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Midas Infra Trade Ltd.

BSE: 531192 Sector: Financials
NSE: N.A. ISIN Code: INE290M01022
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VOLUME 100
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52-Week low 1.40
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Mkt Cap.(Rs cr) 17
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Midas Infra Trade Ltd. (MIDASINFRATRA) - Director Report

Company director report

TO THE MEMBERS

To

The Members

M/s Midas Infra Trade Limited

Your Directors have pleasure in presenting the 22nd Annual Report togetherwith the Audited Statement of accounts of the Company for the financial year ended March31 2016.

FINANCIAL RESULTS HIGHLIGHTS

(Amount in Rs.)

STANDALONE CONSOLIDATED
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Total Revenue 3420066 32132208 3432666 32155158
Profit Before Depreciation 635590 210037 623730 120740
Less: Depreciation 392553 62780 392553 62780
-Profit/(Loss) after depreciation 243037 147257 231177 (183520)
Less: Tax Expenses (397237) (3598352) (397237) (4591915)
Profit /(Loss) after Tax 640274 4739171 628414 4408395
Reserve and surplus 20267011 19626737 20109050 19295961

ECONOMIC SCENARIO

After liberalization of the economy in 1992 the Government of India has been quitesupportive of industry in general taking many steps over the years for the conducivegrowth of business. These measures favouring economic growth are being continuously takenby the Indian Government irrespective of the change in power. The Government of India isendeavouring to achieve GDP growth of more than 7% in the next 10 years. India'sinfrastructure performance in 2015-16 was better than the previous fiscal as productionof inputs including power steel coal and cement moved up.

After a rapid change in the Indian Market during the financial year 2015-16 there wasintroduction of Newly elected government at the centre and due to change spreading thepositive sentiments in the market regarding the new era and related to the variousindustries.The new government has ushered a new hope and developmentand vision to create arobust economy for India.

FUTURE OUTLOOK

The outlook of the economic growth across the globe with positive vibrations will fuela growth and demand recovery. At the present moment there is a lull in the market and themanagement is looking forward for changing situation in the global market. While optimismrears for new vigour and thrust like emphasis on colour ways and new designs it isexpected these changes will bring in positive response from the overseas buyers and willtrigger growth and profitability in due course of time.

DIVIDENDS

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquityShares for the financial year 2015-16.

OPERATIONS

The Sale of product during the year under review was Rs. 1674309 /- as against Rs.30796843/- in the previous year. Profit before tax and exceptional items improved by Rs.243037/- during the year under review as against Rs. 147257/- in the previous financialyear. The Profit after tax was Rs 640274/-during the year under review as against theRs. 4739171/- in the prevous financial year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs. 12.20 crores. During theyear under review the company has not issued any shares or any convertible instruments.

RESERVES

An amount of Rs. 640274/- has been transferred to General Reserve for the financialyear ended on 31st March 2016.

MATERIAL CHANGES AND COMMITMENTS

There was no change in the nature of the business of the Company and there were nomaterial changes and commitment affecting the financial position of the Company occurringbetween March 31 2016 and the date of this report.

CONSOLIDATED ACCOUNTS

The consolidated financial statements of the Company are prepared in accordance withprovisions of the Companies Act 2013 and relevant Accounting Standards issued by theInstitute of Chartered Accountants of India and form part of this annual report.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been as part of itscorporate philosophy company is always doing something for the betterment welfare andaspirations of the community.

FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3) (p) of the Companies Act 2013 read withRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) 2015 theBoard has carried out an annual performance evaluation of its own performance theDirectors individually and the Committees viz. Audit Nomination & Remuneration andStakeholders Relationship.

A structured questionnaire was prepared after taking into consideration the inputsreceived from the Directors covering various aspects of the Board’s functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance of specific duties obligation and governance.

A separate exercise was carried out to evaluate the performance of individual directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interests of theCompany and its minority shareholders etc. The performance evaluation of IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors at theirmeeting held separately. The Directors expressed their satisfaction with the evaluationprocess.

DEPOSITS

During the year under review the Company has not accepted any deposit falling withinthe meaning of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

The Company has not given any loan or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be furnished under section 134 (3) (m) of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 relating to Conservation ofEnergy Technology absorption and Foreign Exchange earnings and outgo is annexed in "Annexure A" herewith and forming part of this report.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all level.

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts/ arrangement/ transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on arm length basis.During the year the company has not entered into any contracts / arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. The prescribedform AOC-2 is enclosed as Annexure-B and forms part of the report.

