Mid India Industries Ltd.
|BSE: 500277||Sector: Industrials|
|NSE: MIDINDIA||ISIN Code: INE401C01018|
|BSE 00:00 | 05 Jul||Mid India Industries Ltd|
|NSE 05:30 | 01 Jan||Mid India Industries Ltd|
|BSE: 500277||Sector: Industrials|
|NSE: MIDINDIA||ISIN Code: INE401C01018|
|BSE 00:00 | 05 Jul||Mid India Industries Ltd|
|NSE 05:30 | 01 Jan||Mid India Industries Ltd|
Your Directors present their Report together with the Audited Financial Statements ofyour company for the year ended March 31 2020.
1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY
The performance highlights and summarized financial results of the Company are givenbelow:
1.2 OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the Financial year Company has achieved total income of Rs. 850.91 lacs incomparison to previous year's total income of Rs. 2128.26 lacs and incurred net loss ofRs. 3.59 lacs in comparison to previous year net loss of Rs. 258.43 lacs. FurtherCompany's operating margins were not up to mark as operating cost of the product ishigher.
Due to continued heavy losses and outdated machineries your company has stoppedmanufacturing process and leased out Factory Plant & Machinery of the Company for thepurpose of generation of Revenue owing to market situation and uncertain cash flows fromthe business.
1.3 IMPACT ON BUSINESS OPERATIONS OF YOUR COMPANY ON ACCOUNT OF COVID-19 PANDEMIC
The Sudden spread of Covid-19 pandemic and consequent to lockdown announced by theGovernment from 25thMarch 2020 operations of the Company were not much adverselyaffected. While office of the Company were maintained operationally functioning byproviding "Work from Home" facility to its employees during the period oflockdown. Further Factory premises given on lease basis therefore no major impact on theoperation of the company due to Covid pandemic.
1.4 CHANGE IN NATURE OF BUSINESS
Members are note that Company was engaged in the business of manufacturer textileyarn fabric etc. Inspite of continues efforts made by management company kept incurringlosses since past few years. In view of the above Board of Directors of the Companydecided to diversify its business activities and looking in to the current market scenarioand possession of huge amount of land Board has proposed to start real estate businessactivities/development of land for which members have given their approval in AnnualGeneral Meeting held on 25th September 2019; for which company received approval fromRegistrar of Companies on 8th November 2019.
1.5 SHARE CAPITAL
The Paid-Up Equity Share Capital as at 31st March 2020 stood at Rs. 16.30 Crores.During the year under review the company has not issued shares with differential votingrights nor has granted any stock option or sweat equity shares. As on 31st March 2020none of the Directors of the company hold instruments convertible into equity shares ofthe Company.
2. EXTRACT OF ANNUAL 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 formsan integral part of this Report and is available on the website of the companywww.midindiaindustries.com.
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 2019-20 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for financial year 2018-19 was held on 25th September2019.
Due to loss in financial year 2020 and accumulated losses of earlier years yourdirectors regret their inability to recommend any dividend for the year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
During the financial year under review no amount was transferred to reserve.
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.
DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS
Pursuant to Section 2(31) Read with Rule 2(1)(viii) of Companies (Acceptance ofDeposits) Rules 2014 (including any statutory modification or re-enactment thereof forthe time being in force) the Company had not received any unsecured loan from directorsduring the financial year.
7. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.
8. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
During the financial year ended on 31st March 2020 the Company did not have anysubsidiary joint venture or associate company.
9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Shri Bhawani Shankar Soni (DIN: 01591062) retires byrotation at 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 financial year Board of Directors accepted resignation of Shri PradeepKumar Ganediwal (DIN:00020385) from the post of Directorship w.e.f. 31st May 2019.
Further during the financial year under review members of the Company in their AnnualGeneral Meeting held on 25th September 2019 confirmed re-appointment of Smt. DeepikaGandhi (DIN:07017162) as an Independent Director of the Company for the second term offive years.
Further Board of Directors in their meeting held on 24th May 2019 appointed ShriBhawani Shankar Soni (DIN: 01591062) as Additional Director of the Company who wasfurther appointed as Whole Time Director of the Company for the period of three yearsw.e.f. 06th June 2019 in Board Meeting held on 06th June 2019 which was furtherconfirmed by members in their Annual General Meeting held on 25th September 2019.
Further Board of Directors in their Meeting held on 12th August 2019 consideredre-appointment of Shri Sanjay Singh (DIN: 01548011) as Managing Director of the Companyfor term of three years w.e.f. 1st October 2019 till 30th September 2022 which wasfurther confirmed by members in their Annual General Meeting held on 25th September 2019.
