To,
The Members of Milestone Furniture Limited
(Earlier known as Milestone Furniture Private Limited)
Your Directors have the pleasure in presenting their 7th Annual Report
together with Audited Financial Statements of the Company for the year ended 31st
March 2021.
FINANCIAL HIGHLIGHTS
(RS.)
| Particulars |
Current year (2020-21) |
Previous Year (2019-20) |
| Income From Operations |
22,33,599 |
80,31,974 |
| Other Income |
- |
- |
| Total Income |
22,33,599 |
80,31,974 |
| Profit/Loss before Depreciation, Finance Cost and Tax Expense |
(93,09,268) |
23,60,592 |
| Less: |
|
|
| Depreciation |
(32,06,101) |
21,56,254 |
| Finance Cost |
(26,304) |
5,928 |
| Profit /Loss before Tax |
(1,25,41,673) |
1,98,410 |
| Current Tax |
- |
49,60 2 |
| Deferred Tax |
- |
17,514 |
| Prior period items |
- |
- |
| Profit /Loss for the year |
(1,25,41,673) |
1,31,294 |
| Earnings per share (Rs.) : Basic |
(1.35) |
0.01 |
| Diluted |
(1.35) |
0.01 |
STATE OF AFFAIRS OF THE COMPANY
During the year under review, the company recorded the total Income of amounting Rs.
22,33,599/- during the Financial Year 2020-21 as compared to Rs. 80,31,974 in the previous
financial year. The Net loss during the financial Year 2020-21 was Rs. 1,25,41,673 as
compared to net profit of Rs. 1,98,410 in previous financial year translating to Earning
Per Share at rs.(1.35). even in adverse situation, your directors have managed to work to
some extent and have earned income as mentioned above. Your directors are optimistic for
growth of company in near future.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The Board of directors has not proposed to transfer the net profit/loss amount to
reserves during the Financial Year 2020-21.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the financial
year.
CHANGE IN THE NAME OF THE COMPANY
During the period under review, there has been no change in the name of the Company.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes affecting the financial position of the company
subsequent to the close of the financial year 2020-21 till the date of report.
Apart from above, during the year, the Company has appointed M/s Skyline Financials
Services Private Limited as its Registrar and Share Transfer Agent (RTA) w.e.f. 12th
November, 2020.
During the Year under review, the address of registered office of the company was
shifted from from Gala No 03 Aslam Compound Chandivali, Sakinaka andheri E.Mumbai No
400072 to Survey no.147, House no.271/1, Vada Manor Road, Met Village, Opp HP Petrol Pump,
Tehsil - Vada, District - Palghar, Maharashtra- 421312 w.e.f. December 30, 2020 in
previous Annual General Meeting.
SHARE CAPITAL:
During the financial year 2020-21, there was no change in the Authorized, Issued,
Subscribed and Paid-up Share Capital of the Company. As on March 31, 2021, the Authorized
Share Capital of the Company was Rs. 10,00,00,000/- comprising of 1,00,00,000 equity
shares of Rs. 10/- each out of which Issued, Subscribed and Paid-up Share Capital was Rs.
9,29,70,000/- comprising of 92,97,000 equity shares of Rs. 10/- each.
DIVIDEND
Your Directors have not recommended any dividend on the equity shares for the financial
year ended March 31, 2021, due to accumulated Losses.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
In accordance with the provisions of Sections 186 of the Companies Act, 2013, complete
particulars of loans given, investments made, guarantees given and securities provided, if
any, have been disclosed in the financial statements.
DEPOSITS
Your Company has not invited any deposits from public/ shareholders in accordance with
Chapter V of the Companies Act, 2013.
ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed
herewith in prescribed Form MGT-9 as "Annexure-I".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year, Company has not entered into any transaction with related parties
pursuant to the provisions of section 188 of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 and which could be considered 'material' as per
Regulation 23 of the Securities Exchange Board of India (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
Hence, no particulars are being provided in FORM AOC-2, is annexed and forms
part of the report as per "Annexure- II"
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on 31st March 2021, the Company does not have any subsidiary/joint
venture/associate companies.
CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the Company does not fall under the criteria stated under section 135 of the Act,
the Company has not developed or implemented a policy for Corporate Social Responsibility.
In view of the same no CSR initiative was undertaken by the company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the regulators or Courts or Tribunal
which would impact the going concern status of the company and its future operation.