DIRECTORS

Your board has a Non- Executive Chairman and the number of Independent Directors is onethird of the total strength of Directors. The composition of the board is in conformity ofClause 49 of the Listing Agreement. Your board of directors consist of the following Fivedirectors:

1. Mr. Rohit Kumar Singhal (Chairman Non Executive Independent) ;
2. Mr. Santosh Kumar Garg (Managing Director) ;
3. Mr. Nikhil Bansal ( Non Executive Non-Independent) ;
4. Ms. Rajni Grover ( Non Executive Independent) ;
5. Mr. Nimish Agarwal* ( Non Executive Independent)
6. Mr. Himanshu Agarwal** ( Non Executive Independent)

*ceased to be director w.e.f 01st April 2016.

** Appointed as director w.e.f 01st April 2016.

At the Annual General Meeting of the company held on 30th September 2016 Inaccordance with the provisions of Companies Act 2013 Mr. Nikhil Bansal is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment as director of the Company.Accordingly a resolution is included in theNotice of forthcoming Annual General Meeting of the Company seeking approval for hisappointment as director of the company.

Statement on Declaration given by the Independent Director

As required under Scetions 149(7) of the Companies Act 2013 all the IndependentDirectors have given their respective declarations that they meet the criteria ofIndependence as specified in section 149(6) of the companies Act 2013

The details of training and familiarization programme and Annual Board Evaluationprocess for Directors have been part of this report. The policy on Director’sappointment and remuneration including criteria for determining qualifications positiveattributes independence of Director and also remuneration for Key Managerial Personneland other employees also forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 the director state that to thebest of their knowledge and belief and according to the information and explanationsobtained by them:

a) That in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;.

b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;

c) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Directors have been prepared the annual financial statement on a goingconcern basis.

e) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

f) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has constituted a Nomination and Remuneration Committee and formulated thecriteria for determining the qualification positive attributes and independence of aDirector . The Nomination and Remuneration Committee has recommended to the board a policyrelating to the remuneration for Directors Key managerial Personnel and other employeesas required under Section 178(1) of the Companies Act 2013. The Criteria inter aliaincludes a person to be appointed on the board of the Company should possession inaddition to the fundamental attributes of Character and integrity appropriatequalifications skill experience and knowledge in one or more fields of engineeringbanking management finance marketing and legal aproven track record etc.

As required under the provisions of Sections 197(14) of the Companies Act 2013 theExecutive Director of the Company confirm that they do not receive any remuneration orcommission from any subsidiary of the Company.

BOARD EVALUATION

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.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

MEETING OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Eight(8) Board Meetings and four (4) Audit Committee Meetings were convened andheld. The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

COMPOSITION OF AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name Designation
Rohit Kumar Singhal Chairman
Nikhil Bansal Member
Nimish Agarwal* Member
Himanshu Agarwal** Member

*ceased to be a member of Committee w.e.f 01st April 2016.

** Appointed as a member of Committee w.e.f 01st April 2016.

NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Designation
Rohit Kumar Singhal Chairman
Nikhil Bansal Member
Nimish Agarwal* Member
Himanshu Agarwal** Member

*ceased to be a member of Committee w.e.f 01 April 2016.

** Appointed as a member of Committee w.e.f 01st April 2016.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The company is having a Stakeholders Relationship Committee comprising of the followingdirectors:

Name Designation
Rohit Kumar Singhal Chairman
Nikhil Bansal Member
Nimish Agarwal Member
Himanshu Agarwal** Member

*ceased to be a member of Committee w.e.f 01 April 2016.

** Appointed as a member of Committee w.e.f 01st April 2016.

SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES

As on 31st March 2016 the Company has two Wholly Owned Subsidiary namely:-

• Rao Steel Limited incorporated on 10th December 2013

Rao Steel Limited a wholly owned step down subsidiary of the company and is engaged toprovideheat and cold treatment of Iron steel roller and many shapes and sizes ofscrapsscrews etc .For the year under review Rao Steel Limited recorded revenue of Rs.11550. During the year the company Authorised share capital is Rs. 2500000 and its paidup Equity share capital is Rs. 2500000.

• Vesilot Exports Limited incorporated on 05th December 2013

Vesilot Exports Limited a wholly owned step down subsidiary of the company and thecompany did not undertake any business during the year under review. A Marginal profitrepresenting interest income was earned during the year

Pursuant to provisions of Section 129(3) and other applicable provisions of the Actread with Rules made thereunder a statement containing salient features of the financialstatements performance and financial position of each of the subsidiaries associates andjoint venture companies in Form AOC-1 is enclosed as Annexure - I to the standalonefinancial statements of the Company and hence not repeated here for the sake of brevity.Consolidated Accounts of its subsidiaries for the year under review has also been drawn inaccordance with applicable accounting Standards.

