Milgrey Finance & Investments Ltd Directors Report.

To,

The Members of Milgrey Finance & Investments Limited

1. Report:

Your Directors have presented the 36thAnnual Report together with the Audited Financial Statements for the year ended 31stMarch, 2019.

2. Financial Highlights:

The Companys financial performance for the year under review along with previous years figures is given hereunder:

(Amount in Rs.)
Particulars Year ended March 31, 2019 Year ended March 31, 2018
Income from Operations - -
Profit before Interest, Depreciation, Exceptional Items, Other Income and Tax (19,06,641) (915,299)
Less: Finance Costs 147,766 -
Depreciation - -
Exceptional Items -
Add: Other Income 125,705 -
Profit/(Loss)before Tax (2,054,407) (9,15,299)
Less: Tax Expense - -
Profit/(Loss)after tax (2,054,407) (9,15,299)

3. Business Performance:

During the financial year 2018-19, the Company has not earned any revenue from operations.

4. Dividend:

Due to non-availability of surplus profit, your Company has not declared any dividend during the year under review.

5. Transfer to reserves:

The Company did not have any profits to be transferred to Reserves during the year under consideration.

6. Share Capital:

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31stMarch, 2019wasRs.2,00,00,000/- (Two Crores only )divided into 20,00,000(Twenty Lakhs) Equity Shares of Rs. 10/- each.

The Company has increased its Authorized Capital from Rs. 25,00,000/-divided into 2,50,000 Equity Shares of Rs. 10/- each to Rs. 2,00,00,000/- divided into 20,00,000 Equity Shares of Rs. 10/- each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at 01stApril, 2018wasRs.24,00,000/- divided into 2,40,000 Equity Shares of Rs. 10/- each.

On 11th April, 2018, the Board of Directors of the Company proposed the Preferential Allotment of 17,50,000 (Seventeen Lakhs Fifty Thousand) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each at a price of Rs. 10.00/- (Rupees Ten Only) per equity share for consideration of Rs. 1,75,00,000/- (Rupees One Crore Seventy-Five Lakhs Only), in accordance with SEBI (ICDR) Regulations, 2009 and applicable provisions of Companies Act,2013. The said allotment was approved by the Shareholders in their Extra Ordinary General Meeting (EOGM) on 11th May, 2018. On receipt of the application and allotment money from the proposed allottees, the Board of Directors of the Company, allotted the said 17,50,000 Equity Shares to the allottees on 25th May, 2018.

Thus, as on the 31stMarch, 2019, the Issued & Subscribed Capital of the Company stands at Rs. 1,99,00,000/- divided into 19,90,000 Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued any shares with differential voting rights.

Further, it has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

7. Open Offer and Acquisition of Equity Shares of the Company and resultant change of promoters:

Mr. Mahendra Bachhawat ("the Acquirer"), along with PACs Mr. Abhay Gupta and Ms. Rashmi Shah had subscribed for 12,00,000 Equity Shares in the preferential issue as stated above, aggregating to 60.30% of the Post Preferential Equity Share capital of the Company. As their aggregate post Preferential Shareholding exceeded the threshold set out in Regulation 3(1) and 4 of SEBI (SAST) Regulations, 2011, and with their intention to acquire control over the Company, the Acquirer and PACs triggered Regulation 3(1) and 4 of SEBI SAST Regulations 2011 and have made an open offer to the Shareholders of the Company.

Mr. Mahendra Bachhawat("the Acquirer"), along with PACs Mr. Abhay Gupta and Ms. Rashmi Shah, acquired 78,050 fully paid up Equity Shares in the open offer process. The offer was completed on 1st August, 2018.

Consequent to the completion of open offer, there was a change in control and the management of the company pursuant to Regulation 31 A(5) and other relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and applicable provisions if any of the Companies Act, 2013. Mr. Mahendra Bachhawat("the Acquirer"), along with PACs Mr. Abhay Gupta and Ms. Rashmi Shah, have become promoters of the Company and the existing promoters ceased to be the promoters and their remaining holding will be classified as public holding.