However, Members attention is drawn to the statement on Contingent Liabilities and
commitments in the notes forming part of the financial statement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried out by the Company, Rules
2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988, concerning conservation of energy and technology absorption respectively are
not applicable to the Company.
FOREIGN EXCHANGE EARNING AND OUTGO:
The foreign exchange earnings and outgo details are as below:
| Particulars |
2020-21(Rs.) |
2019-20 (Rs.) |
| Foreign exchange earned in terms of actual inflows |
Nil |
Nil |
| Foreign exchange outgo in terms of actual outflows |
Nil |
Nil |
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with amendments thereto;
forms part of Annual Report as Annexure- III.
DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under section 149(6) of the Companies Act, 2013.
BOARD EVALUATION:
The Board has carried out an annual evaluation of its own performance, as well as the
working of its Committees. The Board lay down the criteria for the performance evaluation.
The contribution and impact of individual Directors were reviewed through a peer
evaluation on parameters such as level of engagement and participation, flow of
information, independence of judgment, conflicts resolution and their contribution in
enhancing the Board's overall effectiveness. A feedback cum assessment of individual
directors, the board as a whole and its committees was conducted. The feedback obtained
from the interventions was discussed in detail and, where required, independent and
collective action points for improvement put in place.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes were there in the Board:
- Mr. Shivaji Laxman Dabhane (DIN: 07978002) resigned from Directorship as on 05th
December, 2020. Also, Arzoo (DIN:07022436) and Akash Vinayak Parte (DIN: 08721093) were
appointed as Additional Director in the Company w.e.f. 30th October, 2020.
- Ms. Kangan Dhamija, was appointed as Company Secretary cum Compliance Officer of the
Company w.e.f. 27th August, 2020
- Ms. Triveni Rajesh Jade was appointed as Chief Financial Officer (CFO) of the Company
w.e.f. 30th October, 2020.
After Close of Financial Year i.e. after 31st March 2021, following changes
took place in the Board:
- Ms. Kangan Dhamija resigned from the post of Company secretary cum compliance officer
of the company w.e.f. 21.05.2021 and Ms. Charu Aggarwal (M.No. 51227) was appointed as
Company secretary cum compliance officer of the company w.e.f. 19.07.2021
- Mr. Ganesh Kumar Sadanand Patlikadan (DIN 06809407) resigned from the Directorship of
the Company w.e.f. 01.07.2021 and Mr. Vivek Yogeshwar Sonar (DIN 07735643) was appointed
in his place w.e.f. 19.07.2021.
- Mr. Khushdeep Singh Mann (DIN 09192358) and Ms. Shareen Jacob (DIN 09190958) was
appointed on the Board As Independent Director and Independent Woman Director respectively
w.e.f. 19.07.2021.
Apart from above mentioned changes, no other change was made during the year.
In accordance with the provisions of the Companies Act, 2013, and the Articles of
Association of the Company, Mr. Digambar Sudam Songhare retires by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
MEETINGS OF THE BOARD OF DIRECTORS
During the year Eight Board Meetings were convened and held, the details of which are
given as under. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
The following Meetings of the Board of Directors were held during the Financial Year
2020-21:
| S. No. Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. 10.05.2020 |
3 |
3 |
| 2. 31.07.2020 |
3 |
3 |
| 3. 27.08.2020 |
3 |
3 |
| 4. 19.09.2020 |
3 |
3 |
| 5. 30.10.2020 |
3 |
3 |
| 6. 12.11.2020 |
3 |
3 |
| 7. 05.12.2020 |
4 |
4 |
| 8. 15.02.2021 |
4 |
4 |
MEETING OF INDEPENDENT DIRECTOR:
The Meeting of the Independent Directors was held on 31st July, 2020.
AUDIT COMMITTEE
The audit committee of the Company is constituted under the provisions of section 177
of the Companies Act, 2013.
Composition of the Committee:
1. Mr. Shivaji Laxman Dabhane, Non-Executive, Independent Director(Chairman);
2. Mr. Digambar SudamSonghare,Director(Member)
3. Mr. Amardeep Bhau Mahadik, Independent Director (Member).
4. Mr. Ganesh Kumar Sanand, Executive (Member)
During the year under review, the Company held 5 Audit Committee meeting on 10.05.2020,
31.07.2020, 30.10.2020, 12.11.2020, 05.12.2020
However, during the year, after the resignation of Mr. Shivaji Laxman Dabhane,
Non-Executive, Independent Director(Chairman) w.e.f. 05.12.2020 and Mr. Amardeep Bhau
Mahadik, Independent Director (Member) w.e.f. 23.09.2019; Mr. Akash Vinayak Parte was
appointed as Director of the Company as well as the Chairman of the above said Committee
as w.e.f. 05.12.2020 in place of Mr. Shivaji Laxman Dabhane and Ms. Aarzoo was appointed
as Independent Director of the Company as well as the Member of the above said Committee
w.e.f. 30.10.2020 in place of Mr. Amardeep Bhau Mahadik.
