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Mid India Industries Ltd.

BSE: 500277 Sector: Industrials
NSE: MIDINDIA ISIN Code: INE401C01018
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Mid India Industries Ltd. (MIDINDIA) - Director Report

Company director report

To

Members of

MID INDIA INDUSTRIES LIMITED

Your Directors are pleased to present the 25th Annual Report on the business andoperation of the Company together with the Audited Financial Statements for the year endedMarch 31 2016.

1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

The performance highlights and summarized financial results of the Company are givenbelow:

Particulars Year ended 31st March 2016 Year ended 31st March 2015

(Rupees in Lakhs)

Total Income 2321.87 2926.44
Total Expenditure 2407.28 2911.65
Profit/Loss before tax (85.41) 14.79
Provision for Tax Current Tax 0.00 2.96
Deferred Tax 0.00 0.00
Profit/Loss after tax (85.41) 11.83
Surplus Carried to Balance Sheet (85.41) 11.83
Paid up Equity Share Capital 1630.00 1630.00
Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) (0.52) 0.07

The company is engaged in manufacturing of cotton yarn. During the financial yearcompany has made total income of Rs. 2321.87 Lakhs in comparison to previous year's totalincome of Rs. 2926.44 Lacs which has been decreased 20.67% and incurred net loss of Rs.85.41 lacs and in comparison to previous year company earned profit of Rs. 11.83 Lacs.

1.2 OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year 2015-16 the Company's operating margins were not up to mark. Howeverit has continued with its long term business strategy of investing in modernization offacilities in Yarn Divisions increasing emphasis on Product development and expandingdistribution systems. Your Company has made focused effort in improving product qualitylowering operating costs improving operating efficiency.

1.3 CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company.

1.4 SHARE CAPITAL

The Paid-Up Equity Share Capital as at 31st March 2016 stood at 16.30 Crores. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock option or sweat equity shares. As on 31st March 2016 none ofthe Directors of the company hold instruments convertible into equity shares of theCompany.

2. EXTRACT OFANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as ANNEXURE - A and forms anintegral part of this Report.

3. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEES & AGM

The details of the number of meetings of the Board and its committee held during theFinancial Year 2015-16 forms part of the Corporate Governance Report. Further Annualgeneral meeting of the Company for financial year 2014-15 was held on 28th September2015.

4. DIVIDEND

Due to loss in financial year 2016 and accumulated losses in earlier years yourdirectors regret to recommend any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES

During the year under review no amount was transferred to reserve

6. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

7. UNSECURED LOAN FROM DIRECTORS

The Company has not received any unsecured loan from director during the financialyear.

8. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

During the financial year ended on 31.03.2016 the Company did not have any subsidiaryjoint venture or associate company.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Members at their 24th annual general meeting held on 28th September 2015 approved theappointment of Smt. Deepika Gandhi as an independent women Director of the Companypursuant to Section 149 of the Companies Act 2013 and Mr. Sanjay Singh as a Managingdirector of the Company pursuant to Section 196 of the Companies Act 2013 for a term offive consecutive years.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Pradeep Ganediwal Director retires by rotationat the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.

During the year under review there was no change in the Board of Directors of theCompany. The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

1. Mr. Sanjay Singh Managing Director

2. Mr. Shailendra Agrawal Company Secretary and Compliance officer

3. Mr. Om Prakash Dhanotiya Chief Financial officer

DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified for holding office as director.

10. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfil the criteria of independence as prescribed under sub-section(6) of section 149 of the Companies Act 2013 and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures in adoption of these standards;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

12. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been referredin Corporate Governance Report and also available on website of the Company http://www.midindiaindustries.com/images/Familiarization_Programme_for_Independent_Directors.pdf

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year as on 16th March 2016. The Meetingwas conducted in an informal manner without the presence of the Chairman the ManagingDirector the Non-Executive Non-Independent Directors and the Chief Financial Officer.

14. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee with Shri Rakesh Kumar Jain (chairman) Mr.Aneet Jain and Smt. Deepika Gandhi as Members. The recommendations of the Audit Committeewere duly approved and accepted by the Board during the year under review.

The other Committees of the Board are :

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Report.

15. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES

The Board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (“SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by theNomination and Remuneration committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments.

16. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186

The Company has not provided any loans and guarantees pursuant to section 186 of theCompanies Act 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered any related party transactions during the financial year;hence provisions of Section 188 of the Companies Act 2013 are not attracted. Thusdisclosure in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web- link of the same has been provided in theCorporate Governance Report. None of the Directors has any pecuniary relationship ortransactions vis-a-vis the Company.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under subsection (3) (m) of section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :

(A) Conservation of Energy

The steps taken or impact on conservation of energy :

(i) Adequate measures have been initiated to reduce energy consumption wherevernecessary.

(ii) The company makes ongoing study to identify and implement energy saving system toreduce energy consumption and cost of production.

(iii) Maintenance of machines as per schedule.

(iv) Energy conservation is on going process in our company . Continues monitoring planning development and modification for energy conservation are done at the plant.

(v) The capital investment on energy conservation equipment's: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption : Not Applicable.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution : Not Applicable.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.

(iv) Company has not incurred any expenditure on Research and Development during theyear under review.

Foreign Exchange earning/outgo ( Rs. In Lacs)

(a) Foreign Exchange earned Year ended 31/03/2016 Year ended 31/03/2015
(i) Sales 71.01 407.04
(ii) Other Activities 0.00 3.74
(b) Foreign Exchanged used
(i) Purchase of Raw Material 23.00 0.00
(ii) Other Activities 0.00 0.00

19. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOTHE FINANCIAL STATEMENTS

Your company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Thecompany's internal control system is commensurate with its size scale and complexities ofits operations; the internal and operational audit is entrusted to M/s. Kaushal &Agrawal Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.

The audit committee of the board of directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The company has a robust management information system which is an integral part ofthe control mechanism.

The audit committee of the board of directors statutory auditors and the businessheads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of director. Significantaudit observations and corrective actions taken by the management are presented to theaudit committee of the board. To maintain its objectivity and independence the internalaudit function reports to the chairman of the audit committee. Report of statutoryauditors for internal financial control system is part of Audit Report.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Provisions of section 135 of the Companies Act 2013 does not apply to the Companytherefore Company has not constituted Corporate Social responsibility (CSR) committee asrequired under the Act.

21. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. The Nomination and Remuneration Policy of thecompany is annexed as ANNEXURE-B and forms an integral part of this report.

The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended up to date is annexed as ANNEXURE - C and forms an integral part of thisReport

None of the employee of the company is drawing more than Rs.10200000/- per annum orRs.850000/- per month for the part of the year during the year under review thereforeParticulars of the employees as required under Section 197 of Companies Act 2013 readwith rule 5 (2) & rule 5 (3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not applicable during the year under review.

Further Company did not have any holding or subsidiary company therefore receipt of thecommission or remuneration from holding or subsidiary company of the company as providedunder section 197 (14) of Companies Act 2013 is not applicable.

22. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the practicing CompanySecretary confirming compliance forms an integral part of this Report.

23. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. Thedetails of establishment of the reporting mechanism are disclosed on the web link of theCompany http://www.midindiaindustries.com/images/513455522_Whistle_Blower_Policy.pdf. No Person has been denied access to the Audit Committee.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

25. AUDITORS

25.1 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. L.N. Joshi & Company Practicing Company Secretary to undertake as theSecretarial Auditor of the company. The Secretarial Audit report is annexed as ANNEXURE-Dand forms an integral part of this Report.

EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS

The Secretarial audit report does not contain any qualification reservation or adverseremark.

25.2 STATUTORY AUDITORS

M/s. KVNG & Associates Chartered Accountants have resigned from the post ofstatutory Auditors with effect from 4th August 2016. In order to conduct the Audit for2016-17 as per the provisions of Sec. 139(8) of the Companies Act 2013 the board hasappointed M/s. C Lasod & Associates Chartered Accountants (Firm Registration No.006842C) as statutory auditors to fill the casual vacancy caused by the resignation ofM/s. KVNG & Associates Chartered Accountants . The appointment of M/s. C Lasod &Associates Chartered Accountants as statutory auditors is subject to the approval of theshareholders.

