Milton Industries Ltd Directors Report.

To,

The Members,

Milton Industries Ltd.

Ahmedabad.

Your Directors have pleasure in presenting their 33rd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

PARTICULARS 2018-19 2017-18
Gross Sales 6222.03 4252.72
Net Sales 5373.58 3787.27
Profit before Interest, Depreciation & Tax 588.00 491.16
Interest and Financial Charges 187.87 231.00
Depreciation 123.63 126.69
Profit Before Tax 276.50 133.47
Less: Provision for Taxation :
Current Tax & FBT 75.00 30.00
Deferred Tax 5.05 (27.50)
Short/Excess Provisions of Earlier Years - 1.06
Mat Credit -
Net Profit after Tax carried to Balance-sheet 196.46 129.92

FUTURE OUTLOOK:

Milton Industries have been constantly pushing itself into more of Government Supplies and have been able to succeed in whatever vision created and have add on with many more other products.

Milton Industries, manufacturer exporters of premium quality high pressure laminates, industrial laminates, laminated board, flooring laminates, artificial leather cloth, GFRE Sheets besides this as per the Future outlook of the Directors we have been able to produce and manufacture other products in house those are DGFRP, NAFTC, Pillar Assembly for Railway Coaches, Honeycomb Partition panels and have been successful in supplying the same to various vendors. The products have been duly tested and well accepted for in the market.

The company have designed Lavatory for Indian Railways and are ready to install time Levorotary with low weight and high technique components and the product is most likely to approved soon by Indian Railways and we hope to receive big order for the same in near future.

Besides this company is planning to increase the productivity of Honeycomb partition panels and are planning to install hi-tech machine for the same and the order for the same have been already placed and company estimates drastically increase to it sales for the same.

Besides this company is planning for the total apply and supply business and for that company have planned to put up more machines for foam of seat of Indian railways. Company is looking for the project of putting up a plant for Silicon Foam earlier Indian railways used to put convention form of foam which was replaced by Recron and now because of very good Fire Retardency and Shelf Life Railway have changed those with Silicon Foam. We at Milton have successful taken trial for Silicon Foam production and are in process of negotiating for machines for production of the same. Company expects to get big volumes of order from Indian Railways and also from other vendors and market.

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.

RESERVES:

The company has during the year under review has transferred an amount equivalent to the requirement for issue of bonus shares.

PERFORMANCE:

Your Directors inform you that, during the year under review, the Company has Gross Sales of Rs. 6222.03 Lacs as against Rs. 4252.72 Lacs in the previous year. During the year under review the Company has earned net profit after tax amounting to Rs. 196.46 Lacs as against the net profit after tax of Rs. 129.92 Lacs in the previous year. Barring unforeseen circumstance, 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 33rd 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 the 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, 2019) AND THE DATE OF THE REPORT:

There is no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report. Company have filed litigation for short term deposit with a view to increase cash flow of company to fulfill future orders and matter is presently under abeyance.

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. Ankur Ashokkumar Agarwal 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. Ankur Ashokkumar Agarwal Member Non Executive-Independent Director
Mr. Ishwar Singh Member Non Executive-Independent Director
C. Stakeholders Relationship Committee:
Name of the Director Status in Committee Nature of Directorship
Mr. Ishwar Singh 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 2018-19 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, 2019 is attached as "Annexure-C" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the constitution of the Board of director changed.

Following Director was appointed in the company as an Additional Independent Director on 02nd March, 2019. Mr. Vaibhav Jain.

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, 2019 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, 2019.

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. There is no qualification, reservations or disclaimers in report.

AUDITORS:

M/s. Sapan Vasa & Co, Chartered Accountants, (Firm Reg. No. 120693W) appointed as the statutory auditors of your Company, hold office until the conclusion of the upcoming Annual General Meeting to be held in the year 2020. A certificate from M/s. Sapan Vasa & Co 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 suppliers, customers, Bankers, Government Authorities, Shareholders and Employees of the Company at all levels and looks forward for their continued support.

Date: 30.05.2019. For and on behalf of the Board of Directors,
Place: Ahmedabad. M/S. MILTON INDUSTRIES LIMITED.
CHAIRMAN