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Mid India Industries Ltd.

BSE: 500277 Sector: Industrials
NSE: MIDINDIA ISIN Code: INE401C01018
BSE 00:00 | 22 Mar 9.89 0.47
(4.99%)
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NSE 05:30 | 01 Jan Mid India Industries Ltd
OPEN 9.89
PREVIOUS CLOSE 9.42
VOLUME 8130
52-Week high 46.45
52-Week low 5.03
P/E 19.39
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.89
CLOSE 9.42
VOLUME 8130
52-Week high 46.45
52-Week low 5.03
P/E 19.39
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mid India Industries Ltd. (MIDINDIA) - Director Report

Company director report

To

The Members

Mid India Industries Limited Mandsaur (M.P.)

Your Directors have the pleasure of presenting the 31st Annual Report on thebusiness and operations of the Company together with the Audited Financial Statement ofyour company for the year ended 31" March 2022.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS

The financial statements of the Company for the financial year ended March 31 2022have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notifiedby the Ministry of Corporate Affairs and as amended from time to time.

The Company's performance during the financial year ended March 31 2022 as compared tothe previous financial year is summarized below:

(Amount in Thousands except EPS)

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Total Income 190131.89 16634.98
Total Expenditure 182283.55 19188.81
Profit/(Loss) before exceptional items and tax 7848.34 (2553.83)
Exceptional Item 32.60 55.00
Profit/(Loss) before tax 7880.94 (2498.83)
Provision for Tax Current Tax 1229.43 0.00
Deferred Tax 1458.16 0.00
Profit/(Loss) after tax 5193.35 (2498.83)
Other comprehensive Income ( Net of Tax) 31.20 0.00
Total Comprehensive Income 5224.55 (2498.83)
Paid up Equity Share Capital 163000.00 163000.00
Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) 0.32 (0.15)

1.2 OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the Financial year under review Company has started trading in heavy plantmachinery and spare parts business and achieved total income of Rs. 1901.32 lacs for thefinancial year ended March 31 2022 as against Rs. 166.35 lacs in the previous year.Further during the financial year company has earned net profit before comprehensiveincome of Rs. 51.93 lacs in comparison to previous year incurred net loss of Rs. 24.99lacs.

Due to continued heavy losses and outdated machineries your company has stoppedmanufacturing process and leased out Factory Plant & Machinery of the Company in theyear 2018-19 for the purpose of generation of Revenue owing to market situation anduncertain cash flows from the business.

1.3 ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 as amended from time to time theAnnual Return of the Company for Financial Year 2021-22 is available on the Company'swebsite at weblinkhttps://www.midindiaindustries.com/_files/ugd/6b2668_b26b5c2735cd4b8eae601027b19e3a43.pdf

1.4 CHANGE IN NATURE OF BUSINESS:

Members are aware that Company was primary engaged in the business of manufacturerstockists import export spinners ginners weavers of all products and merchandizerelated to yarn synthetics and textiles including cotton linen hemp jute silkmanmade synthetic fibers synthetic yarn. Further your Board of Directors have decided todiversify the business activities and to focus on business of whole sale trading all typesof goods for which members have given their approval in previous Annual General Meetingheld on 20th September 2021; for which company has received approval fromRegistrar of Companies on 1st October 2021.

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

The Board met Five (5) times during the FY 2021-22 the details of which are given inthe Corporate Governance Report forming part of the Annual Report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Information on the Audit Committee the Nomination and Remuneration Committee and theStakeholders Relationship Committee and meetings of those Committees held during the yearis given in the Corporate Governance Report.

Further Annual General Meeting of the Company for financial year 2020-21 was held on20"' September 2021.

3. DIVIDEND

Due to inadequate profit and accumulated losses of earlier years your Directors regrettheir inability to recommend any dividend for the financial year under review.

4. AMOUNTS TRANSFERRED TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for F.Y.2021-22 appearing in the Statement of Profit and Loss Account. Accordingly your companyhas not transferred any amount to General Reserves for the year ended 31" March2022.

5. 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.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OFTHE ACT:

Not applicable since company has not accepted any deposits the question does not ariseregarding non compliance with the requirements of Chapter V of the Act.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:

Pursuant to Section 2(31) of the Companies Act 2013 read with Rule 2(1)(viii) ofCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification orre-enactment thereof for the time being in force) the Company had not received anyunsecured loan from directors during the financial year 2021-22.

6. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

During the financial year ended on 31" March 2022 the Company did not have anysubsidiary joint venture or associate company

7. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Composition of the Board of Directors of the Company is in accordance with theprovision of Section 149 of the Companies Act 2013 and Regulation 17 of the SEBI (LODR)2015 with an appropriate combination of executive Non-Executive and IndependentDirectors.

