Milestone Global Ltd Directors Report.

To the Members,

Your Directors are happy to present the 32nd Annual Report together with the audited statements of Accounts for the period ended 31st March 2022.

1. THE FINANCIAL SUMMARY OR HIGHLIGHTS

Year Ended 31-03-2022 Year Ended 31-03-2021
Income from operations 1801.65 1303.56
Other income 19.85 15.23
Total 1821.50 1318.79
T otal Expenditure 1733.14 1285.91
Profit/(Loss) before Tax 88.36 32.88
Provision for Taxation 21.59 32.55
Profit/(Loss) after Tax 66.77 0.33

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 financial year 2021-2022, the Total Revenue of your Company has increased from Rs. 1318.79 lakhs to Rs. 1821.50 lakhs, an increase of 38.11%.

The Total Expenditure has also increased from Rs. 1285.91 lakhs to Rs. 1733.14 lakhs an increase of 34.77%. The net profit after tax of the Company is Rs. 66.77 lakhs.

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 2022. 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 has 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. However, during the year under review, the Company sold off the business activity of providing translation and localization services, which was introduced by the Company vide shareholders’ approval dated 8th February, 2020. The said business activity was sold off as it did not have much synergy with the existing line of granite business. The other issues with the said business activity were its heavy dependence on few key clients, short term high value projects and other operational risks.

Hence, the Board of Directors, in their meeting held on 25th November, 2021, decided to sell off the said business activity and a Business Transfer Agreement (BTA) dated 17th January, 2022 was entered into between the Company and the Buyer.

The date of completion of sale of said business activity was 31st March, 2022, by which the Company had transferred the Translation and Localization business by giving possession and delivery to the Buyer as envisaged in the BTA, including collecting outstanding payments and crediting it to the Buyer.

6. DIRECTORS OR KEY MANAGERIAL PERSONNEL:

DIRECTORS:

Mr. Naveen Chawla and Mr Mayank Bughani, ceased to be Independent Directors with effect from 1st April, 2021.

Mr. Somdendra Kumar Agarwal and Mr. Tek Chand Bhardwaj were appointed as the new Independent Directors for a term of 5 consecutive years and shareholders’ approval for the said appointment was obtained in the Annual General Meeting held on 25 th September, 2021.

Ms. Nikita Agarwal was appointed as Whole Time Director of the Company for a period of 5 years with effect from 13th August, 2021 till 12th August, 2026 and the shareholders’ approval for the said appointment was obtained in the Annual General Meeting held on 25th September, 2021. However, Ms. Nikita Agarwal resigned as Whole Time Director as well as Director of the Company with effect from 29th November, 2021.

Ms. Alka Agarwal, CEO was appointed as an Additional Director as well as a Whole Time Director with effect from 6th January, 2022. Her appointment as an Additional Director is upto the date of the ensuing Annual General Meeting (AGM) unless regularized at the said AGM. The Board of Directors propose her regularization as Director of the Company in the ensuing AGM.

The appointment of Ms. Alka Agarwal as a Whole Time Director is subject to the approval of shareholders in the ensuing Annual General Meeting.

Mr. Alok Krishna Agarwal who retires by rotation being eligible offer himself for reappointment.

KEY MANAGERIAL PERSONNEL:

Ms. Renu Sharma resigned as the Chief Financial Officer (CFO) of the Company with effect from 4th April, 2022 and Ms. Ankita Agarwal was appointed as the new CFO with effect from 16th April, 2022.

However, due to some sudden other engagements, Ms. Ankita Agarwal also resigned as the CFO of the Company with effect from 31st May, 2022. To fill the vacancy caused again by the resignation of Ms.

Ankita Agarwal, the Board of Directors appointed Mr. Sunil Kumar Sharma as the new CFO with effect from 11th June, 2022.

7. MEETINGS OF THE BOARD OF DIRECTORS:

The Board has met 6 times during the financial year under review on 26th June, 2021, 13th August, 2021, 13th November, 2021, 25th November, 2021, 6th January, 2022 and 12th February, 2022.

8. SUBSIDIARIES, JOINT VENTURES:

As on March 31, 2022, your company has a Subsidiary whose details are as follows:

Milestone Global (UK) Limited, United Kingdom

Performance and Financial Position of the aforesaid subsidiary company as prescribed under the Rule 8(1) of the Companies Accounts Rules, 2014 have been furnished in Notes 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 have 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 FINANCIAL 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 2022 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 2022 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.

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.

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, the Board has carried out an annual performance evaluation of its own performance and that of individual Directors.