8. Directors and Key Managerial Personnel:

Sr. No. Name of Directors and KMP Designation Date of Appointment Date of Resignation
1. Mahendra Bacchawat Managing Director 14th Aug, 2018 -
2. Girdharilal Seksaria Non-Executive Chairman 24th Oct, 1989 22nd August, 2019
3. Shyamsunder Harlalka Whole Time Director 03rdJune, 1983 22nd August, 2019
4. Manju Joshi Non-Executive Director 26th March, 2015 09th Oct, 2018
5. Mitesh Jaani Executive Director 12th Dec, 2017 22nd August, 2019
6. Abhay Gupta Non-Executive Director 14th Aug, 2018 -
7. Minakshi Singh Independent Director 18th June, 2018 -
8. Nirdesh Shah Independent Director 18th June, 2018 -
9. Manav Kumar Additional Independent Director 22nd August, 2019 -
10. Abhishek Sanga Additional Independent Director 22nd August, 2019 -
11. Mitesh Jaani Chief Financial Officer 26th April, 2019 22nd August, 2019
12. Ayushi Sharma Company Secretary & Compliance Officer 15th March, 2016 08th April, 2019
13. Shrawan Kumar Jha Company Secretary & Compliance Officer 08th May, 2019 -

9. Changes in Directors:

Appointments after the end of Financial Year

• Mr. Manav Kumar, on the recommendation of the Nomination &Remuneration Committee, was appointed by the Board of Directors of the Company as Additional Independent Director of the Company w.e.f 22nd August, 2019. Mr. Manav Kumar would hold office as an Independent Director for a period of 5 Years w.e.f from 22nd August, 2019, subject to approval of members in the ensuing Annual General Meeting of the Company.

• Mr. Abhishek Sanga, on the recommendation of the Nomination & Remuneration Committee, was appointed by the Board of Directors of the Company as Additional Independent Director of the Company w.e.f 22nd August, 2019. Mr. Abhishek Sanga would hold office as an Independent Director for a period of 5 Years w.e.f from 22nd August, 2019, subject to approval of members in the ensuing Annual General Meeting of the Company.

Resignation after the end of the Financial Year:

• Mr. Shyamsunder Harlalka and Mr. Girdharilal Seksaria resigned from the post of Director of the Company w.e.f. 22nd August, 2019.

• Mr. Mitesh Jaani resigned from the post of the Director and CFO w.e.f.22nd August, 2019.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 91 of the Articles of Association of the Company, Mr. Abhay Gupta will retire by rotation at the AGM and being eligible, has offered himself for re-election. Your Board has recommended his re-election.

10. Audit Committee:

This Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee continued working under Chairmanship of Ms. Minakshi Singh with Mr. Mitesh Jaani and Mr. Nirdesh Shah as co-members. During the year, the committee met four times on occasions viz. 30th May, 2018, 14th August, 2018, 14th November, 2018, 13th February, 2019.

The composition of the Audit Committee and details of the Members participation at the Meetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Narendra Sandesara* Chairman 2/4
2. Mr. Bhagvatiprasad Joshi** Member 2/4
3. Mr. Shyamsunder Harlalka*** Member 3/4
4. Ms. Minakshi Singh# Chairman 2/4
5. Mr. Mitesh Jaani## Member 2/4
6. Mr. Nirdesh Shah### Member 2/4

* Mr. Narendra Sandesara ceased to be the Director of the Company w.e.f. 09th October, 2018.

** Mr. Bhagvatiprasad Joshi ceased to be the Director of the Company w.e.f 09th October, 2018.

*** Mr. Shyamsunder Harlalka ceased to be Member of the Audit Committee w.e.f 13th February, 2019.

# Ms. Minakshi Singh was designated as Chairman of the Audit Committee w.e.f 14th November, 2018.

## Mr. Mitesh Jaani was designated as a Member of the Audit Committee w.e.f. 14th November, 2018.

### Mr. Nirdesh Shah was designated as a Member of the Audit Committee w.e.f 14th November, 2018.

Terms of reference:

• Oversight of the Companys financial reporting process and financial information submitted to the stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management the quarterly unaudited financial statements and the Auditors Limited Review Report thereon/audited annual financial statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgments by the Management significant adjustments made in the financial statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Companys accounting principles with reference to the Generally Accepted Accounting Principles in India [IGAAP).