During the year Board of Directors of the Company in their meeting held on 12thAugust 2021 approved the appointment of Shri Sanjay Singh (Managing Director) (DIN:01548011) as Chairman of the Board and Company.

• Director retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Bhawani Shankar Soni Whole Time Director (DIN:01591062) retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for re-appointment. However his term is fixed and shall not break due tothis retirement. The Board recommends his reappointment for the consideration of theMembers of the Company at the ensuing Annual General Meeting.

• Women Director

Pursuant to the provision of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Mrs.Deepika Gandhi holds position of a Non- Executive (Independent) Woman Director of theCompany.

• Key Managerial Personnel

During the year there was no change in Key Managerial Personnel of the Company.

However during the current financial year 2022-23 Board of Directors of the Companyin their meeting held on 26th May 2022 reappointed Mr. Bhawani Shankar Soni asWhole Time Director of the Company for further period of three years w.e.f. 5thJune 2022 to 4th June 2025 subject to approval of the members of the companyin forthcoming Annual General Meeting or any other appropriate authority if any.

Further Board of Directors in their Meeting held on 08th August 2022considered re-appointment of Shri Sanjay Singh (DIN: 01548011) as Chairman and ManagingDirector of the Company for a period of five years w.e.f 1st October 2022 till30th September 2027 subject to the approval of members in ensuing AnnualGeneral Meeting and other appropriate authority if any.

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 as amended from time totime:

1. Shri Sanjay Singh (DIN:01548011) Chairman and Managing Director

2. Shri Bhawani Shankar Soni (DIN:01591062) Whole time Director

3. Shri Shailendra Kumar Agrawal Company Secretary and Compliance officer

4. Shri 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.

8. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted the declaration of independence as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('theListing Regulations') as amended from time to time.

The Board is of the opinion that the Independent Directors of the Company hold higheststandards of integrity and possess requisite expertise and experience required to fulfiltheir duties as Independent Directors.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the data bank maintainedby The Indian Institute of Corporate Affairs Manesar ("IICA"). The IndependentDirectors are also required to undertake online proficiency selfassessment test conductedby the IICA within a period of 2 (two) years from the date of inclusion of their names inthe data bank unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement toundertake online proficiency self-assessment test.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of yourCompany to the best of their knowledge belief and ability and explanations obtained bythem confirm that:-

i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

ii) 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 profit of the Company for that year;

iii) 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;

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

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

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

10. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on 3rd March 2022.The Meeting was conducted in an informal manner without the presence of the Chairman theWhole Time Director the Non-Executive Non-Independent Directors and the Chief FinancialOfficer.

11. COMMITTEES OF THE BOARD OF DIRECTORS:

Currently the Company has three committees viz; Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee which has been established asa part of the better corporate governance practices and is in compliance with therequirements of the relevant provisions of applicable laws and statues. Your Company hasan adequately qualified and experienced Audit Committee with Shri Rakesh Kumar Jain(Chairman) (DIN: 01548417) Shri Aneet Jain (DIN: 00380080) and Smt. Deepika Gandhi (DIN:07017162) as Members. The recommendations of the Audit Committee were duly approved andaccepted by the Board during the year under review.

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

12. 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:

Pursuant to the provisions of the Act and the SEBI Listing Regulations the evaluationof all the directors committees Chairman of the Board and the Board as a whole wasconducted based on the criteria and framework adopted by the Board which includesassessing the quality quantity and timelines of flow of information between the CompanyManagement and the Board as it is necessary for the Board to effectively and reasonablyperform their duties.

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. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Individual Directors the Board as a wholeand its Committees with the Company.

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.

Statement with regard to integrity expertise and experience of the independentdirector appointed during the year.

During the year under review the Board has not appointed any Independent Director inthe Company. However in the opinion of the Board all our Independent Directors possessrequisite qualifications experience expertise and hold high standards of integrity forthe purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014. List of keyskills expertise and core competencies of the Board including the Independent Directorsis provided in Corporate Governance Report.

13. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013:

During the financial year the Company has not provided any loans and guarantees ormade investments pursuant to Section 186 of the Companies Act 2013. However during theyear Company has disposed off their investment in Mutual Fund.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and the SEBI ListingRegulations the Company has formulated a Policy on Related Party Transactions. During theyear under review the Policy has been amended to incorporate the regulatory amendments inthe SEBI Listing Regulations. The updated Policy can be accessed on the Company's websiteat

https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_592c81ea43d24434a503e56bd8172474.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processesare in place for all transactions between the Company and Related Parties.

