review, due to the labour unrest, layoff and
factory closure, your company lost its major market share and sustained
loss. Despite of all odds, through out- sourcing of product processing
the Company could record a turnover of Rs. 471.37 Lakhs as against
previous year turnover Rs.833.86 Lakhs, and arrest the net loss before
tax of Rs. 48.41 lakhs as against the previous year net loss of Rs
49.28 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 loss incurred during the financial year by the Company your
directors are unable to declare any dividend. No fund was transferred
to reserves.
4. Fixed Deposits
Lhe 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
The following directors are liable to retire by rotation at ensuing
annual general meeting. Both of them being eligible seek for
re-appointment. You may consider them for reappointment.
Mr. Alok Krishna Agarwal Mr. Rajeev Kapoor
With great sorrow and grief, the Board informs you about sad and sudden
demise of Sri Sunil Kumar Agarwal, Managing Director in the early hours
of Thursday, 14th February 2013, due to illness.
The Managing Director was associated with Milestone Global Limited
since its inception as founder of the Company. He was a true leader, a
fountain head of knowledge and always a source of inspiration. His
untimely and unfortunate demise has created a big void in our hearts.
The Board placed on records the contribution of late Sri Sunil Kumar
Agarwal for the bringing the company from scratch to present status,
like foraying successfully into international monument and head stone
markets, listing the shares of the company at various stock exchanges
like Bombay Stock Exchange, Bangalore Stock Exchange, Madras Stock
Exchange, Kolkata stock exchange and adopting direct marketing strategy
by opening of various subsidiaries in USA, UK, New Zealand and
Australia to cater the needs of West and East markets.
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, 2013 your company has total 3 (three) Subsidiaries as
follows:
Milestone Global (UK) Limited, United Kingdom Milestone Global (NZ)
Limited, New Zealand Milestone Global (US) LLC, 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 2012-13, 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 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of 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 (l)(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
None of the employees throughout the financial year was 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 in the was not less than Rs.5,00,000/-per
month. Hence, the particulars u/s 217(2A) of the Companies Act, 1956
are not furnished.
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, 2013, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, 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, 2013 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
The Equity Shares of the Company are listed in Bombay Stock Exchange.
Listing fees for the year 2013-2014 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
Sd/-
Place: Hoskote Alok Krishna Agarwal
Date: August 14, 2013 Chairman
Mar 31, 2010
We are delighted to present the 20th annual report on our business and
operations for the year ended March 31, 2010.
1. Results of operations (Rs. In Lakhs)
200910 200809
Net Sales/Income from Operations 1163.72 1101.51
Other Income 1.40 2.08
Total Income 1165.12 1103.59
Expenditure
(Increase)/Decrease in stock in trade 108.29 30.78
Material Consumption 500.22 528.48
Staff Cost 195.54 190.64
Power and Fuel 44.63 43.46
Selling and Distribution Exp 118.36 111.11
Financial Cost 45.65 45.71
Depreciation 65.01 72.72
Other Expenditure 95.05 72.73
Total Expenditure 1172.75 1110.52
Net Profit (Loss) for the year (7.63) (6.93)
Tax Expenses 3.06 (1.27)
Profit (Loss) after tax (4.57) (8.20)
Basic and diluted EPS (Rs.) (0.09) (0.16)
2. Business
During the year under review the global economy showed marginal
recovery and your Company also recorded a marginal increase in the
turnover of Rs. 1163.72 Lakhs as against Rs. 1101.51 Lakhs previous
year. However the Company suffered Rs.7.63 lakhs as against net loss of
Rs.6.93 Lakhs in the previous year.
As a counter mechanism to reduce risk the Company continued in
implementing suitable measures such as FOB billing and extending direct
marketing strategy even in the United States of America by opening
wholly own subsidiary at Delaware.
As sign of recovery of global economy seen during the current financial
year, your directors are confident in expecting considerable growth in
the performance of the company in the coming years.
3. Dividend
Due to loss incurred during the financial year by the Company your
directors are unable 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
From last annual general meeting following changes were taken place in
the composition of Board. Mr. Mayank Bughani was appointed as
additional director on 27th October 2009 by the Board of Directors and
the term of his office expires on date of the forthcoming Annual
General Meeting of the Company. The Company has received notice from a
member proposing his candidature for the appointment as Director liable
to retire by rotation.
Mr. Rajeev Kapoor and Mr. Naveen Chawla, Independent Directors retire
by rotation at ensuing annual general meeting. Both of them being
eligible seek reappointment. You may consider them for reappointment.
6. Subsidiary Companies
As a proven strategy the company adopted the direct marketing for risk
mitigation and shareholders wealth maximization. During the year under
review your company has successfully incorporated another wholly own
subsidiary known as M/s Milestone Global (US) Inc., at Delaware, USA
for the direct marketing at USA.
