Your Directors have pleasure in presenting the THIRTY FIRST ANNUAL REPORT togetherwith the Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2021.
1. FINANCIAL HIGHLIGHTS:
The performance of the Company for the Financial Year ended 31st March 2021 issummarized below.
(Amount in Rupees)
|PARTICULARS ||2020-2021 ||2019-2020 |
|Gross Revenue ||3918347 ||6204579 |
|Total Expenditure ||20008074 ||14918236 |
|Profit/(Loss) before tax (PBT ) ||(16089727) ||(8713657) |
|Less: Tax Expenses ||(1642497) ||3891923 |
|Profit/(Loss) after tax ||(13821487) ||(12508883) |
|Total other comprehensive Income/Loss ||0 ||0 |
|Total comprehensive Income/Loss ||(13821487) ||(12508883) |
|EPS ||(4.23) ||(3.83) |
2. STATEMENT OF COMPANY AFFAIRS:
Your Company has achieved a Turnover of Rs. 3707032/- excluding other income of Rs.211315/- when compared to Rs. 5787577/- excluding other income of Rs. 417002/-during previous year. The operations of the Company resulted in loss of Rs. 13821487/-when compared to loss of Rs. 12508883/- during previous year.
3. FUTURE OUTLOOK:
The management has done well to ensure sustained operations. However due to low incomeand higher expenditure the operations resulted in loss as specified above. Efforts arebeing made to improve the turnover and reduce the costs involved in the coming years. Themanagement is looking to improve the overall business activities of the Company therebyreviving from loss in the ensuing financial year.
Considering the operating loss in current year and accumulated losses your Directorshad decided not to recommend any dividend for the financial year 2020-2021.
The Company has not accepted any deposits during the year.
6. TRANSFER TO RESERVES:
During the year no amount was transferred to General Reserve.
7. CHANGE IN THE NATURE OF BUSINESS:
During the year there was no change in the nature of the business activities of theCompany.
8. ACCOUNTING TREATMENT:
There was no change in accounting treatment in the current year as compared toprevious Financial Year.
9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:
The Company has conducted Nine (9) Board Meetings Four (4) Audit Committee Four (4)Nomination and Remuneration Committee Meetings and Two (2) Stakeholders RelationshipCommittee Meetings during the financial year and all such meetings were held in compliancewith the provisions of Companies Act 2013 and Secretarial Standards as applicable. Duringthe year the Company has reconstituted Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee due to change in constitution ofDirectors and composition of each committee has been detailed in Corporate GovernanceReport.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:
Retirement of Mrs. Neelima Kotagiri due to expiry of her term on 28.09.2020.
Mrs. Neelima Kotagiri tenure as Independent Director had expired on 28.09.2020 and samewas taken on note by the board in their meeting held on 19.10.2020 with effect from29.09.2020.
Appointment of Mr. Sudi Malyadri as an Additional (Independent & Non-Executive)Director Company w.e.f 19.10.2020.
Mr. Sudi Malyadri was appointed as Additional - Independent Director of the Companyw.e.f 19.10.2020 by the board and his appointment shall be regularized subject to approvalof members in the ensuing Annual General Meeting.
Resignation of Mrs. Soumya Kukreti from the position of Director of the Company w.e.f27.11.2020.
Mrs. Soumya Kukreti had submitted a letter informing her resignation from the positionof Director of the Company with effect from 27.11.2020 and same was accepted by the boardin their meeting held on 27.11.2020.
Appointment of Mrs. Rajyalakshmi Ankireddy as Additional Director of the Company w.e.f27.11.2020.
Mrs. Rajyalakshmi was appointed as an additional non-executive woman director of theCompany w.e.f. 27.11.2020 by the board and her appointment shall be regularized subject toapproval of members in the ensuing Annual General Meeting.
Reappointment of Retiring Director:
In accordance with the provisions of Companies Act 2013 Mr. Deepak Kukreti WholeTime Director is retiring at the ensuing Annual General Meeting and being eligible offershimself for reappointment.
Re-appointment of Mr. Deepak Kukreti as Whole Time Director liable to retire byrotation for a period of five years:
Mr. Deepak Kukreti tenure as Whole Time Director will expire on 27.10.2021 and yourboard of directors recommended his re-appointment for another period of five years witheffect from ensuing Annual General Meeting i.e 17.09.2021.
Resignation of Mr. Jitendra H.Raut Company secretary and Compliance Officer w.e.fclosing hours of 31.12.2020.
Mr. Jitendra H.Raut had submitted a letter informing his resignation from the positionof Company Secretary (KMP) & Compliance Officer of the Company w.e.f closing hours of31.12.2020 and same was accepted by the board in their meeting held on 02.01.2021.