During the year under review all related party transactions entered into by theCompany were approved by the Audit Committee and were at arm's length and in the ordinarycourse of business. Prior omnibus approval is obtained for related party transactionswhich are of repetitive nature and entered in the ordinary course of business and on anarm's length basis. The Company did not have any contracts or arrangements with relatedparties in terms of Section 188(1) of the Companies Act 2013. Also there were nomaterial related party contracts entered into by the Company during the year under review.Accordingly the disclosure of related party transactions as required under Section134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2021-22 andhence does not form part of this report.

Details of related party transactions entered into by the Company in terms of IndAS-24 have been disclosed in the notes to the financial statements forming part of thisReport & Annual Accounts 2021-22.

15. 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:

(i) The steps taken or impact on conservation of energy: N.A.

(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.

(iii) 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): The Company has neither purchased within Indianor imported any technology.

(iv) Company has not incurred any expenditure on Research and Development during theyear under review: The Company has not incurred any expenditure on Research andDevelopment during the year under review.

(C) Foreign Exchange earning/outgo:

During the year there was neither inflow nor outflow of foreign exchange.

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

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

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.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under report your Company has not met criteria laid downunder the provisions of Section 135(1) of the Companies Act 2013 read with companies(Corporate Social Responsibility Policy) Rules 2014 and accordingly the provisionsCorporate Social Responsibility are not applicable to the Company.

18. 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 ofyour Company on the recommendations of the Nominationand Remuneration Committee. Pursuant to Section 134(3) of the Companies Act 2013 thenomination and remuneration policy of the Company which lays down the criteria fordetermining qualifications competencies positive attributes and independence forappointment of Directors and policies of the Company relating to remuneration ofDirectors KMP and other employees is available on the Company's website athttps://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_e8349c14316f4b7c9737b0f3fa5690f9.pdf

Board of Directors affirms that the remuneration paid to Directors senior managementand other employees is in accordance with the remuneration policy of the Company.

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-A and forms an integral part of the BoardReport.

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.Therefore Particulars of the employees as required under Section 197 of Companies Act2013 read with Rule 5 (2) & Rule 5 (3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable during the year under review.

Details of top ten employees in terms of the remuneration and employees in receipt ofremuneration as prescribed under rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as amended containing details prescribed under rule5(3) of the said rules will be made available to any member on request as per provisionsof Section 136(1) of the Act.

Further Company did not have any holding or subsidiary company therefore receipt ofthe commission or remuneration from holding or subsidiary company of the company asprovided under Section 197(14) of Companies Act 2013 is not applicable.

19. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS:

Your Company has complied with the Corporate Governance requirements under CompaniesAct 2013 and as stipulated under the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A detailed Report on Corporate Governanceforms part of this Annual Report. A certificate of Practicing Company Secretary M/s L.N.Joshi and Company confirming compliance of the Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance.

A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

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

The Company has established a vigil mechanism through a Whistle Blower Policy whereDirectors and employees can voice their genuine concerns or grievances about any unethicalor unacceptable business practice. A whistle-blowing mechanism not only helps the companyin detection of fraud but is also used as a corporate governance tool leading toprevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the ComplianceOfficer or the Chairman of the Audit Committee where necessary. The Company ensures thosegenuine Whistle Blowers are accorded complete protection from any kind of unfair treatmentor victimization.

The Whistle Blower Policy is disclosed on the website of the Company athttps://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_8f332701ed52439e86945295a45651e3.pdf.No Person has been denied access to the Audit Committee.

21. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsappointed M/s. L. N. Joshi & Company Practicing Company Secretaries Indore toconduct the Secretarial Audit of the Company for year ended March 31 2022. TheSecretarial Audit Report given by the Secretarial Auditor of the Company is annexed asAnnexure-B and forms an integral part of this Report.

There is no qualification reservation or adverse remark or disclaimer in SecretarialAudit report except the following:-

Secretarial Auditor Observations Management Comments
As per SEBI Circular No. CIR/CFD/CMD/13/2015 dated 30" November 2015 at-least 50% of shares Non-Promoters holding shall be in dematerialized form. Out of total Non promoter shareholding only 32.05% Non promoters shares held in dematerializedform. Company has regularly informed through Annual Report to members who hold shares in physical form regarding benefits of dematerialization and has also taken necessary steps to achieve at least 50% shares of Non promoter holding to be in de-mate form.
As per SEBI/HO/ISO/ISO/CIR/P/2020/168 dated 09'h September 2020 during the year change of name of the promoter group member Mr. Krishna Das Agrawal was not updated on the designated depository through system driven disclosure mechanism in prescribed time limit. Due to technical glitch in system information on the designated depository through system driven disclosure mechanism was made some delay. Further permanent account number was remain unchanged only name of the member ofpromoter group was changed.