After closure of FY 2020-2021, Mr. Ganesh Kumar Sadanand resigned from the post of
Directorship w.e.f. 01.07.2021, so from the membership of the above mentioned Committee
and Mr. Vivek Yogeshwar Sonar was appointed in his place w.e.f. 19.07.2021 as the director
of the Company as well as the member of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013.
Composition of the Committee:
1. Mr. Shivaji Laxman Dabhane, Non-Executive, Independent Director (Chairman),'and
2. Mr. Amardeep Bhau Mahadik, Non-Executive, Independent Director(Member);
3. Mr. Digambar Sudam Songhare, Managing Director (Member);
During the year under review, the Company held 3 Nomination and Remuneration Committee
meeting on
27.08.2020, 30.10.2020 and 05.12.2020
However, during the year, after the resignation of Mr. Shivaji Laxman Dabhane,
Non-Executive, Independent Director(Chairman) w.e.f. 05.12.2020 and Mr. Amardeep Bhau
Mahadik, Independent Director (Member) w.e.f. 23.09.2019; Mr. Akash Vinayak Parte was
appointed as Independent Director of the Company as well as the Chairman of the above said
Committee w.e.f. 05.12.2020 in place of Mr. Shivaji Laxman Dabhane and Ms. Aarzoo was
appointed as Independent Director of the Company as well as the Member of the above said
Committee w.e.f. 30.10.2020 in place of Mr. Amardeep Bhau Mahadik.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013.
Composition of the Committee:
1. Mr. Shivaji Laxman Dabhane, Non-Executive, Independent Director (Chairman);
2. Mr. Digambar Sudam Songhare, Managing Director (Member);
3. Mr. Amardeep Bhau Mahadik, Non-Executive, Independent Director (Member).
During the year under review, the Company held 6 Stakeholders Relationship Committee
meeting on
20.08.2020, 26.08.2020, 13.10.2020, 30.10.2020, 05.12.2020 and 20.01.2021.
However, during the year, after the resignation of Mr. Shivaji Laxman Dabhane,
Non-Executive, Independent Director(Chairman) w.e.f. 05.12.2020 and Mr. Amardeep Bhau
Mahadik, Independent Director (Member) w.e.f. 23.09.2019; Mr. Akash Vinayak Parte was
appointed as Independent Director of the Company as well as the Chairman of the above said
Committee w.e.f. 05.12.2020 in place of Mr. Shivaji Laxman Dabhane and Ms. Aarzoo was
appointed as Independent Director of the Company as well as the Member of the above said
Committee w.e.f. 30.10.2020 in place of Mr. Amardeep Bhau Mahadik.
INTERNAL COMPLAINT COMMITTEE:
The Internal Complaint Committee of the Company is constituted pursuant to the
provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("Act")
Composition of the Committee:
| Name of Member |
Designation in the Committee |
| Mrs. Sushma S. Nevase |
Presiding Officer |
| Mr. Ganesh Kumar Patlikadan |
Presiding Officer |
| Mr. Amardeep Bhau Mahadik |
Member |
| Mr. Shivaji Laxman Dabahane |
Member |
During the year under review, the Company held 3 Internal Complaint Committee meeting
on 31.07.2020, 30.10.2020 and 05.12.2020
However, during the year, after the resignation of Mr. Shivaji Laxman Dabhane,
Non-Executive, Independent Director(Member) w.e.f. 05.12.2020 and Mr. Amardeep Bhau
Mahadik, Independent Director (Member) w.e.f. 23.09.2019; Mr. Akash Vinayak Parte was
appointed as Director of the Company as well as the Member of the above said Committee as
w.e.f. 05.12.2020 in place of Mr. Shivaji Laxman Dabhane and Ms. Aarzoo was appointed as
Director of the Company as well as the Member of the above said Committee w.e.f.
30.10.2020 in place of Mr. Amardeep Bhau Mahadik.