Further after end of financial year and before presentation of this report followingchanges occurred in Composition of Directors and KMP of the Company:
Mr. Ramesha.K was appointed as Company Secretary and Compliance Officer of the Companywith effect from 24.04.2021. However due to personal reasons and other pre-occupationshe had resigned from the said position with effect from 21.06.2021.
In order to fill this vacancy Mr. G. Sai Prashanth was appointed as Company Secretaryand Compliance Officer (KMP) of the Company with effect from 21.06.2021.
11. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT 2013:
The Company has received the disclosures in Form DIR-8 from its Directors beingappointed or re- appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.
12. SUBSIDIARY COMPANIES:
The Company does not have any subsidiary Companies as on 31st March 2021. There are noAssociate Companies within the meaning of Section 2(6) of the Companies Act 2013.Therefore the question of material change of the business of subsidiaries/associates doesnot arise.
13. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL 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 this financial statements relateand the date of the report. However considering the pandemic situation prevailing in thecountry the business activities scale has been reduced due to state-wide lockdown duringthe month of May 2021.
14. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:
In pursuant to the provisions of the Section 134 (3)(n) of The Companies Act 2013 theCompany has formulated risk management policy to mitigate and manage the risk includingidentification therein of elements of risk if any which in the opinion of Board maythreaten the existence of the company.
The policy on Risk Management is available on website of the Companywww.midwestgoldltd.com.
15. BOARD DIVERSITY:
The Policy on Board diversity of the Company devised by the Nomination and RemunerationCommittee to the extent applicable as per the provisions of the Companies Act 2013 readwith relevant Rules applicable if any and approved by the Board is available on thewebsite of the Company at www.midwestgoldltd.com under Nomination and Remuneration Policy.
16. CORPORATE SOCIAL RESPONSIBILITY:
In terms of section 135 of the Companies Act 2013 every company having net worth ofrupees five hundred crore or more or turnover of rupees one thousand crore or more or anet profit of rupees five crore or more during the immediately preceding financial yearshall constitute CSR Committee and formulate a Corporate Social Responsibility (CSR)Policy. Since the Company does not fall under mentioned criteria during the immediatelypreceding financial year the provisions of Sec 135 of the Companies Act 2013 ScheduleVII and the rules made thereunder are not applicable to the Company.
Accordingly a report on CSR activities as per rule 9 of the Companies (CorporateSocial Responsibility) Rules 2014 is not applicable.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT 2013:
The Company has not given any Loans or made Investments made under Section 186 of theCompanies Act 2013 to other Bodies Corporate or persons as referred thereto during thefinancial year. However the Company has given guarantee/ security in favor of HDFC BankLtd on behalf of Midwest Granite Pvt. Ltd Holding Company of the Company for anadditional amount of Rs. 1.42 Crores during the financial year and the outstandingliability towards the said guaranatee/ security stood at Rs. 39243192/- as on31.03.2021 which is well within the limits of prior approval of the Shareholders.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
The transactions entered with related parties during the year were on arms length basisand in the ordinary course of business and with approval of members wherever required inaccordance with provisions of Section 188 of the Companies Act 2013. Further there areno material related party transactions as applicable under the SEBI (LODR) Regulations2015 during the year with Directors or Key Managerial Personnel. The disclosure as persection 134(3)(h) & Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 isenclosed herewith as Annexure-I.
19. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Board has framed a Policy relating to appointment of Directors payment ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under section 178 (3) of the CompaniesAct 2013 based on the recommendation of Nomination and Remuneration Committee and samehas been placed on website of the Company www.midwestgoldltd.com with name Nomination andRemuneration Policy.
20. DECLARATION OF INDEPENDENT DIRECTORS:
Pursuant to section 134 (3) (d) of the Companies Act 2013 a statement shall be madeon declaration given by Independent Directors under sec 149 (6) of the Companies Act 2013in the Board report. The Board has received declarations from the Independent Directorsas required under Sec 149 (7) of the Companies Act 2013 stating the fulfillment ofcriteria mentioned in the sub section (6) of Sec 149 of the Companies Act 2013 and therules made thereunder.
21. EVALUATION OF THE BOARD'S PERFORMANCE:
In compliance with the requirements of Section 134(3) (p) of the Companies Act 2013and the applicable Regulations of SEBI (LODR) Regulations 2015 the performance of theBoard was carried out during the year. The Board was evaluated for its performance basedon the following factors:
i. Attendance of Board Meetings and Committees;
ii. Contribution made to the Board discussions and future planning;
iii. Level of commitment to the stakeholders' interest;
iv. Initiatives towards the growth of the business and profitability;
v. Providing outlook view points and feedback taking the Company ahead beyondexpectations.
