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Mideast (India) Ltd.

BSE: 500278 Sector: Others
NSE: MIDEASTI ISIN Code: INE844X01015
BSE 05:30 | 01 Jan Mideast (India) Ltd
NSE 05:30 | 01 Jan Mideast (India) Ltd

Mideast (India) Ltd. (MIDEASTI) - Director Report

Company director report

TO

THE MEMBERS

MIDEAST (INDIA) LIMITED

Your Directors take pleasure in presenting the 41st Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2017.

1. Financial summary or highlights/Performance of the Company

(Amount in Rs.)

Particulars Period ended
31st March 2017 31st March 2016
Revenue from Operations 0 0
Other income 5352757 4950117
Profit before Depreciation and Tax 2321225 1884193210
less: Depreciation 629585 0
Profit (loss) before Tax 1691640 1884193210
Tax Expenses:
Current Tax 721608 1266446
Earlier year Tax 156476 -
Deferred Tax 621640 -
Profit (Loss) after Tax 191916 1882926764

2. Dividend

Your company has not declared or recommended dividend for the financial yearended on 31st March 2017

3. Transfer to Reserves

No amounts were proposed by Board to be carried to the reserves.

4. Brief description of the Company's working during the year/State of Company'saffairs

During the year under review total income of the Company was Rs. 5352757 against theincome of Rs. 4950117 during previous year. Your Directors are putting in their bestefforts to improve the performance of the Company.

5. Change in the nature of business

There was no change in the nature of business.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand date of this report. Your Company has made an application for the revocation ofsuspension of its shares with Bombay Stock Exchange.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

No significant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

8. Details in respect of adequacy of internal financial controls with reference tothe Financial Statements

The Company has designed and implemented process driven framework for internalfinancial controls within the meaning of explanation to Section 134 (5) (e) of theCompanies Act 2013. For the year ended 31st March 2017 Board is of theopinion that the Company has sound internal financial controls commensurate with thenature and size of its business operations wherein controls are in place and operatingeffectively and no material weaknesses exist. The Company has a process in place tocontinuously monitor the existing controls and identify gaps if any and implement newand / or improved controls wherever the effect of such gaps would have a material effecton the Company's operation.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has one Associate Company i.e. "Mideast Integrated SteelsLimited". AOC-1 is attached as Annexure-I. Given below are brief details:

S. No. Name And Address of The Company CIN/GLN Holding/ Subsidiary /Associate % of shares held Applicable Section
1. Mideast Integrated Steels Limited L74899DL1992PLC050216 Associate 23.61% 2(6)

10. Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

11. Listing

The equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE)Calcutta Stock Exchange and Ahmedabad Stock Exchange. At present the trading of shares issuspended on the exchanges due to non-resolution of investor complaints and penal reasons.However the company has filed an application with BSE for revocation of suspension intrading of equity shares.

12. Report on Management Discussion Analysis

Management Discussion and Analysis Report for the financial year under review asstipulated in Regulation 34 read with part B of Schedule V of SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015 entered into with the Stock Exchanges is setout in a separate section forming part of Director's Report.

13. Corporate Governance

Corporate Governance Report together with a Certificate from your auditors confirmingcompliance with the conditions of Corporate Governance is set out in a separate sectionforming part of Director's Report

14. Auditors

M/s. Sangram Paul & Co. Chartered Accountants was appointed as Statutory Auditorsof the Company for 3 years in the Annual General Meeting held on 30th June2014. Since their term of audit was till conclusion of 41st AGM company hasproposed M/s N. Dhawan & Co. Chartered Accountants (FRN: 007095N) in his place. TheCompany has received a written consent and certificate from M/s N. Dhawan & Co.Chartered Accountants (FRN: 007095N) to the effect that if they are appointed it wouldbe in accordance with the provisions of Section 141 of the Companies Act 2013. Hisappointment is to be confirmed and approved in the ensuing Annual General Meeting.

There are no qualifications reservations or adverse remarks or disclaimers made by theAuditors in their report on the Financial Statements of the Company for the Financial Yearended 31st March 2017.

b. Cost Auditor

As per section 148 of the Companies Act 2013 read with rules made thereunder costaudit is not applicable to the Company during the year 2016-17.

15. A) Share Capital

During the Financial Year 2016-17 the paid up share capital of the Company was Rs.502053980/-divided into 50155398 Equity shares of Rs.10/- each fully paid and 100000Equity shares of Rs. 5/-each as calls in arrears.

B) Issue of equity shares with differential rights/ Buy Back of Securities/ Issue ofsweat equity shares/ Bonus Shares/ Provision of money by company for purchase of its ownshares by employees or by trustees for the benefit of employees

The Company has not issued shares with differential voting rights. It has neitherissued sweat equity shares nor make buy back of its shares.

C) Issue of employee stock options

The Company has not issued any shares as employee stock options scheme during the yearunder consideration.

16. Extract of the annual return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure-II and is attached to this Report.

17. Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo

a) Conservation of Energy & Technology Absorption: Since the Company is not engagedin any manufacturing activity issues relating to conservation of energy and technologyabsorption are not given.

b) Export Activities: There was no export activity in the Company during the year underreview.

c) Foreign Exchange Earnings and Outgo: The Income & Expenditure in foreignexchange is as under during the year under review:

Foreign Exchange outgo : Rs. Nil (previous year Rs. Nil)
CIF Value of Imports : Rs. Nil (previous year Rs. Nil)
Foreign Exchange Earning : Rs. Nil (previous year Rs. Nil)

18. Corporate Social Responsibility (CSR)

The company is not covered in the limits prescribed under section 135 of the CompaniesAct 2013 therefore Corporate Social Responsibility is not applicable.