One of the Key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, committees of the Board

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 pursuant to Rule 6 sub rule 3 of Companies (Appointment and Qualifications of Directors) Rules, 2014 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)

Audit Committee
Mr. Rajeev Kapoor Chairman
Mr. Somendra Kumar Agarwal Member
Mr. Alok Krishna Agarwal Member
Nomination and Remuneration Committee
Mr. Somendra Kumar Agarwal Chairman
Mr. Rajeev Kapoor Member
Mr. Tek Chand Bhardwaj Member
Stakeholders Relationship Committee
Mr. Alok Krishna Agarwal Chairman
Mr. Tek Chand Bhardwaj Member
Mr. Fiyaz Ahmed Member

Every Co (Net worth Rs.500 Cr / Turnover Rs. 1000 Cr / Net Profit Rs.5 Cr or more)

a. Corporate Social Responsibility Committee

This is not applicable to the Company

16. AUDITORS:

M/s Gupta Vaish & Company, Chartered Accountants, (Firm Reg. No. 005087C) Kanpur, were appointed as Statutory Auditors in the 27th Annual General Meeting (AGM) of the Company held on 29th September, 2017, to hold office from the conclusion of that AGM till the conclusion of the AGM to be held in the year 2022. The term of M/s Gupta Vaish & Company, Chartered Accountants will end at the conclusion of the ensuing AGM.

The Board of Directors have approached M/s P.L Tandon & Co. Chartered Accountants, of (Reg. No. 000186C) Kanpur and has taken their consent and recommend their appointment as Auditors, to the members of the Company.

17. SECRETARIAL AUDIT REPORT:

A copy of the Secretarial audit report as provided by M/s. Akhilesh Singh & Associates, Practicing Company Secretaries, as required under Section 204(1) of the Companies Act, 2013 is annexed to this Report as "Annexure A"

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 the Auditors Report requiring clarification.

b) Secretarial Audit Report:

There are no qualifications/remarks raised in the Secretarial Auditors Report requiring clarification.

19. 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.

20. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO - Rule 8(3) of the Companies (Accounts) Rules,2014

a) Conservation of energy- The plant installed by the Company is of latest technology and is energy efficient. Power consumption of the Company is very low.

b) Technology absorption- Company has not imported any technology. Effective pollution control system has already been installed in the factory. Total Quality Management System has already implemented. The company has achieved process development, cost reduction etc. There was no expenditure on Research and Development during the year under review.

c) Foreign Exchange Earnings and Outgo- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as follows:

Foreign Exchange Earnings: Rs. 16,20,25,770.43/- Foreign Exchange Outgo: Rs. 1,94,89,132.82/-

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any loans or guarantees in terms of Section 186 of the Companies Act, 2013, during the financial year under review.

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 and the transactions carried with related parties is in the ordinary course of business.

23. DISCLOSURES ABOUT CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

This is not applicable to the Company.

24. ANNUAL RETURN AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 92:

In accordance with Companies Act, 2013, the Annual Return in the prescribed format is available at http://www.milestonegloballimited.com/wp-content/uploads/2022/07/Annual-Return-2022-f.pdf.

25. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES [Section 67(3)]:

Not Applicable to the Company.

26. THE DETAILED REASONS FOR REVISION OF SUCH FINANCIAL STATEMENT OR REPORT [Section 131(1)]:

Not Applicable to the Company

27. RE APPOINTMENT OF INDEPENDENT DIRECTORS:

During the year under review, there was no re-appointment of Independent Directors.

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]:

SL. -T Name No Remuneration Ratio to Median Remuneration
1. Mr. Fiyaz Ahmed 6,00,000 1.26:1
2. Ms. Nikita Agarwal 17,50,000 3.68:1
3. Ms. Alka Agarwal 7,50,000 1.58:1

Note: 1. Ms. Nikita Agarwal resigned w.e.f. 29th November, 2021

2. Ms. Alka Agarwal was appointed as a Whole Time Director (WTD) w.e.f 6th January, 2022 and we have considered here the remuneration that she got in her capacity as a WTD. Prior to that she was getting remuneration as an employee (CEO) which is not considered here.

31. 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)]:

None of the Director is getting commission from the Company so this is not applicable to the Company.

32. UNDER THE HEADING "CORPORATE GOVERNANCE" [Schedule V Part II Section II- point IV]:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, 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.

33. THE ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS WAS COMPLETED [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.

34. 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.

35. 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.

36. 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.

37. PARTICULARS OF EMPLOYEES:

Details of employee drawing remuneration in excess of that drawn by the Whole Time Director, in terms of Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name of Employee Designation Educational Qualification Age Experience (in years) Date of Joining Gross Remuneration Paid Previous Employment
Alka Agarwal (Getting remuneration in her capacity as CEO till December 2021) CEO BA LLB 54 19 yrs. 28.06.2003 13,50,000 (Remuneration she got in her capacity as CEO till December 2021) NA

Note: Ms. Alka Agarwal, CEO was appointed as an Additional Director and Whole Time Director (subject to approval of shareholders in general meeting) with effect from 6th January, 2022 and therefore, from January 2022 onwards she has been getting remuneration in her capacity as a Whole Time Director.

38. DISCLOSURE IN RELATION TO SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE:

The Company has taken adequate measures to ensure safety of women at work place and no incidence of sexual harassment of women at workplace was reported to the Company during the financial year under review.

For and on behalf of the Board of Directors
Sd/-
Place: New Delhi Alok Krishna Agarwal
Date: 13th August, 2022 Chairman