To,
The Members,
Milton Industries Limited
Ahmedabad.
Your Directors have pleasure in presenting their 37th Annual Report
together with Audited Statement 2023
FINANCIAL RESULTS:
(Rs in Lakhs)
| PARTICULARS |
2022-23 |
2021-22 |
| Gross Sales |
6095.38 |
6035.75 |
| Net Sales |
6122.20 |
5965.79 |
| Profit before Interest, Depreciation & Tax |
611.55 |
669.04 |
| Interest and Financial Charges |
96.96 |
128.08 |
| Depreciation |
107.54 |
144.51 |
| Profit Before Tax |
407.05 |
425.91 |
| Less: Provision for Taxation: |
|
|
| Current Tax & FBT |
118.76 |
97.36 |
| Deferred Tax |
1.37 |
-3.32 |
| Short/Excess Provisions of Earlier Years |
- |
- |
| Mat Credit |
- |
- |
| Net Profit after Tax carried to Balance-sheet |
286.91 |
325.24 |
FUTURE OUTLOOK:
Milton industries is very proud to inform that we have developed and delivered fully
furnished coach for Indian railway.
Now we are furnishing and developing many coaches for Indian Railways. Our products are
used in almost all passenger train including flagship trains like Vande Bharat.
Further we would like to inform that we at Milton Industries are into production and
supply of FRP side wall Pannels, Complete Seat and Births, Honeycomb partition Pannels,
GFRE & NAFTC wall ceiling, pillar assembly besides also into the manufacturing of HPL,
PVC leather Cloth, DGFRP, GFRE, Honeycomb partition Pannels, FRP Sidewall & FRP
modular Toilets.
Our purpose is to invest responsibly in infrastructure delivering long tern sustainable
returns to shareholders and having a positive impact on our portfolio Co. and their
stakeholders.
The Companys outlook remains favourable on account of its product integration
capabilities growing brand popularity and the continuous support from its shareholders,
employees, creditors, lenders, distributors, dealers and consumers. The Companys vision
is to be a one- stop solution for all decorative surface products (in its field of
operation). The Companys pan-India distribution network ensures easy availability of
products in almost every part of India.
We remain confident in our business model. We have strong liquidity to take advantage
of market situation. As economies start to recover, we will also make favorable shifts
according to market scenario.
The Companys outlook remains favorable on account of its product integration
capabilities growing brand popularity and the continuous support from its shareholders,
employees, creditors, lenders, distributors, dealers and consumers. The Companys vision
is to be a one- stop solution for all decorative surface products (in its field of
operation). The Companys pan-India distribution network ensures easy availability of
products in almost every part of India.
We remain confident in our business model. We have strong liquidity to take advantage
of market situation. As economies start to recover we will also make favorable shifts
according to market scenario.
DIVIDEND:
The board of directors has decided to plough back the profit to meet with capital
expenditure and to meet with working capital requirement; therefore, your Directors do not
recommend any dividend for the year under review.
BONUS:
The board of directors has decided to plough back the profit to meet with capital
expenditure and to meet with working capital requirement; therefore, your Directors do not
recommend any Bonus for the year under review.
RESERVES:
The company did not transfer any amount to General Reserves for Bonus and Dividend
2022-23.
PERFORMANCE:
Your Directors inform you that, during the year under review, the Company have Gross
Sales of Rs. 6095.38 Lacks as against Rs. 6036.75 Lacks in the previous
year. During the year under review the Company has earned net profit after tax amounting
to Rs. 286.91 Lacks as against the net profit after tax of Rs. 325.24 Lacks in
the previous year. Your Directors are hopeful to achieve better financial performance in
the coming years.
DEPOSITS:
The company has not accepted deposits from the public during the financial year under
review within the meaning of Section 73 of the Act of the Companies Act 2013, read with
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF EMPLOYEES IN TERMS OF 197 OF THE COMPANIES ACT, 2013:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, forms part of this report as ‘Annexure A. However, as permitted in
terms of Section 136 of the Act, this Annual Report is being sent to all the members and
others entitled thereto, excluding the said annexure. Members who are interested in
obtaining these particulars may write to the Company Secretary at the Registered Office of
the Company. The aforesaid annexure is also available for inspection by members at
the Registered Office of the Company, 21 days before the 37th Annual General
Meeting and up to the date of Annual General Meeting during business hours on working
days.
FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirement) Regulations, 2015, the Board shall carry out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of Audit and Nomination & Remuneration Committees based on
the criteria and framework adopted by the Board.
INDUSTRIAL RELATION:
Employees relations have remained cordial throughout the year. Your Directors place on
record their appreciation for significant contribution made by the employees through their
Competence, hard work, sustained efforts, Co-operation and support.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has placed an adequate Internal Financial Controls with reference to
Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of
the Companys internal financial controls relating to its financial statements. During the
year no reportable material weakness in the design or operation were observed.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the
Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 2014,
relating Conservation of Energy, Technology Absorption and Foreign Exchange earnings and
outgo in is given in "Annexure-B" forming part of this report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The company does not have any subsidiary, Joint venture and Associate.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the company has in the ordinary course of its business
and complying with the provisions of section 186 of the companies Act, 2013 entered into
transaction relating to giving of loan or Guarantee. The members are requested to refer
the notes to the financial statement which are forms die part of the Annual Report for
detailed information.