• Review the investments made by the Company.

• recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

• approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

• reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

• approval or any subsequent modification of transactions of the listed entity with related parties;

• scrutiny of inter-corporate loans and investments;

• valuation of undertakings or assets of the listed entity, wherever it is necessary;

• evaluation of internal financial controls and risk management systems;

• reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• discussion with internal auditors of any significant findings and follow up there on;

• reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• to review the functioning of the whistle blower mechanism;

• approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the audit committee.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

Recommendations, if any, made by the Audit Committee were accepted by the Board.

11. Nomination & Remuneration Committee & Policy:

In compliance with section 178 of the Act the Board has constituted "Nomination and Remuneration Committee".

Terms of reference:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management, Employees based on certain criteria as approved by the Board.

During the year, the committee met on twice on occasions viz., 18th June, 2018 and 14th August, 2018.

The composition of the Nomination &Remuneration Committee and details of the Members participation at the Meetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Narendra Sandesara* Chairman 2/2
2. Mr. Bhagvatiprasad Joshi** Member 2/2
3. Mr. Girdharilal Seksaria*** Member 2/2
4. Mr. Abhay Gupta# Chairman 0/2
5. Ms. Minakshi Singh## Member 0/2
6. Mr. Mitesh Jaani### Member 0/2

* Mr. Narendra Sandesara ceased to be Director of the Company w.e.f 09th October, 2018.

** Mr. Bhagvati prasad Joshi ceased to be Director of the Company w.e.f 09thOctober, 2018.

*** Mr. Girdharilal Seksaria ceased to be member of the Nomination & Remuneration Committee w.e.f 14th November, 2018.

# Mr. Abhay Gupta designated as Chairman of the Nomination & Remuneration Committee w.e.f 14th November, 2018.

## Ms. Minakshi Singh designated as member of the Nomination & Remuneration Committee w.e.f 14th November, 2018.

### Mr. Mitesh Jaani designated as member of the Nomination & Remuneration Committee w.e.f 14th November, 2018.

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and the Listing Regulations. The Policy can be viewed at Company website with the link as www.milgrey.in.

12. Risk Management Committee:

Business Risk Evaluation and Management is an on-going process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities.

The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

• Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a pre-defined cycle;

• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

During the year, the committee met once on 13th February, 2019.

The composition of the Risk Management Committee and details of the Members participation at the Meetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Shyamsunder Harlalka* Chairman 0/1
2. Mr. Bhagvati prasad Joshi** Member 0/1
3. Mr. Narendra Sandesara*** Member 0/1
4. Mr. Mahendra Bachhawat# Chairman 1/1
5. Mr. Mitesh Jaani## Member 1/1
6. Mr. Abhay Gupta### Member 1/1

* Mr. Shyamsunder Harlalka ceased to be Chairman of the Risk Management Committee w.e.f 13th February, 2019.

**Mr. Bhagvatiprasad Joshi ceased to be Director of the Company w.e.f 09th October, 2018.

***Mr. Narendra Sandesara ceased to be Director of the Company w.e.f 09th October, 2018.

# Mr. Mahendra Bachhawat designated as Chairman of the Risk Management Committee w.e.f 13thFebruary, 2019.

## Mr. Mitesh Jaani designated as member of the Nomination & Remuneration Committee w.e.f 14thNovember, 2018.

###Mr. Abhay Gupta designated as member of the Nomination & Remuneration Committee w.e.f 14thNovember, 2018.

13. Stakeholders Relationship Committee:

The Committee monitors the Companys response to investor complaints. The Committee exercises the power to transfer of shares, non-receipt of dividend/notices/annual reports, etc. in accordance with the provisions of SEBI (LODR) Regulations, 2015.

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

• issue of duplicate share certificates for shares/debentures and other securities reported lost defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities; issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required; • to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture.

During the year, the committee met on four occasions viz. 30th May, 2018, 14th August, 2018, 14th November, 2018 and 13th February, 2019.

