To,
The Members,
Mid India Industries Limited
Your Directors have the pleasure of presenting the 32 Annual Report on the business and
operations of the Company, together with the
Audited Financial Statement of your company for the year ended 31 March, 2023.
1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE
1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF FINANCIAL STATEMENTS
The financial statements of the Company for the financial year ended March 31, 2023,
have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified
by the Ministry of Corporate Affairs and as amended from time to time.
The Company's performance during the financial year ended March 31, 2023 as compared to
the previous financial year is summarized below:
(Amount in Thousands except EPS)
Particulars |
Year ended st 31 March 2023 |
Year ended st 31 March 2022 |
| Total Income |
146,927.05 |
190,131.89 |
| Total Expenditure |
136,524.09 |
182,283.55 |
Profit/(Loss) before exceptional items and tax |
10,402.96 |
7,848.34 |
| Exceptional Item |
(4,621.46) |
32.60 |
Profit/(Loss) before tax |
5,781.50 |
7,880.94 |
| Provision for Tax |
|
|
| Current Tax |
- |
1,229.43 |
| Deferred Tax |
1,285.01 |
1,458.16 |
Profit/(Loss) after tax |
4,496.49 |
5,193.35 |
| Other comprehensive Income ( Net of Tax) |
(218.36) |
31.20 |
Total Comprehensive Income |
4,278.13 |
5,224.55 |
| Paid up Equity Share Capital |
163,000.00 |
163,000.00 |
| Earning per share (Rs.10/- each) Basic & Diluted |
0.26 |
0.32 |
1.2 OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the Financial year under review, Company has trading in heavy plant machinery
and spare parts business and achieved total income of Rs. 1469.27 lacs for the financial
year ended March 31, 2023 as against Rs. 1901.32 lacs in the previous year. Further during
the financial year, company has earned net profit before comprehensive income of Rs. 44.96
lacs in comparison to previous year earned net Profit of Rs. 51.93 lacs
Due to continued heavy losses and outdated machineries, your company has stopped
manufacturing process and after heavy losses aforesaid manufacturing activities was closed
and leased out Factory, Plant & Machinery of the Company in the year 2018-19 for the
purpose of generation of Revenue owing to market situation and uncertain cash flows from
the business and also changed its main object in financial year 2019-20 to diversify its
business in real estate activities. Further Company has also started trading business in
heavy plant & machineries and spare parts and generated operating profit.
During the current financial year Board of Directors of the Company with mutual consent
with TDB SPINNERS PRIVATE LIMITED (lessee)
discontinued its lease agreement w.e.f. 01 May, 2023. As per permitted object clause of
memorandum of association, Board of directors of the company are considering to start the
real estate project in future to avail immense opportunities in real estate business as
company having land situated in Mandsaur at prime location which may be for development of
plots.
2. ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft annual return as on
31 March, 2023 prepared in accordance with Section 92(3) of the Act is made available on
the website of your Company and can be assessed using the web link
https://www.midindiaindustries.com/_files/ugd/6b2668_d7c89d36f4f94bea93d2aaa091a059ce.pdf
3. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & AGM
The Board met Four (4) times during the FY 2022-23, the details of which are given in
the Corporate Governance Report forming part of the
Annual Report. The maximum interval between any two meetings did not exceed 120 days,
as prescribed in the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
Information on the Audit Committee, the Nomination and Remuneration Committee and the
Stakeholders Relationship Committee and meetings of those Committees held during the year
is given in the Corporate Governance Report.
Further, 31st Annual General Meeting of the Company for financial year 2021-22 was held
on 3 September, 2022.
4. DIVIDEND
Due to inadequate profit and accumulated losses of earlier years, your Directors regret
their inability to recommend any dividend for the financial year under review.
5. AMOUNTS TRANSFERRED TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for F.Y.
2022-23 appearing in the Statement of Profit and Loss Account.
Accordingly, your company has not transferred any amount to General Reserves for the
year ended 31 March, 2023.
6. DEPOSITS
The Company has not accepted any deposits, within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as
amended from time to time.
DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF
THE ACT:
Not applicable since company has not accepted any deposits, therefore, the question
does not arise regarding non compliance with the requirements of Chapter V of the Act.
DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS:
Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(C)(viii) of
Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or
re-enactment thereof for the time being in force), the Company had not received any
unsecured loan from directors during the financial year 2022-23.
7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
During the financial year ended on 31 March, 2023, the Company did not have any
subsidiary, joint venture or associate company
8. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Composition of the Board of Directors of the Company is in accordance with the
provision of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR)
Regulations, 2015, with an appropriate combination of Executive, Non-Executive and
Independent Directors.