After closure of FY 2020-2021, Mr. Ganesh Kumar Sadanand resigned from the post of
Directorship w.e.f. 01.07.2021, so from the designation of Presiding officer of the above
mentioned Committee and Mr. Vivek Yogeshwar Sonar was appointed in his place w.e.f.
19.07.2021 as the director of the Company as well as the Presiding Officer of the
Committee.
AUDITORS AND THEIR REPORTS STATUTORY AUDITOR
M/s. NGST & Associates and Associates (FRN: 135159W), Chartered Accountants, who
are the statutory auditor of the Company, who holds office till the conclusion of the next
AGM and are eligible for reappointment. Pursuant to the provisions of section 139(1) of
the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s.
NGST and Associates (FRN: 135159W), Chartered Accountants as statutory auditor of the
Company from the conclusion of the forthcoming AGM till the conclusion of the 8th
Annual General Meeting to be held in year 2022. The Members are requested to consider
their re-appointment.
Pursuant to the notification dated May, 7, 2018 issued by Ministry of Corporate
Affairs, the requirement for ratification of appointment of Auditors by the shareholders
at every Annual General Meeting has been done away with. Further, the Auditors have
confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules
made there under.
The Auditors' Report read along with Notes to Accounts is self explanatory and
therefore, does not call for any further comments. The Auditors' Report does not contain
any qualification, reservation or adverse remarks. No fraud has been reported by the
Statutory Auditors under Section 143(12).
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. Sourabh Parnami & Associates, Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial year 2020-21 but due to
their unavailability the Company has appointed M/s Shivam Sharma & Associates, Company
Secretaries In Practice w.e.f. 04.08.2021. The Secretarial Audit Report is annexed
herewith as Annexure - IV.
No fraud has been reported by the Secretarial Auditors under Section 143 (12) of the
Companies Act, 2013 and the rules made thereunder. However, some qualifications/queries
have been reported in the Secretarial Audit Report which are as listed below alongwith
replies thereon:
| S. No. Qualifications/Queries |
Remarks |
| 1. The Company has not appointed internal auditor during the year |
The company is looking for a sincere candidate for the organization but due to COVID;
majority people are not available for auditing matters. However, after relaxation in
scenario, the company is ensuring that the same pending compliance will be done in time. |
| 2. The Company has not complied the provisions of the section 134 with respect to
signing of financial |
The issue occurred due to non availability of concerned persons. |
| 3. The Company is processing to disclose on its website the various required
details/information/records which are mandatory for a Listed Company to disclose on its
website |
The updation of website is under process and the company essures that the same will be
done before the date of AGM so that the mandatory compliances can be done. |
| 4. The Company has passed resolution in Board Meeting held on 5th December, 2020 to
shifted its registered office from its present location Gala No 03 Aslam Compound
Chandivali, Sakinaka andheri E. Mumbai No 400072 to Survey no.147, House no.271/1, Met
Village, Near H P Petrol Pump,Wada- Manor Road, Tal-Wada, District-Palghar- Maharashtra,
pursuant to approval of members in AGM. Thereafter, shareholder of the Company passed
special resolution to approve the shifting of registered office of the Company. However,
the Company has delayed in the filing form INC-22 due to technical error |
The matter has been resolved, Form INC-22 was pending due to some technical error.
However, Form INC 22 has been filed w.e.f. 13.08.2021 |
| 5. The Company has not complied the few provisions of Companies Act, 2013 |
Due to COVID, work from home was going on; due to which employees were unable to work
properly. However, now all the pending compliances are clearing day by day. |
The Board has re-appointed M/s Shivam Sharma & Associates, Company Secretaries in
Practice as Secretarial Auditor of the Company for the financial year 2021-22.
COST AUDITOR
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the Company is not required to appoint a cost
auditor to audit the cost records of the Company.
QUALIFICATION, RESERVATION OR ADVERSE REMARK IN THE AUDIT REPORTS
There is no qualification, reservation or adverse remark made by the Statutory Auditors
in their Audit Reports issued by them. However, the queries / qualifications marked by the
Secretarial Auditor have already been replied above.
INTERNAL FINANCIAL CONTROLS:
The Board has laid down standards, processes and procedures for implementing the
internal financial controls across the organization. After considering the framework of
existing internal financial controls and compliance systems; work performed by the
Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed by
the Management and relevant Board Committees including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls with reference to the
financial statements were adequate and effective during the financial year 2020-21.
INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company's
business and size and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
REMUNERATION POLICY
There has been no change in the policy since last financial year. We affirm that the
remuneration paid to the Directors is as per the terms laid out in the Nomination and
Remuneration Policy of the Company.