The composition of the Stakeholders Relationship Committee and details of the Members participation at the Meetings of the Committee are as under:

Sr. No. Name of Member Designation Attendance at committee meetings
1. Mr. Narendra Sandesara* Chairman 2/4
2. Mr. Bhagvatiprasad Joshi** Member 2/4
3. Mr. Shyamsunder Harlalka*** Member 3/4
4. Ms. Minakshi Singh# Chairman 2/4
5. Mr. Mitesh Jaani## Member 2/4
6. Mr. Nirdesh Shah### Member 2/4

* Mr. Narendra Sandesara ceased to be the Director of the Company w.e.f. 09th October, 2018.

** Mr. Bhagvatiprasad Joshi ceased to be the Director of the Company w.e.f 09th October, 2018.

*** Mr. Shyamsunder Harlalka ceased to be Member of the Stakeholder Relationship Committee w.e.f 13th February, 2019. # Ms. Minakshi Singh was designated as Chairman of the Stakeholder Relationship Committee w.e.f 14th November, 2018.

## Mr. Mitesh Jaani was designated as a Member of the Stakeholder Relationship Committee w.e.f. 14th November, 2018.

### Mr. Nirdesh Shah was designated as a Member of the Stakeholder Relationship Committee w.e.f 14th November, 2018.

During the year, no complaints were received from shareholders. The Company had no share transfers pending as on 31stMarch, 2019.

14. Human resource:

The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog.

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. Board meetings:

During the yearTen(10) Board Meetings were convened and held on 11th April, 2018, 23rd May, 2018, 30th May, 2018, 18th June, 2018, 14th August, 2018, 05th September, 2018, 09th October, 2018, 06th November, 2018, 14th November, 2018 and 13th February, 2019.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Sr. No. Date of meeting Total strength of Board No. of Directors Present
1. 11th April, 2018 6 6
2. 23rd May, 2018 6 6
3. 30th May, 2018 6 6
4. 18th June, 2018 8 8
5. 14th August, 2018 8 8
6. 05th September, 2018 10 10
7. 09th October, 2018 7 7
8. 06th November, 2018 7 7
9. 14th November, 2018 7 7
10. 13th February, 2019 7 7

16. Board evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees.

The Nomination and Remuneration has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Directors being evaluated.

17. Declaration by independent directors:

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

18. Independent Directors Meeting:

During the year under review, Independent Directors met on 13th February, 2019, inter-alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board as whole.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Evaluation of the quality, quantity content and timeless of flow of information between the management and the Board.

19. Subsidiaries, joint ventures and associate companies:

The company does not have any subsidiary/ Joint Ventures/ Associate Companies.

20. Auditors and their reports:

Statutory Auditor:

M/s. A.K. Kocchar & Associates, Chartered Accountants, (FRN. 120410W), have been appointed as Statutory Auditors of the Company till the conclusion of this Annual General Meeting.

The audit committee of the Company has proposed and the Board of Directors of the Company has recommended the appointment of M/s. A.K. Kocchar & Associates, Chartered Accountants, (FRN. 120410W), as the Statutory Auditors of the Company for the period of four years from the conclusion of this Annual General Meeting.

There are no qualifications, reservations or adverse marks made by the Statutory Auditor in its report. The said report also forms a part of this Annual Report.

Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board had appointed M/s NKM & Associates., Practicing Company Secretaries, as the Secretarial Auditor of the Company. Report of the Secretarial Auditor has been annexed as Annexure 1 to this Report.

Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s Mohandas & Co., Chartered Accountants, as the Internal Auditor of the Company.

21. Managements discussion and analysis report:

The Management Discussion and Analysis Report as required under the Listing Regulations forms part of the Annual Report.

22. Deposits:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

23. Policy against sexual harassment:

The Company has framed a policy on Sexual Harassment of Women at workplace which commits to provide a workplace that is free from all forms of discrimination, including sexual harassment. The Policy can be viewed at Company website with the link as www.milgrey.in

24. Vigil mechanism:

The Company has established vigil mechanism pursuant to Section 177 of the Act and the Listing Agreement for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases. The said policy is uploaded on the Companys website and can be viewed at Company website with the link as www.milgrey.in

Provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases, has also be established.