Your board seeks approval of the appointment of statutory auditors for the year 2016-17at the item no. 3 set out in the Notice of Annual General Meeting and also proposes toappoint M/s. C Lasod & Associates Chartered Accountants as statutory auditors of thecompany from the conclusion of this Annual General Meeting until the conclusion of 30 thAnnual General Meeting of the Company subject to ratification by shareholders at everysubsequent annual general meeting of the company.

The written consent and a Certificate to the effect that their appointment if madewould be in accordance with the conditions as prescribed under the Act has been receivedby the company.

Your board recommends appointment of statutory auditors for 5 years (from 25th AGM to30 th AGM ) as set out in item no. 4 in the Notice of Annual General Meeting.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer.

Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub-section (12) of section 143 of Companies Act 2013.

25.3 COST AUDITORS

The Company does not falls within the provisions of section 148 of Companies Act 2013read with Companies (Cost records & Audit) Rules 2014 therefore no such recordsrequired to be maintained and company was not required to appoint cost Auditor for theFinancial year 2015-16.

25.4 INTERNAL AUDITOR

The Board has appointed M/s Kaushal & Agrawal Chartered Accountants Indore asInternal Auditor of the company and takes his suggestions and recommendations to improveand strengthen the internal control systems. His scope of work includes review ofoperational efficiency effectiveness of systems & processes compliances andassessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.

26. CODEOFCONDUCT

The Company has laid down a code of conduct for all Board members and senior managementand independent directors of the Company. All the Board members including independentdirectors and senior management personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.

27. MD/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2016 and same was reviewed by theBoard of Directors and is annexed to the Corporate Governance Report.

28. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

Your Company has adopted the code as per SEBI (Prohibition of Insider Trading)Regulations 2015 which has been effective from 15 th May 2015. The Details of the saidcode is available on website of the Company i.e www.midindiaindustries.com

29.STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Board of Directors has adopted risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.

30. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the companyhave occurred during the financial year to which the financial statements relate and thedate of this Board's report. However Board of Directors of the company in their meetingheld on 6th August 2016 appointed M/s. C Lasod & Associates Chartered Accountant asStatutory Auditor subject to approval of members in ensuing Annual General Meeting.

31. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy required conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

32. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.

33. LISTING OF SHARES

Company shares are listed on Bombay Stock Exchange Limited only. The company has paidannual listing fee for financial year 2016-17. Further Delhi stock exchange has beenderecognized by Securities Exchange Board of India (SEBI) therefore considered as delistedfrom Delhi Stock Exchange Limited.

34. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 31 2016.

35. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Service (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid.

36. INDUSTRIAL RELATIONS

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review. Your Directors record their appreciation for all the effortssupport and co-operation of all employees extended from time to time.

37. AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY

At the 24th Annual General Meeting held on 28th September 2015 based on the approvalof the Members the Company adopted new Articles of Association which had been streamlinedand aligned with the Companies Act 2013 and Rules made there under.

38. ACKNOWLEDGMENT

The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by the investors stakeholders Banks and otherregulatory authorities.

Place: Indore For and on behalf of the Board of Directors
Date: 13th August 2016 MID INDIA INDUSTRIES LIMITED
Sanjay Singh Rakesh Kumar Jain
Managing Director Director
DIN 01548011 DIN 01548417

Annexure-B

NOMINATION AND REMUNERATION POLICY

PREAMBLE

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the regulation 19 of SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 as amended from time to time.This policy on nomination and remuneration of Directors Key Managerial Personnel andSenior Management has been formulated by the Nomination and Remuneration Committee (NRC orthe Committee) and has been approved by the Board of Directors.

CONSTITUTION OF COMMITTEE

The board has constituted the Nomination and Remuneration Committee of the Board. Thisis in line with the requirement under Companies Act 2013 (ACT)

The Board has authority to reconstitute this committee from time to time.

OBJECTIVE

The objective of the policy is to:-

1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

2. Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of Directors key managerial personnel and other employees.

3. Formulation of criteria for evaluation of Independent Director and the Board.

4. To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.

5. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.

6. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

7. To Implement and monitor policies and processes regarding principles of corporategovernance.

APPLICABILITY

a) Directors (Executive and Non Executive)

b) Key Managerial Personnel

c) Senior Management Personnel

DEFINITIONS

"Act" means the Companies Act 2013 and Rules framed there under asamended from time to time.

"Board" means Board of Directors of Mid India Industries Limited .

"Directors" means both Executive and Non Executive Director of the MidIndia Industries Limited.

"Key Managerial Personnel" means

I. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

II. Chief Financial Officer;

III. Company Secretary; and

IV. Such other officer as may be prescribed.

"Senior Management" means Senior Management means the personnel of thecompany who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive directors includingthe functional heads. Unless the context otherwise requires words and expressions used inthis policy and not defined herein but defined in the Companies Act 2013 as may beamended from time to time shall have the meaning respectively assigned to them therein.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.

2. A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

TERM / TENURE

Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years or three years as casemay be. No re-appointment shall be made earlier than one year before the expiry of term.

Independent Director

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector/ whole-time Directors.

2. Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management:

A. The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

B. The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

C. The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

AMENDMENTS TO THE CODE:

From time to time the Board may amend certain provisions of the Code depending on thelegal and other requirements or for a bona fide purpose.

This code is subject to review from time to time.

Annexure C

1. Information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and

Remuneration of Managerial Personnel) Rules 2014

(I). The Ratio of remuneration of each Director to the median remuneration of all theemployees of the Company for the financial year:

S.No Name of Director Ratio to median Remuneration
1. Sanjay Singh 0:1

(II). The percentage increase in the remuneration of each Director CFO & CompanySecretary in the financial year 2015-16 is as follows:

(Amount in Rs.)

S.No Name of Person Designation % Increase in Remuneration
1. Sanjay Singh Managing Director 0
2. Om Prakash Dhanotiya CFO 0
3. Shailendra Agrawal Company Secretary 0

(III) .The Percentage increase in the median remuneration of all employees in thefinancial year:

During the year there was 19.91% increase in the median remuneration of all employeesin comparison to previous year.

(IV) . The Number of permanent employees on the rolls of the Company:

Total Number of employees: 174 (One hundred seventy four)

(V) . Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial person in 2015-16is 10.46%. There was no change in managerial remuneration for the year ended 31st March2016.

(VI). The key parameters for any variable component of remuneration availed by thedirectors:

Not Applicable

(VII). Affirmation:

The Company affirms remuneration is as per remuneration policy of the Company.

2. Statement showing name of top ten employees in terms of remuneration drawn (as persub rule 3 of Rule 5 Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time to time

s. No. Name Designation Remuneration Nature Qualification Exp. in Years DOJ Age Last Employement More than 2% Shares Relatives
1. Shailendra Agrawal Company Secretary 530000 Permanent CS 6 01.05.2014 36 Flexituff International Ltd. 0 N.A.
2. Ashwin Bhardwaj Unit Head 510000 Permanent B.Tech 10 04.19.2015 38 Avanti Bloomer 0 N.A.
3. Lokesh Gill Spinning Master 438000 Permanent B.A. 20 09.01.2012 48 First Job in this company 0 N.A.
4. Mayank Gupta Spinning Master 266702 Permanent B.Tech 7 08.01.2014 37 Hind Syndicate 0 N.A.
5. Bhawani Shankar Soni Manager 256812 Permanent B.A. 36 05.17.1993 57 B.K. Costing Pvt. Ltd 0 N.A.
6. Omprakash Dhanotiya CFO 225120 Permanent M.Com 24 04.01.2004 48 Mid India International Ltd. 0 N.A.
7. Shiv Muni Electrical Engineer 220200 Permanent Diploma in Electricals 36 09.01.1993 57 Indorama 0 N.A.
8. Lalit Prasad Pant Supervisor 192489 Permanent B.A. 22 12.01.2010 52 Mafatlal 0 N.A.
9. Anil Kumar Pancholi Acc. Officer 126000 Permanent B.Com 21 10.01.1994 50 Rama Fastfe 0 N.A.
10. Chetan Singh Accountant 180000 Permanent B.Com 8 01.01.2008 31 First Job in this company 0 N.A.