19. Directors / Key Managerial Personnel

A) Changes in Directors and Key Managerial Personnel

Mr. J. K Singh (DIN: 00090649) retires by rotation and being eligible offers himselffor reappointment as director of the company.

Mr. Hawa Singh Chahar (DIN: 01691383) was appointed as Independent Director on theBoard of the Company in the Annual General Meeting of the Company held on 29thSeptember 2016.

Mr. Manoj Kumar Pandey (DIN: 02916887) has been appointed as Additional Director(Independent) with effect from 18th January 2017.

Mr. D.K. Singh (DIN: 00091193) resigned from the post of Director with effect from theclose of business hours of 18th January 2017.

Mr. D.K. Singh has been appointed as Chief Executive Officer (CEO) of the Company witheffect from 18th January 2017.

Mr. Abinash Sahoo who was appointed as Company Secretary with effect from 17thAugust 2016 resigned as Company Secretary with effect from 18th January 2017.

Mrs. Preeti S. Nair has been appointed as Company Secretary with effect from 18thJanuary 2017.

B) Declaration by the Independent Director(s)

The Company has received necessary declarations from all the Independent directorsunder section 149(7) of the Companies Act 2013 that they meet the criteria ofIndependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (LODR) regulations 2015.

C) Formal Annual evaluation of the Board's Performance

In terms of Section 134 of the Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation ofits own performance of individual Directors as well as the evaluation of the working ofits all Committees.

20. Number of meetings of the Board of Directors

During the year 2016-17 the Board of Directors met five (5) times on 12thMay 2016 12th August 2016 11th November2016 18thJanuary 2017 and 14th February 2017. The maximum interval between any twoboard meetings did not exceed 120 (one hundred and twenty days). During the year aseparate Meeting of the Independent Directors was held on 14th February 2017

21. Audit Committee

The composition terms of reference etc. of the Audit Committee is provided inCorporate Governance Report which forms part of this Annual Report. There have been noinstances of non-acceptance of any recommendations of the Audit Committee by the Boardduring the financial year under review.

22. Details of establishment of vigil mechanism for directors and employees

The Company has established vigil mechanism for employees and Directors. The Company iscommitted to provide adequate safeguards against victimization of employees and Directorswho express their concerns. The Company has also provided direct access to the directorsfor the issues concerning the interests of company employees. The Whistle Blower policy isalso available on the Company's website www.midestindialtd.com. No person has been deniedaccess to the chairman of audit committee.

23. Nomination and Remuneration Committee

The composition terms of reference etc. of the Nomination and Remuneration Committeeis provided in Corporate Governance Report which forms part of this Annual Report

24. Stakeholders Relationship Committee

The composition terms of reference etc. of the Stakeholders Relationship Committee isprovided in Corporate Governance Report which forms part of this Annual Report.

25. Particulars of loans guarantees or investments under Section 186

The full particulars of loans guarantees or investments made or guarantee given orsecurity provided are given in Notes to Financial Statements.

26. Particulars of contracts or arrangements with related parties:

There was no contract or arrangements entered into by the Company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013. The Company hasformulated a policy on Related Party Transactions. The Policy is available on theCompany's website www.mideastindialtd.com.

For details of related parties transactions (other than referred to in sub-section (1)of section 188 of the Companies Act 2013) refer Note to the financial statements

27. Nomination & Remuneration Policy

The Policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178(3) of the Companies Act 2013 is available onthe website of the Company www.mideastindialtd.com. and also attached as Annexure-IIIwhich forms part of this report.

28. Risk Management Policy

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. The Company has formulated a risk management policy which is available on thewebsite www.mideastindialtd.com.

29. Particulars of Employees

A) Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel ) Rules 2014 is not applicable as at present the Company is notpaying any remuneration to its Directors.

B) Other than Key Managerial Personnel whose remuneration is detailed in extract ofAnnual Return forming part of this report the Company doesn't have any employee fallingwithin the preview of Section 197 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hence nosuch details are required to be provided.

30. Secretarial Audit Report

Your Board during the year appointed Mr. Robinderpal Singh Batth to conductsecretarial audit of the Company for the financial year ended 31st March 2017.The Report of Mr. Robinderpal Singh Batth in terms of Section 204 of the Act is providedin the Annexure-IV forming part of this Report. Given below is the management reply on theobservations made by the Secretarial Auditor in their report.

Observation:

i. The company did not provided the e-voting facility to its shareholders in theGeneral Meeting held by the company during the Audit Period as required under Section 108of the Companies Act 2013 read with rule 20 of the Companies (Management andAdministration) Rules 2014.

ii. At present the company is suspended on BSE.

Management's Reply: i. Due to Financial constraints in the company the company is notin the position of providing e-voting facility to its members. ii. The Company has alreadyfiled the application for revocation at BSE.

31. Disclosure as per Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Your Company has implemented secure workplace policy in accordance with the requirementof Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. During the financial year 2016-17 no complaint was received under the policy.

32. Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) the directors had 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 as at 31st March 2017 and ofthe profit of the Company for that period;

c) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

e) the Company has adequate internal financial control measures; the directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

33. Acknowledgements

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board
Mideast India Limited
Rita Singh Jitendra Kumar Singh
DIN: 00082263 DIN: 00090649
Director Director
D-3A Ansal Villa Satbari D-3A Ansal Villa Satbari
New Delhi-110030 New Delhi-110030
Date: 14.08.2017
Place: New Delhi