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Mid India Industries Ltd.

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

Company director report

To

Members of

MID INDIA INDUSTRIES LIMITED

Your Directors are pleased to present the 26th Annual Report on the business andoperation of the Company together with the Audited Financial Statements for the year endedMarch 31 2017.

1. STATE OF AFFAIRS FINANCIAL PERFORMANCE AND FUTURE OUTLOOK:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY

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

Year ended 31st March 2017

Year ended 31st March 2016

(Rupees in Lakhs except EPS)

Total Income 2554.11 2321.87
Total Expenditure 2778.83 2407.28
Profit/Loss before tax (224.72) (85.41)
Provision for Tax
Current Tax 0.00 0.00
Deferred Tax 0.00 0.00
Profit/Loss after tax (224.72) (85.41)
Surplus Carried to Balance Sheet (224.72) (85.41)
Paid up Equity Share Capital 1630.00 1630.00
Earning per share (Rs.10/- each) Basic & Diluted (in Rs.) (1.38) 0.52

The company is engaged in manufacturing of cotton yarn. During the financial yearcompany has made total income of Rs. 2554.11 Lakhs in comparison to previous year's totalincome of Rs. 2321.87 Lacs and incurred net loss of Rs. 224.72 lacs which was mainly dueto higher operating cost in comparison to previous year net loss of Rs. 85.41 lacs.

1.2 OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year 2016-17 the Company's operating margins were not up to mark asoperating cost of the product is higher. Your Company has made focused effort in improvingproduct quality lowering operating costs improving operating efficiency.

1.3 CHANGE IN NATURE OF BUSINESS

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

1.4 SHARE CAPITAL

The Paid-Up Equity Share Capital as at 31st March 2017 stood at 16.30 Crores. Duringthe year under review the company has not issued shares with differential voting rightsnor has granted any stock option or sweat equity shares. As on 31st March 2017 none ofthe Directors of the company hold instruments convertible into equity shares of theCompany.

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 forms anintegral part of this Report.

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

The details of the number of meetings of the Board and its committee held during theFinancial Year 2016-17 forms part of the Corporate Governance Report. Further Annualgeneral meeting of the Company for financial year 2015-16 was held on 27th September2016.

4. DIVIDEND

Due to loss in financial year 2017 and accumulated losses in earlier years yourdirectors regret to recommend any dividend for the year under review.

5. AMOUNTS TRANSFERRED TO RESERVES

During the year under review no amount was transferred to reserve

6. DEPOSITS

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

7. UNSECURED LOAN FROM DIRECTORS

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

8. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES

During the financial year ended on 31.03.2017 the Company did not have any subsidiaryjoint 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 Pradeep Kumar Ganediwal Director 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 year under review there was no change in the Board of Directors of theCompany. The following have been designated as the Key Managerial Personnel of the Companypursuant to sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

1. Mr. Sanjay Singh Managing Director

2. Mr. Shailendra Agrawal Company Secretary and Compliance officer

3. Mr. Om Prakash Dhanotiya Chief Financial officer

DISQUALIFICATIONS OF DIRECTORS

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

10. DECLARATION BY INDEPENDENT DIRECTOR

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

11. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

12. FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been referredin Corporate Governance Report and also available on website of the Company at thefollowing link:-http://www.midindiaindustries.com/images/FamiliarisationProgrammesFY2016-17.pdf

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year as on 13th February 2017. TheMeeting was conducted in an informal manner without the presence of the Chairman theManaging Director the Non-Executive Non-Independent Directors and the Chief FinancialOfficer.

14. COMMITTEES OF THE BOARD OF DIRECTORS

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

The other Committees of the Board are :

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

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

15. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS 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 pursuant to section 186 of theCompanies Act 2013. However Company has invested Rs. 20 Lacs in HDFC CMF TAP Mutual fundfor the purpose of optimum return. Details of the same has been disclosed in Note No. 10to Notes to financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

(A) Conservation of Energy

The steps taken or impact on conservation of energy :

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

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

(iii) Maintenance of machines as per schedule.