During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

25. Code of conduct for prevention of insider trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Companys shares by Designated Persons are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Companys shares

The policy is uploaded on the Companys website and can be viewed at the Company website at www.milgrey.in

26. Risk management:

Risk management comprises all the organizational rules and actions for early identification of risks in the course of doing business and the management of such risks.

Although not mandatory, as a measure of good governance, the Company has constituted a Risk Management Committee of the Board. The Committee reviews the Companys performance against identified risks, formulates strategies towards identifying new and emergent risks that may materially affect the Companys overall risk exposure and reviews the Risk Management Policy and structure.

This robust Risk Management framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Companys competitive advantage. The Internal Audit Department is responsible for facilitating coordination with the heads of various Departments, with respect to the process of identifying key risks associated with the business, manner of handling risks, adequacy of mitigating factors and recommending corrective action.

The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act. The Policy is also made available at the companys website at www.milgrey.in

27. Internal Control Systems And Adequacy:

The Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. It has documented policies and procedures covering financial and operating functions and processes. These policies and procedures are updated from time to time and compliance is monitored by the internal audit function as per the audit plan. The Company continues its efforts to align all its processes and controls with best practices.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Boards Report.

28. Transfer of Amounts to Investor Education and Protection Fund:

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as 31stMarch, 2019.

29. Corporate governance:

Pursuant to Regulation 15 of SEBI (LODR) Regulations, 2015, the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year.

Thus, due to non-applicability, a separate report of Corporate Governance providing the disclosures as required under para C of Schedule V has not be provided in this Annual report.

30. Extract of the annual return:

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies [Management and Administration Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure 2.

31. Regulatory actions:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

32. Material changes if any, affecting the financial position of thecompany which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

Since the end of the financial year, there have been no material changes affecting the financial position of the Company.

33. Energy conservation, technology absorption and foreign exchange earnings and outgo:

a. Conservation of energy:

Particulars in respect of conservation of energy are NIL.

b. Technology absorption:

Particulars in respect of technology absorption are NIL.

c. Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgo was NIL during the year.

34. Particulars of contracts or arrangements made with related parties:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature, whenever required. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further, as all the transactions with related parties have been conducted at an arms length basis and are in the ordinary course of business, there are no transactions to be reported in Form AOC-2 and as such do not form part of this report.

35. Details of loans, guarantees and investments u/s 186 of the Act:

Details of loans, guarantee or investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2017-18 is appended in the notes to the Financial Statements that form part of this Annual Report.

36. Directors Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

o In preparation of the annual accounts for the financial year ended 31stMarch, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures; o The directors had selected such accounting policies to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31stMarch, 2019 and of the profit of the Company for that period; o The directors had taken proper and sufficient care for 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; o The directors had prepared the annual accounts on a going concern basis; and o The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. o The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. Corporate Social Responsibility (CSR):

The companies on whom the provisions of the CSR shall be applicable are contained in Sub Section (1) of Section 135 of the Companies Act, 2013. As per the said section, the companies having Net worth of INR 500 crore or more; or Turnover of INR 1,000 crore or more; or Net Profit of INR 5 crore or more during any financial year shall be required to constitute a Corporate Social Responsibility Committee of the Board "hereinafter CSR Committee" with effect from 1st April, 2014.

As your Company does not fall in any of the criteria specifies above, the disclosure/reporting as applicable to CSR companies, is not applicable to the Company. However, the Company strives to make constant efforts to contribute to the Society by trying to achieve a balance of economic, environmental and social imperatives, while at the same time addressing the expectations of shareholders and stakeholders.

38. Listing at Stock Exchanges

Equity Shares of the Company are listed on BSE Limited under Scrip Code: 511018 and Scrip Id: ZMILGFIN

39. Acknowledgements:

Your Directors acknowledge the dedicated service of the employees of the Company during the year.They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.

By and on behalf of the Board of Directors
For Milgrey Finance and Investments Limited
Sd/- Sd/-
Mahendra Bachhawat Abhay Gupta
Managing Director Director
DIN: 07547289 DIN: 02294699
Place: Mumbai
Date: 30th August, 2019