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Midland Polymers Ltd.

BSE: 531597 Sector: Industrials
NSE: N.A. ISIN Code: INE046M01028
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Midland Polymers Ltd. (MIDLANDPOLYMERS) - Director Report

Company director report

Dear Stakeholders

Your Directors are pleased to present before you the 23rd Annual Report ofthe company for the year ended 31st March 2015.

Financial Results Standalone Figures

Particulars For the Year For the Year Ended
Total Revenue 39.79 87.32
Total Expenditure 29.24 42.77
Profit before tax 10.55 44.52
Provision for Tax(lncluding Deferred tax) 2.08 8.53
Mat Credit 8.23 3.33
Net Profit/(Loss) aftertax 16.84 39.43

REVIEW OF OPERATIONS

There has been an all round slump in the Global market. This has adversely affected ouroperations in the current year. However your company has managed to earn a net profitafter tax Rs. 39.79 Lacs. Your Directors are pleased to inform you that effective stepsare being taken by the management to resume the Manufacturing operations of the Company assoon as possible.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view thefuture fund requirements of the Company your directors do not recommended any dividendfor the financial year ended March 31 2015.

Share Capital

The paidup equity share capital of the company as on 31st March 2015 is Rs 135874700divided into 135874700 equity shares of Rs 1 each and there is no change in the capital ofthe company during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forming part of this report as required underClause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separatelyto this Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act 2013 and the Articles ofAssociation of Company Mr. S N Rathi Director of the Company who shall retire by rotationat the forthcoming Annual General Meeting of the Company and being eligible to offerhimself for the re-appointment.

During the year under review Mrs. Usha Rathi has been appointed as the additional nonexecutive Independent Woman director of the Company by the Board of Directors in theirmeeting held on 31st March 2015 and her office shall be determined at thisAnnual General meeting and the Company has received the requisite Notice in writing from amember proposing the appointment of Mrs. Usha Rathi as the Non Executive Independent WomanDirector of the Company in the ensuing Annual General Meeting.

The Independent Directors were appointed as the directors liable to retire by rotationunder the provisions of the Companies Act 2013 Under Section 149(11) of the CompaniesAct 2013 states that no Independent Director shall be eligible for more than twoconsecutive terms of five years. Section 149(13) states that the provisions ofretirement by rotation as defined in 152(6) and (7) of the Act shall not apply tosuch Independent Directors.

Brief resume of Director proposed to be appointed nature of their experience in theirspecific functional areas name of the Companies in which they hold directorship andmembership / chairmanship of the Board Committees Shareholding as stipulated under Clause49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

e) they have laid down internal financial controls in the company that are adequate andwere operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

Composition:

At present the Board of Directors is balanced one and is comprised of Five directorsnamely Mr. Aditya Phanse Prof. Chain Singh Barla Mr. Dinesh KumarGund Mr. S. N. Rathiand Mrs Usha Rathi.

The composition of the Board as on 31st March 2015:

Name Category
Mr. Aditya Phanse Managing Director
MrS N Rathi Non Executive Director
Mr. Dinesh KumarGund Independent Director
Prof. Chain Singh Barla Independent Director
Mrs Usha Rathi Independent Director

BOARD MEETING

During the financial year ended March 31 2015 06 Meetings of the Board of Directorswere held as against the minimum requirement of 4 times. None of the two Board Meetingshave a gap of more than 120 days between them.

The dates of meetings and the number of directors present therein are mentioned below:

Sr. No. Date
1. 30.05.2014
2. 14.08.2014
3. 28.08.2014
4. 13.11.2014
5. 13.02.2015
6. 31.03.2015

AUDITORS:

i) Statutory Auditors:

The Auditors M/s. Lokesh Vyas & Co. Chartered Accountants Inodre retire at thisAnnual General Meeting and the company has received a certificate from the auditors theeffect that their appointment as auditors will be in accordance with the provisions ofCompanies Act 2013 and the members are requested to approve their appointment asStatutory Auditors for the year 2015-16.

ii) Cost Auditors:

Cost Audit is not Applicable

iii) Secretarial Audit:

According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by MrYKoteswaraRao Practicing Company Secretary inPractice is enclosed as a part of this report.

AUDIT OBSERVATIONS :

Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory.

LISTING OF SHARES AND SUSPENSION

The Equity Shares of the Company are listed on BSE Limited Delhi Stock ExchangeLimited and Madhya Pradesh Stock Exchange Limited and the company has paid all the listingfees to the BSE LTD. The Company Shares are suspended from trading w.e.f 04thMarch 201S by BSE LTD vide their letter BSE letter No. L/DOSS/KM/INV/COM/531597/1 dated27-02-2015 and the company has submitted its protest by way of a letter to the Exchange tolift the suspension and allow trading for the benefit of the Stake Holders of the company

SUBSIDIARY COMPANY

Your Company is holding 900000 equity shares of M/s Protect Nature Pvt Ltd("PNPT") (97.26% holding of "PNPT") a company engaged in the businessof Agro food products production and process including forward and backward integrationincluding manufacturing of fertilizers. Pursuant to the said acquisitions PNPT becamesubsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial statements have been prepared by the Company pursuant toClause 32 of the Listing Agreement entered with the Stock Exchanges and relevantprovisions of companies Act 2013. The Consolidated Financial Statement and Auditors'Report thereon forms part of the Annual Report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry ofCorporate Affairs vide its circular no. 17/2011 dated 21st April 2011 allmembers who are holding shares of the Company in physical mode are requested to registertheir e-mail IDs with the Company so as to enable the company to send all notices/reports/documents/ intimations and other correspondences etc. through e-mails in theelectronic mode instead of receiving physical copies of the same.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules

2014 is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

CORPORATE SOCIAL RESPONSIBILITY (CSR) is not applicable to your company.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors KeyManagerial Personnel (KMP) or their relatives which could have had a potential conflictwith the interests of the Company. Transactions with related parties entered by theCompany in the normal course of business are periodically placed before the AuditCommittee for its omnibus approval and the particulars of contracts entered during theyear as per Form AOC-2 is enclosed as Separate Annexure.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and dause49ofthe Listing Agreement.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 as on 31stMarch 2015 is annexed herewith as Separate Annexure.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted any Fixed deposits from the public.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

S. No Name Designation Remuneration paid FY 2014-15 '. lakhs Remuneration paid FY 2013-14 '. lakhs Increase in remuneration from previous year lakhs Ratio/Times per Median of employee Remuneration
1 Mr. ADITYA PHANSE Managing director and CFO NIL 1.20 NIL NIL

PERSONNEL

None of the Directors/employees are in receipt of remuneration limits prescribedpursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and hence the details of such Directors/employees arenot attached herewith.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance for the year under review as stipulatedin Clause-49 of the Listing Agreement with the Stock Exchanges has been attached as partof this annual report.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Multinational Companies operating in India and AbroadBankers Material Suppliers Customers and Shareholders for their continued support andguidance.

The Directors wish to place on record their appreciation for the dedicated efforts putin by the Engineers and Employees of the Company at all levels.

Date 04-09-2015 By Order of the Board of Directors
Place Indore (M.P) Midland Polymers Limited
Sd/-
Aditya Phanse Managing Director DIN
06644440