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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 44thAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Board's Report is prepared based on the standalone financial statements of theCompany. The Company's financial performance for the year ended March 31 2020 along withprevious year's figures is given here under:

In Rs.
Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Gross Sales & Other Income 46508710 7097805 46508710 7097805
Profit/(Loss) Before Finance Cost & 44429100 1400863 44429100 1400863
Depreciation
Interest/ Finance Cost 38113 5902 38113 5902
Depreciation 1040120 1031805 1040120 1031805
Profit/(Loss) before Tax 43350867 363156 43350867 363156
Tax Expense 8916329 (19769) 8916329 (19769)
Profit/(Loss) After Tax 34434538 382925 (106679806) (8735257)
Appropriations / Adjustments - - - -
Balance of profit / (loss) brought forward - - - -
Profit for the Year 34434538 382926 (106679806) (8735257)
Re-measurement gains/ (losses) on defined benefit plans - - - -
Proposed Final Dividend - - - -
Profit carried to Balance Sheet (1882862728) (1883245654) (1239349147)

(1230613892)

2. DIVIDEND

Your company has not declared or recommended any dividend for the financial year endedon March 31 2020.

3. AMOUNTS IF ANY WHICH IT PROPOSES TO CARRY TO ANY 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. 46508710 againstthe income of Rs. 7097805 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 nature of business during the financial year 2019-20. Furtherduring the year under review there was no business in the company.

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 except to the extent detailed below:

1) At present your company is suspended for trading at BSE. However your Company willshortly take steps for revocation of suspension of Trading.

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. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report. The Company is having an Associate Company and ConsolidatedFinancial Statements are contained in the Annual Report.

9. PARTICULARS OF EMPLOYEES

Particulars to be given as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure-I respectively which forms part of thisreport.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has one Associate Company i.e. "Mideast Integrated SteelsLimited". AOC-1 is attached as Annexure-II.

11. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no Companies which have become or ceased to be its subsidiaries jointventures or associate companies during the financial year 2019-20.

12. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.

13. LISTING

The equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) andCalcutta Stock Exchange. At present the trading of shares is suspended on the exchangesdue to non-resolution of investor complaints and penal reasons. At present your company issuspended for trading at BSE. However your Company had received in-principal approval fromBombay Stock Exchange dated 11th July 2018 for revocation of suspension of trading ofequity shares of your company. Further company was in process of making tradingApplication but due to paucity of funds same could not be applied on time.

14. 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 is set out in ‘Annexure III' formingpart of Director's Report.

15. AUDITORS

STATUTORY AUDITORS

Under Section 139 of the Companies Act 2013 and the Rules made there under it ismandatory to rotate the statutory auditors of the Company on the completion of the maximumterm permitted under the provisions of the Companies Act. M/s N. Dhawan & Co.Chartered Accountants (Firm Regn. No. 007095N) was appointed as the Statutory Auditors ofthe company to hold office for a period of 5 (Five) Year from the conclusion of 41stAnnual General Meeting of the Company till the conclusion of 46th AnnualGeneral Meeting of the Company to be held in the year 2022.

The requirement for the annual ratification of auditor's appointment at the AGM hasbeen omitted pursuant to the Companies (Amendment) Act 2017 notified on May 07 2018.

During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under Companies Act 2013.

SECRETARIAL AUDITORS

Your Board during the year has appointed M/s Tripti Shakya & Company PraticingCompany Secretary to conduct secretarial audit of the Company for the financial year endedMarch 31 2020. The Report of Ms. Tripti Shakya in terms of Section 204 of the Act isprovided and forming part of this Report in Annexure-IV.

Given below is the management's reply on the observations made in Annexure-IV by theSecretarial Auditor in his report.

Observation:

i) In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011 the100 percent Promoter's holding is to be in dematerialized form. Promoter holding is not in100% Demat form.

ii) The company did not provide e-voting facility to its shareholders in the generalmeeting held by the company during the Audit Period as required under Section 108 of theCompanies Act 2013 read with Rule 20 of the Companies (Management and Administration)Rules 2014.

iii) At present the trading of the Shares are suspended on BSE.

iv) During the year under review there was no Company Secretary from the period 21stDecember 2019 till the end of Financial Year 31.03.2020.

Management's Reply:

i) The Company will take necessary steps to convert entire promoters shareholding intoDEMAT form.

ii) Due to Financial constraints in the company the company is not in the position ofproviding e- voting facility to its members.

iii) The Management of the Company will take concrete steps in the matter in duecourse.

iv) The Company Secretary of the Company left the organization w.e.f 21.12.2019 Thecompany is in process to appoint the new Company Secretary for the Company.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of The Companies (Accounts) Rules 2014 and based on the Audit Committee recommendationsthe Board of Directors of the Company have appointed of M/s BAAJ & AssociatesChartered Accountant as the Internal Auditor of the Company for the financial year2019-20.

16. CORPORATE GOVERNANCE

Corporate Governance Report together with a Certificate from your auditors confirmingcompliance with the conditions of Corporate Governance is set out in ‘Annexure V'forming part of Director's Report.