RELATED PARTY TRANSACTIONS:
There was no Contract or Arrangement made with Related Parties pursuant to section 188
of the companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the Regulators/Courts/Tribunal
which would impact the going concern status of the Company and its operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR (MARCH 31, 2023) AND THE DATE OF THE
REPORT:
The company had file litigation (for short term loans and advances), had received
remaining principal payment for the said loans and advances and interest thereon, as a
matter of prudence, has not been provided in the books of Accounts. Company has filed
litigation for short term Loans and Advances with a view to increase cash flow of company
to fulfill future orders and matter is presently under abeyance.
The Company has initiated legal proceeding against ACME INDIA
("Debtor€") for recovery of dues and such legal proceeding is pending at
Commercial Court and are expected to materalize in recovering the dues in future. In the
opinion of the management, adequate balance is lying in General reserve / Retained earning
to meet the eventuality of the account being irrecoverable. Base on the facts of the case,
in our lawyers opinion, there is a good chance of succeeding before the Commercial Court.
DECLARATIONS BY THE INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of the Independence as provided in Section 149(6)
of the Companies Act, 2013.
COMMITTEES OF THE BOARD:
The Company has formed various Committees as required under the provisions of Companies
Act, 2013 read with SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015. The details of the committee are provided herein below:
Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and
Remuneration Committees, Stakeholders Relationship Committee, constitution of which are
given below.
A. Audit Committee:
| Name of the Director |
Status in Committee |
Designation |
| Mr. Vaibhav Jain |
Chairman |
Non-Executive-independent director |
| Mr. Rakesh Mehtani |
Member |
Non-Executive-independent director |
| Mr. Vijay Pal Jain |
Member |
Managing Director |
B. Nomination and Remuneration Committees:
| Name of the Director |
Status in Committee |
Designation |
| Mr. Maheshbhai Samatbhai Patel |
Chairman |
Non-Executive-Independent Director |
| Mr. Rakesh Mehtani |
Member |
Non-Executive-Independent Director |
| Mr. Vaibhav Jain |
Member |
Non-Executive-Independent Director |
C. Stakeholders Relationship Committee:
| Name of the Director |
Status in Committee |
Nature of Directorship |
| Mr. Vaibhav Jain |
Chairman |
Non-Executive-Independent Director |
| Mr. Rakesh Mehtani |
Member |
Non-Executive-Independent Director |
| Mr. Vijay Pal Jain |
Member |
Managing Director |
VIGIL MACHANISM/ WHISTLE BLOWER:
During the year under review, the Company has established Vigil Mechanism. Accordingly,
the Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy
provides for adequate safeguards against victimization of employees who avail of the
mechanism. The policy for vigil mechanism is available on the website of the company.
DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESAL) ACT, 2013:
There was no case filled during the year, under the sexual harassment of women at
workplace (Prevention, Prohibition & Redresser) Act, 2013. Further Company ensures
that there is a healthy and safe atmosphere for every women employee at the workplace and
made the necessary policies for safe and secure environment for women employee.
CORPORATE SOCIAL RESPONSIBILITY:
The provision of Section 135 of Companies Act, 2013 is not applicable to the company as
company is not matching with the criteria specified in the said section.
RISK MANAGEMENT POLICY:
The Company has a robust Risk Management policy. The Company through a Steering
Committee oversees the Risk Management process including risk identification, impact
assessment, effective implementation of the mitigation plans and risk reporting. At
present the company has not identified any element of risk which may threaten the
existence of the company.
NUMBER OF BOARD MEETINGS:
The details of the number of meetings of the Board held during the financial year
2022-23 forms part of the Corporate Governance Report.
The Company is in compliance with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31st, 2023 is attached
as "Annexure- C" to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mr. Saket Jain (DIN: 02200196) Mr. Abhay Jain (DIN: 00343757),
retire by rotation and is being eligible offer himself for re-appointment at the ensuing
Annual General Meeting.
DIRECTOR RESPONSIBILITY STATEMENT:
In terms of provisions of section 134 (5) of the companies Act, 2013 your Directors
confirm: -
a) That in the preparation of the annual accounts for the year ended March 31st,
2023 the applicable Accounting Standards had been followed along with proper explanation
relating to material departures.
b) That 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 of the Company for the year ended March 31st,
2023.
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, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) That the directors had prepared the annual accounts on a "going concern"
basis.
e) That 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.
MANAGEMENT DISCUSSION & ANALYSIS:
In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘Listing Regulations), Management Discussion and Analysis forms an integral
part of the Directors Report, is given in ‘Annexure-D
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Himanshu Maheshwari, Company Secretaries, to undertake the Secretarial
Audit functions of the Company. The Secretarial Audit Report is annexed to this Report
as Annexure- E.
AUDITORS REPORT:
M/s. KPSJ & Associates, LLP, Chartered Accountants, (Firm Reg. No. 124845W)
appointed as the statutory auditors of your Company, hold office until the conclusion of
the Annual General Meeting to be held in the year 2025. A certificate from M/s. KPSJ
& Associates, LLP, and Chartered Accountant has been received to the effect
that their appointment, if made, would be within the prescribed limits under Section 139
of the Companies Act, 2013. The Report of the Auditors read with the notes to accounts as
annexed are self-explanatory and therefore do not require any further explanations.
ACKNOWLEDGEMENT:
Your Board wishes to place on record its deep appreciation of Directors of your company
for their immense contribution by way of strategic guidance, sharing of knowledge,
experience and wisdom, which help your company take right decisions in achieving its
business goals. Your Board acknowledges with thanks the support given by Government
Authorities suppliers, Bankers, customers, Shareholders and Employees of the Company at
all levels and looks forward for their continued support.
For and on behalf of the Board of Directors,
M/S. MILTON INDUSTRIES LIMITED.
Date: 08.09.2023
Place: Ahmedabad.
CHAIRMAN
+91-9892691696
