Milgrey Finance & Investments Ltd Directors Report

Dear Valued Shareholders,

Your Directors have presented the 40th Annual Report on the performance of the Company together with the Audited Financial Statements for the year ended 31st March 2023.

Financial Highlights:

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

(Amount in Lakhs)

Particulars	FY 2022-23	FY 2021-22
Revenue from Operations and Other Income	0.006	9.062
Expenses	1.373	8.189
Profit (Loss) before Exceptional and Extra Ordinary Items and Tax	(1.367)	0.873
Less: Exceptional Items	0.00	0.00
Less: Extra Ordinary Items	0.00	0.00
Profit before Tax	(1.367)	0.873
Less: Current Tax	0.00	0.00
Less: Deferred Tax Liability	0.00	0.00
Profit after Taxation	(1.367)	0.873

Business Performance:

During the financial year 2022-23, the Companys revenue from operations is Rs. 0.006 Lakhs and incurred a Loss before tax is Rs. 1.367 Lakhs. There has been no change in the Business of the company during the financial year ended on 31st March 2023.

Dividend:

Due to loss incurred by the Company, your directors express their inability to recommend dividend for the year ended on 31st March, 2023.

Transfer to reserves:

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

Share Capital:

Authorized Share Capital:

The Authorized Share Capital of the Company as at 31st March 2023 was Rs. 2,00,00,000/- (Rupees Two Crore only) divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs. 10/- each.

Issued & Subscribed Share Capital:

As on the 31st March 2023, 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 issued the Convertible Equity Warrants at Rs. 16/- (Rupees Sixteen Only) per warrant Convertible into one equity share of Rs. 10/ - (Rupees Ten Only) each on receipt of 25% of total consideration to Promoter and Non-Promoter Category on 25th May, 2022.

Further, the Company 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.

Material changes and commitments during the year:

During the year under review, there have been no material changes and commitments affecting the financial position of the Company.

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

Public Deposits:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet for the Financial Year 2022-2023.

Particulars of loans, guarantees or investments made u/s 186 of the companies act, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements which also form part of this report.

Corporate Social Responsibility:

As per section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to our company. With the enactment of Section 1 35 of the Companies Act, 201 3 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, Every Company having the net worth of Rs.500 Crores or more turnover of Rs.1000 Crores or more or net profit of Rs.5 Crores or more during immediately preceding financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. In pursuance of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014. At present Corporate Social Responsibility provision is not applicable on our company as our company is outside the threshold limit of CSR as define by Companies Act, 201 3.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under sub-section (3)(m) of section 1 34 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable to our Company, as our Company has not carried out in the manufacturing activities. The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

Internal control systems and their adequacy:

The Company has appropriate systems for Internal Control. The systems are improved and modified continuously to meet with changes in business conditions, statutory and accounting requirements. The Companys internal control systems and procedures commensurate with the size and nature of its operations. These systems are designed to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized recorded and reported. High accuracy in recording and providing reliable financial & operational support is ensured through stringent procedures.

The Audit Committee of Board of Directors reviews the internal audit report, efficiency and effectiveness of internal control systems and suggests the solution to improve and strengthen. The Internal control system during the year and no material weakness in design or operation was observed. As per section of 1 34 and 143 of the Companies Act, The internal control system is supplemented by well documented policies, guidelines and procedures and reviews carried out by the Companys audit committee.

Audits of various departments are conducted as per the annual audit plan through internal auditors, who submit reports to the Audit Committee of the Board from time to time. The views of the statutory auditors are also considered to ascertain the adequacy of the internal control system.

Independent Directors Declaration:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013.

Familiarization Programme For Independent Directors

The details of the programme for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the company at www.milgrey.in The same has been reviewed by the board as per SEBI Listing Regulations, 2015.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed.