17. EXTRACT OF ANNUAL RETURN

Extract of Annual return of the company is uploaded on the website of the company andcan be downloaded from Company`s website www.mideastindialtd.com

18. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2019-20 your Company met 4 times. The meetings of theCompany were held on May 28 2019 August 12 2019 November 14 2019 and on February 252020. Time gap of 120 days were maintained in each of successive meeting of the Board.

19. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the director and employees of the Company toapproach Audit Committee of the Company to report existing/ probable violations of lawsrules regulations or unethical conduct. The Whistle Blower Policy has been posted on thewebsite of the Company (www.mideastindialtd.com).

20. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143

There are no instances of any fraud reported by the auditors under sub section (12) ofSection143 of the Companies Act 2013.

21. DECLARATION OF INDEPENDENCE

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Independent Directors havealso confirmed that they are not aware of any circumstance or situation which exist ormay be reasonably anticipated that could impair or impact their ability to discharge hisduties with an objective independent judgment and without any external influence and thatthey are independent of the Management.

Further Independent Directors have complied with the Code for Independent Directorsprescribed in schedule IV of the Companies Act 2013. Directors and senior managementpersonnel have complied with the code of conduct laid down by Board for all members ofboard of directors and senior management of the listed entity.

22. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has a proper and updated policy on Directors Appointment and Remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters. The said policy has been uploaded on the website of thecompany www.mideastindialtd.com.Salient features of the policy are provided below:

a. To formulate criteria for determining qualifications positive attributes andindependence of a Director.

b. To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down in this policy.

c. To carry out evaluation of Director's performance.

We further confirm that there has been no change in the Policy during the year underreview.

23. PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 134(3) (g) of the Companies Act 2013 details of Loans Guaranteesand Investments covered under the provisions of Section 186 of the Companies Act 2013 areprovided in Notes to the Financial Statements.

24. A) Share Capital

During the Financial Year 2019-20 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 any shares with differential voting rights. It has neitherissued sweat equity shares nor do 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.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Companies Act 2013 no Contracts andArrangements with Related Parties under Section 188(1) of the Act entered by the Companyduring the financial year. Accordingly there are no transactions that are required to bereported in Form AOC-2.

Your attention is drawn to the Related Party disclosures set out in the Notes to theFinancial Statements.

26. CONSERVATION OF ENERGY TECHNOLOGY ABORPTION FOREIGN EXCHANGE EARINGS AND OUTGO

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 under review.

c) Foreign Exchange Earnings and Outgo:

The Income & Expenditure in foreign exchange is as under during the year underreview: 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)

27. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has got in place a proper Risk Management System in which every kind ofrisk is predicted and an action is taken in advance to respond to that risk. Your Companyhas a well drafted risk management policy which is available in the website of the Companywww.mideastindialtd.com.

28. CORPORATE SOCIAL RESPONSIBILITY

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

29. DIRECTORS/ KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

It is to be informed with grief that Mr. Jitendra Kumar Singh (DIN: 00090649) ceased tooperate as Director of the Company due to his sad and sudden demise on 05thSeptember 2019.

Further Ms. Anu Aggarwal (ACS-55994) has resigned from the post of Company Secretaryw.e.f 20th December 2019. Company is taking due steps to appoint a new companysecretary.

Mrs. Rita Singh (DIN 00082263) is retiring by rotation in the upcoming AGM and isproposed to be reappointed. Details as required to be given under SEBI ( ListingRegulations and Disclosure Requirements) Regulations 2015 is given as part of notice.

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.

B) 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.

30. COMPOSITION OF 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.

31. DETAILS OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Your Company has a well-established vigil mechanism for directors and employees toreport genuine concerns. Audit Committee supervises the vigil mechanism process. The vigilmechanism policy is available on the website of the Company www.mideastindialtd.com. Thepolicy provides direct access to the chairman of audit committee.

32. 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.

33. 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.

 

34. 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 2019-2020 no complaint was received under the policy.

35. GENERAL DISCLOSURE

We confirm that maintenance of cost records as specified by the Central Governmentunder sub section (1) of section 148 of the Companies Act 2013 is not required to bedone by company and accordingly the said clause is not applicable.

36. DIRECTORS REPONSBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (c) and 134(5) of the Companies Act2013 with respect to Directors' Responsibility Statement your Directors confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed with no material departures;

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

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

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

e. they have laid down internal financial controls in the Company that are adequate andare operating effectively; and

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

37. COMPLIANCES WITH SECRETARIAL STANDARDS

During the year the Company is in compliance of both erstwhile and revised SecretarialStandard- 1 (Meetings of the Board of Directors) Secretarial Standard-2 (GeneralMeetings).

38. INTERNAL FINANCIAL CONTROLS

Details of internal financial control and its adequacy in compliance with theprovisions of Rule 8 (5)(viii) of Companies (Accounts) Rules 2014 are included in theManagement Discussion and Analysis Report which forms part of this Report.

39. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THANTHOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

No fraud has been reported by auditors under Section 143(12) in their audit report.

40. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to place on record their sincere thanksand appreciation for the continuing support and unstinting efforts of investors vendorsdealers business associates and employees in ensuring an excellent all around operationalperformance

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