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

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

(B) Technology Absorption

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

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

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

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

Foreign Exchange earning/outgo (Rs. In Lacs)
(a) Foreign Exchange earned Year ended 31/03/2017 Year ended 31/03/2016
(i) Sales 9.31 71.01
(ii) Other Activities 0.00 0.00
(b) Foreign Exchanged used
(i) Purchase of Raw Material 40.56 23.00
(ii) Other Activities 0.00 0.00

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

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

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

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

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

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

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

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

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

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

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

22. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

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

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

The Company has a whistle blower policy to report genuine concerns or grievances. Thedetails of establishment of the reporting mechanism are disclosed on the web link of theCompany http://www.midindiaindustries.com/images/513455522_Whistle_Blower_Policy.pdf. NoPerson has been denied access to the Audit Committee.

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

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

25. AUDITORS

25.1 SECRETARIAL AUDIT

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

EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS

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

25.2 STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed there underM/s C Lasod & Associates Chartered Accountants (Firm Registration No. 006842C) wereappointed as statutory auditors of the Company for a period of 5 years from the conclusionof the 25th Annual General Meeting (AGM) of the Company held on 27.09.2016 till theconclusion of the 30th AGM to be held in the year 2021 subject to ratification of theirappointment at every AGM. Your Company has received necessary confirmation from themstating that they satisfy the criteria provided under section 141 of the Companies Act2013.

The Board of Directors of your company has recommended to ratify the appointment ofM/s. C Lasod & Associates Chartered Accountants (Firm Registration No. 006842C) tohold office as Statutory Auditor of the company from the Conclusion of ensuing AnnualGeneral Meeting till the Conclusion of the next Annual General Meeting of the company onsuch remuneration as may be mutually decided by the Board of Directors or committeethereof and Statutory Auditor.

EXPLANATION TO AUDITOR'S REMARKS

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

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

25.3 COST AUDITORS

The Company does not falls within the provisions of section 148 of Companies Act 2013read with Companies (Cost records & Audit) Rules 2014 therefore no such records arerequired to be maintained and company was not required to appoint cost Auditor for theFinancial year 2016-17.

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. CODE OF CONDUCT

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

27. MD/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations the Managing Directorand Chief Financial Officer of the Company have certified to the Board regarding theFinancial Statements for the year ended 31st March 2017 and same was reviewed by theBoard of Directors and is annexed to the Corporate Governance Report.

28. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

Your Company has adopted the code as per SEBI (Prohibition of Insider Trading)Regulations 2015 which has been effective from 15th May 2015. The Details of the saidcode is available on website of the Company at the weblink:http://www.midindiaindustries.com/images/513454354_Code_of_Conduct_for_insider_Trading_.pdf

29. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY

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

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

No material changes and commitments affecting the financial position of the companyhave occurred during the financial year to which the financial statements relate at thedate of this Board's report.

31. ENVIRONMENT AND SAFETY

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

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

The Company has in place 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.

33. LISTING OF SHARES

Company shares are listed on Bombay Stock Exchange Limited only. The company has paidannual listing fee for financial year 2017-18. Further Delhi stock exchange has beenderecognized by Securities Exchange Board of India (SEBI) therefore considered as delistedfrom Delhi Stock Exchange Limited.

34. INSURANCE

The Company's assets are adequately insured against the loss of fire and other risk asconsider necessary by the Management from time to time. The Company has also takeninsurance cover for any claims/losses arising out of its core business of manufacture oftextile.

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 2017.

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.

38. ACKNOWLEDGMENT

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

Place: Indore For and on behalf of the Board of Directors
Date: 27th July 2017 MID INDIA INDUSTRIES LIMITED
Sanjay Singh Rakesh Kumar Jain
Managing Director Chairman & Director
DIN 01548011 DIN 01548417