During the year, there was no change in the director of the Company.
Director retiring by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Company's Articles of Association, Mr. Bhawani Shankar Soni, Whole Time Director (DIN:
01591062) retires by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. However, his term is fixed and shall not break due to
this retirement. The Board recommends his reappointment for the consideration of the
Members of the Company at the ensuing Annual General Meeting.
Women Director
Pursuant to the provision of Section 149 of the Companies Act, 2013 and Regulation 17
of the SEBI (LODR) Regulations, 2015, Mrs. Deepika Gandhi holds position of a Non-
Executive (Independent) Women Director of the Company.
Key Managerial Personnel
During the year, there was no change in Key Managerial Personnel of the Company.
However during the year company has re-appoint its KMP as details mentioned below:
(i) Board of Directors of the Company in their meeting held on 26 May, 2022
re-appointed Mr. Bhawani Shankar Soni (DIN: 01591062) as
Whole Time Director of the Company for further period of three years w.e.f. 5 June,
2022 to 4 June, 2025 which has been subsequently
approved by members in 31 Annual General Meeting held on 03rd September 2022.
(ii) Board of Directors in their Meeting held on 08 August, 2022, considered
re-appointment of Shri Sanjay Singh (DIN: 01548011) as
Chairman and Managing Director of the Company for a period of five years w.e.f 1
October, 2022 till 30 September, 2027 which has been
subsequently approved by members in 31 Annual General Meeting held on 03 September
2022.
Further, during the Current Financial Year 2023-2024 on the recommendation of
Nomination and Remuneration Committee, the Board at
its Meeting held on 11 August, 2023 approved appointment of Mr. Bhushan Tambe (DIN:
10227749) and Ms. Awani Kothari (DIN:
10227740) as an Additional as well as Non-Executive Independent Director on the Board
of Directors of the Company with effect from 11 August, 2023 to hold office up to the date
of the Annual General Meeting of the Company to be held thereafter and subject to the
approval of the Members at the said Annual General Meeting, to hold office as an
Independent Director for a term of 5 (five) consecutive years
commencing from 11 August, 2023 to 10 August, 2028 (both days inclusive). The Company
has received the requisite Notice from a Member in writing proposing their appointment as
a Non-Executive Independent Director of the Company.
The following have been designated as the Key Managerial Personnel of the Company
pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time:
1. Shri Sanjay Singh (DIN:01548011), Chairman and Managing Director 2. Shri Bhawani
Shankar Soni (DIN:01591062), Whole time Director 3. Shri Shailendra Kumar Agrawal, Company
Secretary and Compliance officer 4. Shri Om Prakash Dhanotiya, Chief Financial Officer
DISQUALIFICATIONS OF DIRECTORS:
During the year declarations received from the Directors of the Company pursuant to
Section 164 of the Companies Act, 2013. Board appraised the same and found that none of
the director is disqualified for holding office as director.
9. DECLARATION BY INDEPENDENT DIRECTOR
The Independent Directors have submitted the declaration of independence, as required
under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['the
SEBI (LODR) Regulations, 2015] as amended from time to time.
Further in terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence and that they are independent of the Management. The Board of Directors
of the Company have taken on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of the veracity of the same.
The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise and experience required to fulfil
their duties as Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered themselves with the databank maintained
by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent
Directors are also required to undertake online proficiency self-assessment test conducted
by the IICA within a period of 2 (two) years from the date of inclusion of their names in
the data bank, unless they meet the criteria specified for exemption.
During the year, all the Independent Directors of the Company are exempt from the
requirement to undertake online proficiency self-assessment test. Further directors
appointed during the current financial year 2023-24, Mr. Bhushan Tambe (DIN: 10227749) and
Ms. Awani Kothari (DIN: 10227740), Non-Executive Independent Director of the Company are
required to clear the online proficiency self-assessment test.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your
Company, to the best of their knowledge, belief and ability and explanations obtained by
them, confirm that:-
i) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that year;
iii) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concern basis;
v) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating effectively;
vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
11. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year as on 23 March, 2023. The Meeting
was conducted in an informal manner without the presence of the Chairman, the Whole Time
Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.
12. COMMITTEES OF THE BOARD OF DIRECTORS
Currently, the Company has three committees viz; Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee which has been established as
a part of the better corporate governance practices and is in compliance with the
requirements of the relevant provisions of applicable laws and statues. Your Company has
an adequately qualified and experienced Audit Committee with Shri Rakesh Kumar Jain
(Chairman) (DIN: 01548417), Shri Aneet Jain (DIN: 00380080) and Smt. Deepika Gandhi (DIN:
07017162), as Members. The recommendations of the Audit Committee were duly approved and
accepted by the Board during the year under review.