PARTICULARS OF EMPLOYEES
The provisions of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are not applicable as, none of the employee in the company during the year,
drawing remuneration more than the amount specified in terms of the Act.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms 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, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) 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.
POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 and pursuant to SEBI (LODR)
Regulations 2015, the Company has adopted various policies/code of conduct such as Vigil
Mechanism Policy, Nomination and Remuneration Policy, Risk Management Policy, policy for
prevention of Sexual Harassment of Women at workplace, Code for Independent Directors,
Policy on Related Party Transactions and Code of Conduct for prevention of Insider
Trading. The same are placed on the website of the company at www.milestonefurniture.in.
VIGIL MECHANISM POLICY
Pursuant to the provisions of Section 177(9) & 177(10) of the Companies Act 2013,
the Company has in place a well formulated Vigil Mechanism Policy to deal with instance of
fraud and mismanagement, if any. The Purpose of vigil mechanism is to provide for adequate
safeguards against victimization of persons who use such mechanism and allows direct
access to the Chairperson of the audit committee in exceptional cases. The policy enables
the employees, Directors and other stakeholders to raise their concern about unethical
behavior, actual or suspected fraud or violation of Code of Conduct and Ethics.
There was no incident when the access to the Audit Committee was denied to any
employees with respect to vigil mechanism.
RISK MANAGEMENT
The Board of Directors of the Company has in place a Risk Management which aims of
enhancing shareholders' value and providing on optimum risk-reward trade off. The risk
management approach is based on a clear understanding of the variety of risks that the
organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.
The Company manages monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act the company had set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at work place
of any women employee.
Company has already adopted and implemented a policy for prevention of Sexual
Harassment of Women at workplace. During the year Company has not received any complaint
of harassment. The policy has been placed on the website of the company at
www.milestonefurniture.in.
INSIDER TRADING
In compliance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (Regulations), your Company has adopted the following
a) Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders- The
said Code lays down guidelines, which advise Insiders on the procedures to be followed and
disclosures to be made in dealing with the shares of the Company and cautions them on
consequences of non compliances.
b) Code of Practices and Procedures of Fair Disclosures of Unpublished Price Sensitive
Information- The Code ensures fair disclosure of events and occurrences that could impact
price discovery in the market.
c) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and Vigil
Mechanism Policy for employees to report any leak or suspected leak of UPSI- The policy
aims to enable the employees of the Company to report any leak or suspected leak of UPSI,
procedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiate
appropriate action and informing the SEBI promptly of such leaks, inquiries and results of
such inquiries.
d) Internal Control Mechanism to prevent Insider Trading- The Internal Control
Mechanism is adopted to ensure compliances with the requirements given in the regulations
and to prevent Insider Trading. The Audit Committee reviewed and found the same in order
GENERAL DISCLOSURES
The Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) Details relating to Deposits covered under Chapter V of the Act.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise.
c) Issue of equity shares (including sweat equity shares) and ESOS to employees of the
Company under any scheme.
d) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
e) There were no instance of non-exercising of voting rights in respect of shares
purchased directly by the employees under a scheme pursuant to section 67(3) of the Act
read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no
information has been furnished.
Also, the Board of Directors state that:
a) The Company has a group policy in place against Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. The Company has complied with the
provisions of above said act. The Company has undertaken 10 workshops or awareness
programmes against sexual harassment of women at the workplace. No complaint of Sexual
Harassment was received during the financial year 2020-21.
b) The Company is in compliance of all applicable Secretarial Standards issued by The
Institute of Company Secretaries of India from time to time.
ACKNOWLEDGEMENT
Your Directors wish to place on record, their appreciation for the valuable assistance
and support received by your Company from banks, financial institutions, the Central
Government, the Government Authorities, Customers, Vendors and Shareholders. The Board
also thanks the employees at all levels, for the dedication, commitment and hard work put
in by them.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful
and have immense respect for every person who risked their life and safety to fight this
pandemic.
The Directors appreciate and value the contribution made by every member of the
Milestone Furniture Family.
|
By order of the Board |
|
For MILESTONE FURNITURE LIMITED |
|
Sd/- |
|
(DIGAMBAR SUDAM SONGHARE) |
|
MANAGING DIRECTOR |
|
DIN:06809398 |
| Place: MUMBAI |
|
| Date: 2nd SEPTEMBER 2021 |
|