As on March 31, 2010 your company has total 4(Four) Subsidiaries as
follows:
Milestone Global (UK) Limited, United Kingdom
Milestone Global (NZ) Limited, New Zealand
ANA Hospitality Private Limited, India
Milestone Global (US) Inc., United States of America
During the year under review, the overall performance of subsidiaries
at US, UK, New Zealand and India is satisfactory. The Indian subsidiary
which is into hospitality industry commenced its commercial operations
during the year under review. The performance of this subsidiary is at
expected level. The management is of the view that these subsidiaries
are likely to contribute highly for the growth of the company in the
coming years. Detailed financial results including consolidated
financial statements are presented elsewhere in this
Annual Report.
7. Consolidated Financial Statements
As per section 212 of the Companies Act, 1956, the company is required
to attach the Director Report, Balance Sheet and Profit and Loss
account of its subsidiary Companies to its Annual Report. The same is
published in this annual report elsewhere.
As required by Accounting Standard21 and Listing Agreement entered
with Stock Exchange, the audited consolidated financial statements of
the Company and its subsidiaries are attached elsewhere in this annual
report.
8. Corporate Governance
For financial year 20092010, 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 committees recommendations, the Managements discussion and
analysis of the financial position of the Company is provided in this
Annual Report
9. Auditor and Auditors Report
The auditors, M/s P L Tandon &Co, Chartered Accountants, Kanpur
(Registration N0.OOOI86C.) retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re appointed.
The Notes to Accounts forming part of the financial statements are
selfexplanatory and need no further elaboration. The qualifications
and observations reported in the auditors report were 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 Subsection (l)(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
None of the employees throughout the financial year was in receipt of
remuneration, which in the aggregate was not less than Rs 24,00,000 or
employed for a part of the financial year was in receipt of
remuneration at a rate, which in the was not less than Rs 2,00,000 per
month. Hence, the particulars u/s 217(2A) of the Companies Act, 1956
are not furnished.
12. Directors Responsibility Statement as required under Section 217
(2AA) of the Companies Act, 1956
The financial statements are prepared in accordance with the accounting
standards issued by the Institute of Chartered Accountants of India and
the requirements of the Companies Act, 1956, to the extent applicable
to us; and guidelines issued by SEBI on the historical cost convention;
as a going concern and on the accrual basis. There are no material
departures from prescribed accounting standards in the adoption of the
accounting standards.
The Board of Directors accepts responsibility for the integrity and
objectivity of these financial statements. The accounting policies
used in the preparation of the financial statements have been
consistently applied except as otherwise stated in the notes
accompanying the respective tables. The estimates and judgments related
to the financial statements have been made on a prudent and reasonable
basis, in order that the financial statements reflect in a true and
fair manner the form and substance of transactions, and reasonably
present our state of affairs and loss for the year.
We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities.
13. Employees Relations
The year under review had cordial and constructive employee relations
and there were commendable co operations between management and the
employees.
14. Listing
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited. Listing fees for the year 20102011 have already been paid to
Bombay Stock Exchange Limited.
15. 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
Sd/-
Place: Hoskote Alok Krishna Agarwal
Date: 10062010 Chairman
Mar 31, 2009
The Directors are pleased to present their 19th Annual Report together
with audited accounts bf your company for the year ended 31st March,
2009
1. FINANCIAL RESULTS
The Companys financial results for the year ended 31st March 2009
vis-a-vis the previous year ending 31st March 2008 are as follows:
(Rs. In Lakhs)
2008-09 2007-08
Sales Turnover 1101.51 1009.72
Other Income 2.08 7.51
Total Income 1103.59 1017.23
Operating Expenditure 992.09 889.35
Operating Profit 111.50 127.88
Financial Cost 45.70 49.81
Depreciation 72.72 77.03
Net Profit (Loss) for the year (6.92) 1.04
Prior Period Tax Adjustment (0.38) 5.42
Provision for Taxation
a) Current Tax (3.15) (5.75)
b) Deferred Tax 4.76 8.39
c) Fringe Benefit Tax (2.50) (3.00)
Profit (Loss) after tax (8.19) 6.10
Basic and diluted EPS Rs. (0.16) 0.12
2. REVIEW OF PERFORMANCE
Despite of recession in the global economy, during the year under a
review, your Company has recorded a marginal increase in the turnover
of Rs.1101.51 Lakhs as against Rs.1009.72 Lakhs previous year. However
during year after charging depreciation the company has suffered a book
loss of Rs.6.92 lakhs as against net profit of Rs.1.04 Lakhs in the
previous year. Your Company was not able to record significant growth
in the year under review. Main Reason for marginal increase in sale
turnover could be attributed to the depreciation of value of US dollar
against the rupee and global recession. As a counter mechanism to
reduce risk the Company continued in implementing suitable measures
such as FOB billing and extending direct marketing strategy even in.
the Australian Continent by opening wholly own subsidiary at New
Zealand.
As the global recession continued to exist, it is expected during
the
3. DIVIDEND
Due to loss incurred during the financial year by the Company your
directors are unable 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
From last annual general meeting following changes were taken place in
the composition of Board.