Companys policy on appointment and remuneration of Directors:

Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel. The appointments of Directors are made pursuant to the recommendation of Nomination and Remuneration Committee. The remuneration of Executive Directors comprises of Basic Salary and Perquisites and follows applicable requirements of the Companies Act, 2013. Approval of shareholders and the Central Government, if so required, for payment of remuneration to Executive Directors is sought, from time to time. A brief of the Policy on appointment and remuneration of Directors, KMP and Senior Management is uploaded on the Companys website at www.milgrey.in

Annual Listing Fees

The Company is regularly complying with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has its equity shares listed on BSE Limited. The Company has paid listing fees for the year 2022-23. The Company has also established connectivity with both depositories, NSDL and CDSL.

Board Evolution:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Listing Regulations, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors. The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role.

Directors and Key Managerial Personnel:

The Board composition is in conformity with the Listing Regulations, 2015 and the Companies Act, 201 3 (‘the Act). As on 31st March, 2023, the details of the Directors on the Board of the Company during the year ended on March 31, 2023 are set out in the table below:-

Sr. No.	Name of Directors and KMPs	Designation	Date of Appointment	Date of Resignation
1.	Mr. Mahendra Bacchawat	Managing Director	14th August 2018	-
2.	Mr. Abhay Gupta	Non-Executive Director	14th August 2018	-
3.	Mr. Nirdesh Shah	Independent Director	18th June 2018	-
4.	Mr. Manav Kumar	Independent Director	22nd August 2019	-
5.	Mr. Abhishek Sanga	Independent Director	22nd August 2019	-
6.	Ms. Neelam Pal	Non-Executive Director	06th April 2021	-
7.	Mr. Bhim Chaudhary	Chief Financial Officer	22nd August 2020	-
8.	Mr. Assem Mahajan	Company Secretary & Compliance Officer	5th July 2021	22nd May, 2023

Changes in Directors & KMPs:

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 201 3, Mr. Abhay Narain Gupta will retire by rotation at the AGM and being eligible, has offered himself for re-appointment. Your Board has recommended his re- appointment.

Changes in Board of Directors:

During the year under review, there is no change in the composition of the Board of Directors of the Company.

Changes in KMPs:

During the year under review, Mr. Assem Mahajan, Company Secretary & Compliance Officer of the Company has tendered his resignation w.e.f. 22nd May, 2023.

Human resources Management:

The Human Resources Management (HRM) function has driven changes in the way Human Resources (HR) are managed and developed, striking a balance between business needs and individual aspiration. It focuses on improving the way of work culture, employee engagement, productivity, work-life balance in an effective and efficient way. Your Company took multiple actions to keep the workforce engaged. The HR Department is continuously looking at expanding opportunities for the employees growth. The broader our employees experience, education and background, the more diverse their opinions and insights, the deeper your Companys collective understanding grows. This results in a collaborative environment which respects individual needs and promotes ongoing development of the Company.

Vigil Mechanism And Whistle Blower Policy

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 201 3, Regulation 22 of the Listing Obligation and Disclosure Requirements, 2015. This Vigil Mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company has been denied access to the Audit Committee.

Particulars of Employees:

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. Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure-I".

Board meetings:

The Board meets at least once a quarter to review the quarterly/half yearly/yearly results and other items on the agenda. Additional meetings are also held when necessary. During the reporting period Six (8) Board Meetings were convened and held on 05th April, 2022, 25th May, 2022, 30th May, 2022, 12th August, 2022, 05th September, 2022 and 10th November, 2022, 27th March , 2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Independent Directors Meeting:

During the year under review, Independent Directors met on 10th November, 2022, 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.

Subsidiaries, joint ventures and associate companies:

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

Particulars of contracts or arrangements made with related parties:

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 in prescribed Form AOC - 2 is annexed herewith at "Annexure - II".

Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention. Prohibition And Redressal) Act. 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 201 3 and the rules framed thereunder. The Company has not received any sexual harassment related complaints during the year 2022-23.

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

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

Directors Responsibility Statement:

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

• In preparation of the annual accounts for the financial year ended on 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• 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 31st March, 2023 and of the profit of the Company for that period;

• 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;

• The directors had prepared the annual accounts on a going concern basis; and

• 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.

• 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.

Committees of the Board:

The Company has duly constituted the Committees required under the Companies Act, 2013, read with applicable rules made thereunder and the SEBI Listing Regulations, 2015. The Committees of the Board formed are as under:

i. Audit Committee;

ii. Stakeholders Relationship Committee;

iii. Nomination and Remuneration Committee.