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. Shri Sanjay Singh(DIN: 01548011) Managing Director 2. Shri Bhawani Shankar Soni (DIN: 01591062) Wholetime Director 3. Shri Shailendra Agrawal Company Secretary and Compliance officer 4. ShriOm 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 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').
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 standardshave been followed and there are no material departures in adoption of these standards;
b. The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;
c. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
12. FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have been referredin Corporate Governance Report and is also available on website of the Company at thefollowinglink:-https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_0df8666d04d445c8acc4b01fd794c36c.pdf
13. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year as on 17thMarch 2020. The Meetingwas conducted in an informal manner without the presence of the Chairman the ManagingDirector the Non-Executive Non-Independent Directors and Key Managerial Personnel of theCompany.
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) ShriAneet 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 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.
15 . STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEENMADE BY THE 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 Director was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness 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 or made investments pursuant toSection 186 of the Companies Act 2013.
17 . PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at web link:https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_592c81ea43d24434a503e56bd8172474.pdfThe Policy intends to ensure that proper reporting; approval and disclosure processes arein place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and/or entered in the OrdinaryCourse of Business and are at Arm's Length. All Related Party Transactions are subjectedto independent review by an Audit Committee to establish compliance with the requirementsof Related Party Transactions under the Companies Act 2013 and Listing Regulations.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement were entered during the year by your Company. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
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:
(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 andDevelopment during the year under review: The Company has not incurred any expenditure onResearch and Development during the year under review.
(C) Foreign Exchange earning/outgo:
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)
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 available on the web link:https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_e8349c14316f4b7c9737b0f3fa5690f9.pdf
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 B 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.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.
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.
22. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
As per Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligationsand Disclosure 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.
A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual 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:-https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_8f332701ed52439e86945295a45651e3.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/ Tribunalsthat would impact the going concern status of the Company and its future operations.
25.1 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 company hasappointed M/s. L.N. Joshi & Company Practicing Company Secretary to undertake as theSecretarial Audit of the company. The Secretarial Audit report is annexed as ANNEXURE-Cand forms an integral part of this Report. The Secretarial audit report does not containany material qualification reservation or adverse remark.
25.2 STATUTORY AUDITOR
M/s C Lasod & Associates Chartered Accountants (Firm Registration No. 006842C)were appointed as Statutory Auditors of your Company at the Annual General Meeting held on27th September 2016 for a term of five consecutive years. Pursuant to the Notificationissued by the Ministry of Corporate Affairs on 7th May 2018 amending Section 139 of theCompanies Act 2013 the mandatory requirement for ratification of appointment of Auditorsby the Members at every AGM has been omitted and hence your Company has not proposedratification of appointment of M/s C Lasod & Associates Chartered Accountants at theforthcoming AGM.
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.
25.3 COST AUDITOR
The Company does not fall within the provisions of Section 148 of Companies Act 2013read with Companies (Cost Records & Audit) Rules 2014 as amended from time to time therefore no such records are required to be maintained and company was not required toappoint cost Auditor for the Financial year 2019-20.
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. 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 yearended 31st March 2020 and same has been filed with the BSE Ltd. in prescribed time.
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. The Code is posted onCompany's website at the web link:https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_2e1972bd19b142f3b0eb6c820f63f3dc.pdfAll Board members and senior management personnel have confirmed compliance with the Code.Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.
28. 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 2020 and same was reviewed by theBoard of Directors and is annexed to the Corporate Governance Report.
29. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
On December 31 2018 Securities and Exchange Board of India amended the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 2015 prescribingvarious new requirements with effect from April 1 2019. In line with the amendments theCompany has adopted an amended Code of Conduct to regulate monitor and report trading byDesignated Persons and their Immediate Relatives & Connected Persons under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.
30. 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.
31. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
Due to lockdown announced by the Government from 25th March 2020 operations of theCompany were not much adversely affected. While office of the Company were maintainedoperationally functioning by providing "Work from Home" facility to itsemployees during the period of lockdown. Further Factory premises given on lease basistherefore no major impact on the operation and commitments of the company.
32. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.
33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013
The Company has in place of an Anti Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redressthe Complaint received regarding sexual harassment. There was no case of sexual harassmentreported during the year under review.
34. LISTING OF SHARES
Company shares are listed on BSE Limited only. The company has paid annual listing feefor financial year 2020-21.
35. 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 2020.
36. 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 of the facility ofDematerialization of the Company's shares on either of the Depositories mentioned asaforesaid. The Company has paid the annual custodian fee to respective depositories.
37. 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.
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 employees investors stakeholdersBanks and other regulatory authorities.