Mr. Shashank Kumar resigned from the Board on 19th February 2009. The
Board are pleased to place on record its appreciation for the valuable
services rendered by him during his tenure.
Mrs. Vinita Sahay was appointed as additional director on 1st April
2009 by the Board of Directors and the term of her office expires on
date of the forthcoming Annual General Meeting of the Company. The
Company has received notice from a member proposing her candidature for
the appointment as Director liable to retire by rotation.
During the year Mr. Alok Krishna Agarwal director retires by rotation
being eligible offer himself for re-appointment.
The Board recommends his appointment for your approval.
6. SUBSIDIARY COMPANIES
As a strategy part of direct marketing, risk minimization and
shareholders wealth maximization, your company carries portion of its
business through wholly own subsidiaries which are formed either
directly or in certain cases by acquisition of entire stake -n existing
enterprises as subsidiaries.
As on March 31, 2009 your company has total 3 Subsidiaries as follows:
Milestone Global (UK) Limited, United Kingdom
Milestone Global (NZ) Limited, New Zealand
ANA Hospitalities Private Limited, India
During the year under review, the overall performance of subsidiaries
at UK and New Zealand is satisfactory. In order to reduce the risk
associated with the International Market, your directors thought of
diversification of business of the company into hospitality industry
and acquired an existing company in India during the year under review.
The Indian subsidiary is expected to commence its commercial operations
during the current year. The management is of the view that these
subsidiaries are likely to contribute highly for the growth of the
company in the coming years. Detailed financial results including
consolidated financial statements are presented elsewhere in this
Annual Report.
7. CONSOLIDATED FINANCIAL STATEMENTS
As per section 212 of the Companies Act, 1956, the company is required
to attach the Director Report, Balance Sheet and Profit and Loss
account of its subsidiary Companies to its Annual Report. The same is
published in this annual report elsewhere.
As required by Accounting Standard-21 and Listing Agreement entered
with Stock Exchange, the audited consolidated financial statements of
the Company and its subsidiaries are attached elsewhere in this annual
report.
8. CORPORATE GOVERNANCE,
Your Company has been practicing the principles of good Corporate
Governance over the years and it is a continuous and ongoing process. A
detailed report on corporate governance practices followed by your
Company, in terms of Clause 49(VI) of the Listing Agreement entered
with Stock Exchange is provided separately in this annual report, which
forms part of this Board report. "
9. AUDITOR AND AUDITORS REPORT
M/s P L Tandon &Co, Chartered Accountants, statutory auditors of the
Company who retire at this conclusion of ensuing Annual General Meeting
being eligible for re-appointment have expressed their willingness for
the appointment as Statutory auditor and confirmed that their
appointment, if made will be within the prescribed limits under Section
224(1B) of the Companies Act, 1956. Your directors propose the re-
appointment of M/s PL Tandon and Co, for the year 2009-10 in the best
interest of the Company.
The Notes to Account forming part of the financial statements are
self-explanatory and need no further explanation.
The qualifications and observations reported in the auditors report
were self explanatory and require any further clarification or
explanation.
10. DISCLOSURES
As required under section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of particulars in the report of Board of
directors) Rules 1988, in the relevant information relating to
conservation of Energy, technology Absorption, Foreign Exchange
Earnings and Out Goes are furnished in Annexure to this Report.
11. PARTICULARS OF EMPLOYEES.
None of the employees throughout the financial year was in receipt,of
remuneration, which in the aggregate was not less than Rs 24,00,000 or
employed for a part of the financial year was in receipt of
remuneration at a rate, which was not less than Rs 2,00,000 per month.
Hence, the particulars u/s 217(2A) of the Companies Act, 1956 are not
furnished.
12. DIRECTORS RESPONBILITY STATEMENT.
Pursuant to the requirement under sub- section (2AA) of section 217 of
the Companies Act, 1956, with respect to Directors Responsibility
Statement, the Board of Directors of the Company hereby state and
confirm:
a) That in the preparation of Annual Accounts for the financial year
ended March 31, 2009 the applicable accounting standards have been
followed and proper explanations were provided for material departures,
if any.
b) That 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 the end of the financial year and of
profit and loss account for the year.
c) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d) That the directors have prepared the annual accounts for financial
year ended March 31, 2009, on going concern basis
13. EMPLOYEES RELATIONS
The year under review had cordial and constructive employee relations
and there were commendable co- operations between management and the
employees.
14. LISTING
The Equity Shares of the Company are listed in Bombay Stock Exchange
Limited. Listing fees for the year 2009-2010 have already been paid to
Bombay Stock Exchange Limited.
15. ACKNOWLEDGEMENTS
Your Directors express their sincere gratitude to the Central and State
Governments, Commercial Banks, Financial Institutions, stakeholders for
their continued support.
Sd/-
For and on Behalf of the Board
Place: Hoskote Alok Krishna Agarwal
Date: 26-08-2009 Chairman
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