Milestone Furn. Director Discussions

To,

The Members of Milestone Furniture Limited

Your Directors have the pleasure in presenting their 8^th Annual Report together with Audited Financial Statements of the Company for the year ended March 31, 2022.

FINANCIAL HIGHLIGHTS (RS.)

Particulars	Current year (2021-22)	Current year (2020-21)
Income From Operations	-	22,33,599
Other Income	-	-
Total Income	-	22,33,599
Profit/Loss before Depreciation, Finance Cost and Tax Expense	(1,36,74,374)	(93,09,268)
Less:
Depreciation	(16,03,050)	(32,06,101)
Finance Cost	(23,709)	(26,304)
Profit /Loss before Tax	(1,53,01,133)	(1,25,41,673)
Current Tax	-	-
Deferred Tax	-	-
Prior period items	-	-
Profit /Loss for the year	(1,53,01,133)	(1,25,41,673)
Earnings per share (Rs.): Basic	(1.65)	(1.35)
Diluted	(1.65)	(1.35)

STATE OF AFFAIRS OF THE COMPANY

During the year under review, the company recorded the total Income of amounting Rs. Nil /- during the Financial Year 2021-22 as compared to Rs. 22,33,599/- in the previous financial year. The Net loss during the financial Year 2021-22 was Rs. 1,53,01,133/- as compared to net loss of Rs. 1,25,41,673/- in previous financial year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) tJ) 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 2021-22.

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 2021-22 till the date of report.

SHARE CAPITAL:

During the financial year 2021-22, there was no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. As on March 31, 2022, 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

Pursuant to Sections 92(3) and 134(3}(a) of the Act, the Annual Return (Form MGT-7) is available on the Companys website at the link: www.milestonefurniture.in.

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-1"

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2022, 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	2021-22(Rs.)	2020-21(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- II.

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 Boards 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:

- Ms. Arzoo (DIN:07022436) resigned from post of Independent Director w.e.f. October 06, 2021.

- Mr. GaneshKumar Sadanand Patlikadan (DIN: 06809407) resigned from post of Executive Director w.e.f. July 01, 2021.

- Ms. Kangan Dhamija, resigned from post of Company Secretary cum Compliance Officer of the Company w.e.f. May 21, 2021.

- Ms. Charu Aggarwal (M. No. 51227) was appointed as Company secretary cum compliance officer of the company w.e.f. 19.07.2021.

- Mr. Khushdeep Singh Mann (DIN 09192358) and Ms. Shareen Jacob (DIN 09190958) has appointed on the Board as Independent Director and Independent Woman Director respectively w.e.f. 19.07.2021.

- Mr. Vivek Yogeshwar Sonar (DIN 07735643) was appointed as executive additional director w.e.f.

19.07.2021.

- Mr. Vivek Yogeshwar Sonar (DIN 07735643) was re-appointed as Whole-time director w.e.f. 30.09.2021. 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. Vivek Yogeshwar Sonar 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 2021-22:

S. No. Date of Meeting	Board Strength	No. of Directors Present
1. 30.06.2021	4	4
2. 19.07.2021	6	6
3. 02.09.2021	6	6
4. 12.11.2021	5	5
5. 14.03.2022	4	4

MEETING OF INDEPENDENT DIRECTOR:

The Meeting of the Independent Directors was held on March 14, 2022.

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. Akash Vinayak Parte, Non-Executive, Independent Director (Chairman);

2. Ms. Arzoo, Independent Director (Member) (Till October 06, 2021).

3. Mr. Digambar Sudam Songhare, Managing Director (Member).

4. Mr. Vivek Yogeshwar Sonar, WTD (Member). (From July 19, 2021).

5. Mr. Ganesh Kumar Sadan, Executive Director, (Member). (Till July 01, 2021).

6. Mr. Khushdeep Singh Mann, Independent Director, (From July 19, 2021}

During the year under review, the Company held 5 Audit Committee meeting on 30.06.2021, 19.07.2021, 02.09.2021,12.11.2021,14.03.2022.

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. Akash Vinayak Parte, Non-Executive, Independent Director (Chairman);

2. Ms. Arzoo, Independent Director (Member) (Till October 06, 2021).

3. Mr. Digambar Sudam Songhare, Managing Director (Member).

4. Mr. Vivek Yogeshwar Sonar, WTD (Member). (From July 19, 2021).

5. Mr. Ganesh Kumar Sadan, Executive Director, (Member). (Till July 01, 2021).

6. Mr. Khushdeep Singh Mann, Independent Director, (From July 19, 2021)

During the year under review, the Company held 3 Nomination and Remuneration Committee meeting on

19.07.2021, 02.09.2021 and 12.11.2021.

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. Akash Vinayak Parte, Non-Executive, Independent Director (Chairman);

2. Ms. Arzoo, Independent Director (Member) (Till October 06, 2021).

3. Mr. Digambar Sudam Songhare, Managing Director (Member).

4. Mr. Vivek Yogeshwar Sonar, WTD (Member). (From July 19, 2021).

5. Mr. Ganesh Kumar Sadan, Executive Director, (Member). (Till July 01, 2021).

6. Mr. Khushdeep Singh Mann, Independent Director, (From July 19, 2021).

During the year under review, the Company held 4 Stakeholders Relationship Committee meeting on

30.06.2021, 02.09.2021,12.11.2011 and 14.03.2022.

INTERNAL COMPLAINT COMMITTEE:

The Internal Complaint Committee of the Company is constituted pursuant to the provision of Sexual Flarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act")

Composition of the Committee:

Name of Member	Designation in the Committee
Digambar Sudam Songhare	Presiding Officer
Mr. Ganesh Kumar Patlikadan	Presiding Officer
Mr. Akash Vinayak Parte	Member
Ms. Aarzoo	Member
Mr. Vivek Yogeshwar Sonar	Presiding Officer

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 thereunder, 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 9^th Annual General Meeting to be held in year 2023. 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 thereunder.

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 has appointed M/s Shivam Sharma

& Associates, Company Secretaries in Practice. The Secretarial Audit Report is annexed herewith as Annexure - III.

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 complied the provisions of the section 134 with respect to signing of financial.	The issue occurred due to nonavailability of concerned persons.
2.	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 assures that the same will be done before the date of AGM so that the mandatory compliances can be done.
3.	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.

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 Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year 2021-22.

INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys 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 noncompliances.

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 Companys 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 abovesaid 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 2021-22.

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 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: 01.10.2022