The evaluation involves Self-Evaluation by the Board Member and thereafter in thefollowing manner:
a) Individual Directors - The performance of the individual Directors' is evaluated
by the Nomination and Remuneration Committee.
b) Board and Committees The Board evaluated its own performance and also of theCommittees taking into consideration the above mentioned factors. A member of the Boarddoes not participate in the discussion of his / her evaluation.
22. 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' respectivelyhave been duly followed by the Company.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 are given as Annexure-II and forms partof this report.
24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has put in place an adequate system of internal control commensurate withits size and nature of business. These systems provided a reasonable assurance in respectof providing financial and operational information complying with applicable statutes safeguarding assets of the Company and ensuring compliance with Corporate Policies. Proceduresto ensure conformance with policies standards and delegation of authority have been putin place covering all activities. Audit Committee periodically reviews the performance ofinternal audit system.
The Company has rigorous business planning system to set the targets and parameters foroperations which are reviewed with actual performance to ensure timely initiation ofcorrective action if required. The Audit Committee reviews adherence to the internalcontrol system and internal audit reports. Further the Board actually reviews theeffectiveness of the Company's internal control system.
25. STATUTORY AUDITORS:
The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away vide notificationdated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi. Accordingly noresolution is proposed for ratification of appointment of Auditors who were appointed inthe AGM held on 30th September 2017.
26. AUDIT REPORT AND OBSERVATIONS IF ANY:
The notes to accounts referred to in the Auditors Report are self explanatory andtherefore do not call for any further comments. The auditors have reported no observationsor qualifications in their report for the financial year 2020-21.
27. INTERNAL AUDITOR:
Your Company continuously invests in strengthening its internal control process andappointed Mr. I. Venkateswarlu M.Com LLM who is having vast knowledge and over 40 yearsexperience in the field of accounts finance Law costing etc. as Internal Auditor ofthe Company.
28. SECRETARIAL AUDIT:
In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has got the Secretarial Audit conducted from a Practicing CompanySecretary.
The Secretarial Audit Report issued by a qualified Company Secretary in Practice inForm MR-3 in respect of the secretarial audit of the Company for the financial year ended31st March 2021 is annexed herewith as Annexure III.
29. COST AUDIT:
The Company is not required to maintain cost records as per section 148 of CompaniesAct 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014 as theturnover of the Company for the financial year 2020-2021 is below Rs. 35 Crores.
30. EXPLANATION ON QUALIFICATION(S) MADE BY AUDITORS:
There is no qualification to be addressed in the statutory and secretarial audit reportof the Company for the financial year ended 31st March 2021.
31. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return (MGT 9) pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 is annexedherewith as Annexure IV and same is placed on website of the Companywww.midwestgoldltd.com.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report pursuant to Regulation 34 of the SEBI (LODR)Regulations 2015 forms part of this Report and is annexed as Annexure-V.
33. CORPORATE GOVERNANCE:
Pursuant to the Regulation 15(2) of SEBI (LODR) Regulations 2015 the regulationspertaining to the Corporate Governance i.e. 17 to 27 & Clauses (b) to (i) and (t) ofsub regulation 46(2) and para C D & E of schedule V are not applicable to the Companyas the paid-up capital is not exceeding Rs. 10 Crores and net worth is not exceeding Rs.25 Crores as on the latest Audited Balance Sheet.
However the Company has implemented the procedures and adopted practices in conformitywith the Code of Corporate Governance of the SEBI (LODR) Regulations 2015 to the limitedextent applicable in-line with the provisions of Companies Act 2013 and relevant rulesmade there under. A separate report on Corporate Governance is annexed herewith asAnnexure-VI though it is not applicable to the Company in order to provide briefinformation to the Shareholders.