22. STATUTORY AUDITOR:

M/s. A T M & Associates Chartered Accountants (FRN: 017397C) were appointed asStatutory Auditors of your Company in the 30th Annual General Meeting held on20th September 2021 for a term of five consecutive years from the conclusionof 30th Annual General Meeting up to the conclusion of the 35thAnnual General Meeting to be held in the calendar year 2026.

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 be reported byStatutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act2013.

23. COST AUDITOR:

Your Company does not falls within the provisions of Section 148 of Companies Act 2018read with the Companies (Cost Records & Audit) Rules 2014 as amended from time totime therefore no such record are required to be maintained.

24. INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder your Company has appointed M/s. Kaushal & Agrawal CharteredAccountants Indore as the Internal Auditor of the Company and takes their suggestionsand recommendations to improve and strengthen the internal control system. Their scopeofwork includes review of operational efficiency effectiveness of system & processescompliances and assessing 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.

25. SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019read with Regulation 24(A) of the SEBI (LODR) Regulation 2015 listed entities to obtainAnnual Secretarial Compliance Report from a Practicing Company Secretary for compliance ofall applicable SEBI Regulations and circulars/guidelines issued there under.

The Company has obtained the certificate from M/s. L N Joshi and Company (CP No. 4216)Practicing Company Secretary for providing required Compliance Report for the year ended31" March 2022 and same has been filed with the BSE Limited in prescribed time.

26. MD/CFO CERTIFICATION:

The Managing Director & CFO of your Company have issued necessary certificatepursuant to the provisions of Regulation 17(8) of the Listing Regulations and the sameforms part of this Annual Report.

27. CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct ("the Code") for allBoard members and senior management personnel of your Company. This Code has been postedon the Company's website at the web link:https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_2e1972bd19b142f3b0eb6c820f63f3dc.pdf

All Board members and senior management personnel have affirmed compliance with thisCode. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.

28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted a risk management policy to develop and implementrisk management procedure/plan including therein of elements of risks if any which in theopinion of the Board may threaten the existence of the Company.

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

There are no material changes and commitments affecting the financial position of thecompany which has been occurred between the end of the financial year i.e. March 31 2022and the date of signing of this Board's Report.

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

Your Company recognizes its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination. In Compliance withthe Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act2013 the Company has put in place a Policy on prevention of Sexual Harassment ofWomen atworkplace and has duly constituted an Internal Compliant under the same.

There was no case of sexual harassment reported during the year under review. Furtherthe Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

31. LISTING OF SHARES:

Presently the equity share capital of the Company is listed at the BSE Limited (ScripCode: 500277). The Company is regular in complying with the requirements of the ListingRegulations and has duly paid the requisite Listing Fees to the BSE Limited.

32. 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 Services (India) Limited (CDSL). In view of the numerous advantageoffered by the Depository System members are requested to avail the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid.

33. COMPLIANCE OF SECRETARIAL STANDARD:

Your Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.

34. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events on these items during the year underreview:-

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• As on 31st March 2022 none of the Directors of the company holdinstruments convertible into equity shares of the Company.

• Company has not granted any stock option or issue sweat equity shares.

• Significant or material orders passed by the Regulators or Courts or Tribunalswhich impact the going concern status and the Company's operation in future.

• Voting rights which are not directly exercised by the employees in respect ofshares for the subscription/ purchase of which loan was given by the Company (as there isno scheme pursuant to which such persons can beneficially hold shares as envisaged underSection 67(3)? of the Companies Act 2013).

• The Business Responsibility Reporting as required by Regulation 34(2) of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is notapplicable to your Company for the financial year ending March 31 2022.

• No application was made or any proceeding is pending under the Insolvency andBankruptcy Code 2016 during the year in respect of your Company.

• There was no one time settlement of loan obtained from the Banks or FinancialInstitutions.

35. ACKNOWLEDGMENT AND APPRECIATION:

The Board desires to place on record its grateful appreciation for continuedco-operation received from the banks financial institutions government customersshareholders and other stakeholders during the year under review. Your Directors also wishto place on record their appreciation for the extended co-operation and assistancerendered to the Company and acknowledge with gratitude the continued support andcooperation extended by the employees investors stakeholders Banks and other regulatoryauthorities.

Date: 08th August 2022 For and on behalf of the Board of Directors
Place: Indore MID INDIA INDUSTRIES LIMITED
Sanjay Singh Rakesh Kumar Jain
Chairman and Director
Managing Director DIN: 01548417
DIN: 01548011

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