The details with respect to the composition, powers, roles, terms of reference, Meetings of all the relevant committees are provided in the report on corporate governance of the Company which forms part of this Annual Report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

Auditors and their reports:

Statutory Auditors:

M/s. A.K. Kocchar & Associates, Chartered Accountants, (FRN. 12041 0W), had been appointed as Statutory Auditors of the Company at the Annual General Meeting ("AGM") held on 27th September, 2019 till the conclusion of the AGM to be held in the year 2023.

M/s. A.K. Kocchar & Associates vide its letter dated 11th May, 2023 has tendered their resignation as the Statutory Auditors of the Company, resulting into a casual vacancy in the office of the Statutory Auditors of the Company.

Pursuant to Section 1 39(8) of the Companies Act, 201 3 ("the Act"), the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on 20th July, 2023 accepted the resignation of M/s. A.K. Kocchar & Associates and after obtaining the consent under Section 139(1) of the Act, M/s. Mohandas & Co. Chartered Accountants as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. A.K. Kocchar & Associates with effect from August 07 till the conclusion of this 40th AGM, subject to the approval by the Members at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

M/s Mohandas & Co have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141 (3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Board has duly examined the Report issued by the existing Statutory Auditors of the Company on the Accounts for the financial year ended March 31st, 2023. The notes on Accounts, as presented in this Annual Report, are self-explanatory in this regard and hence do not call for any further clarification. Further, the report of the Statutory Auditors along with notes to Schedule is enclosed to this report.

The Auditors Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board had appointed CS Laxminarayan Krishnamoorthy, Practicing Company Secretary (Membership No: F2358 & COP No: 6885), as the Secretarial Auditor of the Company. Report of the Secretarial Auditor has been annexed as "Annexure - III" to this Report.

With regard to the observation in secretarial audit report it is clarified as under:

6.1 Observation regarding non filling of form SH-7on increase of authorized share capital Due to oversight the filling remained pending, the company has initiated necessary actions in this regards.

a) The observations in paras a and b in the secretarial audit report are self explanatory it does not required further comments.

Reporting of frauds by Auditor:

During the year under review, the Statutory Auditor and the Secretarial Auditor have not reported any instances of frauds committed by the Company by its officers or employees to the audit committee under section 143(1 2) of the Companies Act, 2013, details of which needs to be mentioned in the Annual Report.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT - 9, as required under Section 92 of the Companies Act, 201 3is annexed herewith marked as "Annexure - IV" to this Report.

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 on 31st March 2023.

Risk management:

Your Company continues to focus on a system based approach to business risk management. The Company has in place comprehensive risk assessment and minimization procedures, which have been reviewed by the Board periodically. Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. The Company has duly approved a Risk Management Plan. The objective of this Policy is to have a well- defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritization of risks affecting the Company in the short and foreseeable future.

The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. Risk Management Plan is available on the website of the Company at www.milgrey.in The Company has developed and implemented a risk management plan and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company. Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as finance & taxation, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, health, safety and environment.

Management Discussion And Analysis

Pursuant to Regulation 34(2)(e) read with paragraph B of Schedule V of the SEBI Listing Regulations, 2015, the detailed Management Discussion and Analysis report is given in "Annexure-V" to this report.

Corporate governance:

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Corporate Governance provisions are not applicable to your Company. However, the Company thinks that it a good practice to follow the governance to increase the stakeholders trust and provide you with a separate Report on Corporate Governance. The said report forms part of this Annual Report as "Annexure- VI" and also contains certain disclosures required under the Companies Act, 2013.

Acknowledgements:

Your Directors acknowledge each and every employee of the Company as well as those who work with us across the value chain for their unstinting support and hard work in the service of our Company. 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 all shareholders, clients, Banks, Government and regulatory authorities and stock exchange.

By and on behalf of the Board of Directors of Milgrey Finance and Investments Limited
Sd/-	Sd/-
Mahendra Bachhawat	Abhay Gupta
Managing Director	Director
DIN: 07547289	DIN:02294699
Place: Mumbai
Date: 31.08.2023