34. RATIO OF REMUNERATION OF EACH DIRECTOR TO EMPLOYEE:
As none of directors of the Company are paid with remuneration the ratio ofremuneration of each director to the median employee shall not arise. Howeverremuneration has been paid to Key Managerial Personnel and details are detailed below:
(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2020-21 and ratio of the remuneration ofeach Director to the median remuneration of employees of the Company for the financialyear 2020-21 are as under:
|S. No. Name of Director/ KMP and designation ||Remuneration of Director/ KMP for the financial year 2020- 21 (In Rs.) ||% increase in remuneration during the financial year 2020-21 ||Ratio of remuneration of each director to median remuneration of employees |
|1. Mr. B.S. Raju Whole Time Director ||Nil ||Nil ||Nil |
|2. Mr. Deepak Kukreti Whole Time Director ||Nil ||Nil ||Nil |
|3. Mr. Rao Sasikanth Independent Director ||Nil ||Nil ||Nil |
|4. Mr. Sudi Malyadri Additional Independent Director ||Nil ||Nil ||Nil |
|5. Mrs. Neelima Kotagiri Independent Woman Director ||Nil ||Nil ||Nil |
|6. Mrs. Soumya Kukreti Director ||Nil ||Nil ||Nil |
|7. Mrs. Rajyalakshmi Ankireddy Additional Director ||Nil ||Nil ||Nil |
|8. Mr. Jitendra H. Raut Company Secretary ||260625 ||Nil ||Nil |
|9. Mr. S. Anand Reddy Chief Financial Officer ||561249 ||Nil ||Nil |
(ii) In the financial year there was no increase in the median monthly remuneration ofemployees.
(iii) There were eight (8) permanent employees on rolls of the Company as on 31stMarch 2021.
(iv) Average percentage increase made in salaries of employees other than themanagerial personnel in the last financial year 2019-20 is NIL% whereas increase inmanagerial remuneration for the same financial year was NIL% and it is hereby affirmedthat the remuneration paid is as per the remuneration policy for Directors Key ManagerialPersonnel and other Employees.
35. REMUNERATION POLICY:
The Board of Directors on recommendation of the Nomination & RemunerationCommittee (NRC) framed a Nomination and Remuneration Policy for directors' appointmentand remuneration. The salient features of the said policy includes the criteria fordetermining qualifications positive attributes and independence of a director in additionto recommending the remuneration for the directors key managerial personnel and otheremployees. The said Policy is available on the company's website at www.midwestgoldltd.com
36. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors on recommendation of the Audit Committee established a vigilmechanism for Directors and Employees and accordingly adopted the "Whistle BlowerPolicy" pursuant to the provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement)Regulations 2015 to facilitate Directors andEmployees to report genuine concerns or grievances about unethical behavior actual orsuspected fraud or violation to the Company's code of conduct or ethics policy and toprovide adequate safeguards against victimization of persons who use such mechanism and toprovide for direct access to the Chairman of the Audit Committee in appropriate orexceptional cases. The said policy can be accessed on website of the Company atwww.midwestgoldltd.com.
37. A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
As the company have less than ten workers and no women employees neither at registeredoffice nor corporate office and the company having no other administrative/ other unitsinternal committee has not been constituted and no cases were filed/ registered underSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal Act 2013)during the year.
Your directors state no disclosure/reporting is required in respect of the followingitems as there were no transactions on these items during the financial year:
(i) Issue of equity shares with differential rights as to dividend voting orotherwise.
(ii) Issue of Employee stock option Scheme.
(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
(iv) Whole-time Directors of the Company did not receive any remuneration or commissionfrom any of its subsidiaries.
(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
39. OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS 2015:
The Company has also formulated and adopted the following policies as required underSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015:
Policy for consideration and approval of related party transactions
Code for independent Directors
Key Managerial Personnel for determination of materiality
Determination of Materiality of Events
Preservation of Documents Policy
Insider Trading Prohibition code
All policies are available on our website at www.midwestgoldltd.com.
Your Company's shares are presently listed on Bombay Stock Exchange. The company isregular in payment of listing fee to BSE.
41. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec 134(3)(c) of the Companies Act 2013 the Board ofDirectors of your Company hereby certifies and confirms that: i. In the preparation of theAnnual financial statements for the financial year ended 31st March 2021 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; ii. The Directors had selected such accounting policies and applied themconsistently and made judgements 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 financial year; iii. The Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the Assets ofthe Company and for preventing and detecting fraud and other irregularities; iv. TheDirectors had prepared the Annual accounts on a going concern basis; v. The directors haslaid down internal financial control to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; vi. The directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
The Board of Directors would like to place on record its appreciation towards all theemployees & managerial personnel of the company for their contribution in operationsof the company during the year under review. The Directors would also like to record theirsincere thanks to the Company's bankers Central and State Government officialscustomers vendors and the shareholders for their continued support and co-operation.
|BY ORDER OF THE BOARD || |
|For MIDWEST GOLD LIMITED || |
|Deepak Kukreti ||Baladari Satyanarayana Raju |
|Whole Time Director ||Whole Time Director |
|(DIN: 03146700) ||(DIN: 01431440) |
|Place: Hyderabad || |
|Date: 12.08.2021 || |