CONSOLIDATED FINANCIAL STATEMENT

As required under the Listing Agreements with the Stock Exchanges ConsolidatedFinancial Statements of the Company are attached. The consolidated Financial statementshave been prepared in accordance with Accounting standard 21 Accounting standard 23 andAccounting standard 27 issued by The Institute of Chartered Accountants of India and theprovisions of the Listing Agreement with the stock Exchanges forms part of this AnnualReport and showing the financial resources assets liabilities income profits and otherdetails of the Company and its subsidiaries as a single entity after elimination ofminority interest. The Auditor’s Report on the consolidated financial statement isalso attached. The same is unqualified.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the managing Director affirming the compliance with theCompanies Code of Conduct by the Director’s and senior Management for the FianancialYear 2015-16 as required under Clause 49 of the listing agreement form part of thisAnnual Report.The Board of Directors has approved a Code of Conduct which is applicable tothe Members of the Board and all employees in the course of day to day business operationsof the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company’s shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board Directors and the designated employees have confirmed compliance with thecode.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

M/S. GOYAL & KEDIA CHARTERED ACCOUNTANTS performs the duties of internal auditorsof the company and their report is reviewed by the audit committee from time to time. TheCompany has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets.

All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements. The internal auditor of thecompany checks and verifies the internal control and monitors them in accordance withpolicy adopted by the company. In each period whether productive or non-productive theCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of its business.

All internal Audit findings and control systems are periodically reviewed by the AuditCommittee of the Board of Director which provides strategic guidance on Internal Control

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2016

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as "ANNEXURE D"

AUDITORS AND THEIR REPORT

M/s DEEPAK I P AGARWAL & CO. Chartered Accountants who served as StatutoryAuditors of the company since a long time resigned from the position w.e.f. 30thSeptember 2016 expressing their inability to continue as the Statutory Auditors of theCompany. In their replacement M/s Moon and Company Chartered Accountants will beappointed as Statutory Auditors of the Company with approval of shareholders of thecompany by way of ordinary resolution passed in its Annual General Meeting.

The board recommends their appointment as statutory auditors of the company.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S B SHUBHANGI & ASSOCIATES COMPANY SECRETARY IN WHOLE TIME PRACTICE toundertake the Secretarial Audit of the Company.

The Secretarial Audit Report is annexed herewith as "Annexure E".

HUMAN RESOURCES

Your Company’s Human Resource agenda remained focused on reinforcing the keythrust areas; being the employer of choice on campus building an inclusive culture and astrong talent pipeline institutionalizing mission critical capabilities in theorganization driving greater employee engagement and continuing to focus on progressiveemployee relation policies.. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The company has always recognizedtalent and has judiciously followed the principle of rewarding performance.

BUSINESS RISK MANAGEMENT

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today’s challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors or practicing company secretariesregarding compliance of conditions of corporate governance as stipulated in Clause 49 ofthe Listing agreement shall be annexed with the report as Annexure F

PARTICULARS OF EMPLOYEES

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 employeesof the Company is part of Annual Report as Annexure B

The company has one Executive Director and due to financial constraints being faced bythe company he has forgone remuneration.

Further no sitting fees has been paid to any director during the year.

However as per the provisions of section 136 of the Companies Act 2013 the report andaccounts are being sent to all shareholders of the Company excluding the aforesaidinformation. Any shareholder interested in obtaining a copy of the particulars may writeto the Company’s Registered Office.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company’s Shares are listed.

Other Disclosure

The Directors confirm that during the financial year under review:-

• No significant and material order has been passed against the company by anyRegulator or court or Tribunal Which will impact the going concern status of theCompany’s operations;

• There was no issue of Equity Shares with differential rights as to dividendvoting or otherwise; there was no issue of shares (including Sweat Equity Shares) to theemployees of the Company under any scheme.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the services rendered bythe employees of the Company. They are grateful to shareholders bankers depositorscustomers and vendors of the company for their continued valued support. The Directorslook forward to a bright future with confidence.

CAUTIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion andAnalysis contain certain statements relating to the future and therefore are forwardlooking within the meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

Date: 01/09/2016 for and on behalf of the Board
Place: Delhi Midas Infra Trade Limited
Santosh Kumar Garg Rohit Kr. Singhal
(Managing Director) (Director)
DIN: 01490535 DIN: 02701658