The details with respect to the composition, powers, roles, terms of reference,
Meetings held and attendance of the Members at such Meetings of the relevant Committees
are given in detail in the Report on Corporate Governance of the Company which forms part
of this Report.
13. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY
THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES
Pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015, the
evaluation of all the directors, committees, Chairman of the Board, and the Board as a
whole was conducted based on the criteria and framework adopted by the Board which
includes assessing the quality, quantity and timelines of flow of information between the
Company, Management and the Board, as it is necessary for the Board to effectively and
reasonably perform their duties.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on
the key aspects of his role. The Directors were satisfied with the evaluation results,
which reflected the overall engagement of the Individual Directors, the Board as a whole
and its Committees with the Company.
Performance Evaluation Criteria for Independent Directors:
The performance evaluation criteria for independent directors are determined by the
Nomination and Remuneration committee. An indicative list of factors that may be evaluated
include participation and contribution by a director, commitment, effective deployment of
knowledge and expertise, effective management of relationship with stakeholders, integrity
and maintenance of confidentiality and independence of behavior and judgments.
Statement with regard to integrity, expertise and experience of the independent
director appointed during the year.
During the year under review, the Board has not appointed any Independent Director in
the Company. Further, in the opinion of the Board, all our Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key
skills, expertise and core competencies of the Board, including the Independent Directors,
is provided in Corporate Governance Report.
14. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013
During the financial year, the Company has not provided any loans and guarantees or
made investments pursuant to Section 186 of the Companies Act, 2013.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Company has formulated a Policy on Related Party Transactions. The
Policy can be accessed on the Company's website at
https://9cad8eb6da7b44e79f64591c1469edb1.filesusr.com/ugd/6b2668_592c81ea43d24434a503e56bd8172474.pdf
The Policy intends to ensure that proper reporting; approval and disclosure processes
are in place for all transactions between the Company and Related Parties.
During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm's length and in the ordinary
course of business. Prior omnibus approval is obtained for related party transactions
which are of repetitive nature and entered in the ordinary course of business and on an
arm's length basis. The Company did not have any contracts or arrangements with related
parties in terms of Section 188(1) of the Companies Act, 2013. Also, there were no
material related party contracts entered into by the Company during the year under review.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and
hence does not form part of this report.
Details of related party transactions entered into by the Company, in terms of Ind
AS-24 have been disclosed in the notes to the financial statements forming part of this
Report & Annual Accounts 2022-23.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, Company was not engaged in manufacturing activities, therefore,
particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning
and Outgoing as required under sub-section (3)(m) of Section 134 of the Companies Act,
2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are not applicable.
(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 development
or import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the Financial Year): The Company has neither purchased within India
nor imported any technology.
(iv) Company has not incurred any expenditure on Research and Development during the
year under review: The Company has not incurred any expenditure on Research and
Development during the year under review.
(C) Foreign Exchange earning/outgo:
During the year, there was neither inflow nor outflow of foreign exchange.
17. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures.
Your company has an effective internal control and risk mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
company's internal control system is commensurate with its size, scale and complexities of
its operations; the internal and operational audit is entrusted to Kaushal & Agrawal,
Chartered Accountants. The main thrust of internal audit is to test and review controls,
appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.
The audit committee of the board of directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. The company has a robust management information system, which is an integral part of
the control mechanism.
The audit committee of the board of directors, statutory auditors and the business
heads are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of director. Significant
audit observations and corrective actions taken by the management are presented to the
audit committee of the board. To maintain its objectivity and independence, the internal
audit function reports to the chairman of the audit committee. Report of statutory
auditors for internal financial control system is form part of Audit Report.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year, your Company did not meet criteria laid down under the
provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate
Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social
Responsibility are not applicable to the Company.
19. REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any, of the Companies
Act, 2013 read with the Rules issued there under and the SEBI (LODR) Regulations, 2015,
the Board of Directors formulated the Nomination and Remuneration Policy of your Company
on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section
134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company
which lays down the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of Directors and policies of the Company
relating to remuneration of Directors, KMP and other employees is available on the
Company's website at
https://9cad8eb6da7b44e79f64591c1469edb1.filesusr.com/ugd/6b2668_e8349c14316f4b7c9737b0f3fa5690f9.pdf
The Board of Directors affirms that the remuneration paid to Directors, senior
management and other employees is in accordance with the remuneration policy of the
Company.
The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
as amended up to date, is annexed as Annexure-A and forms an integral part of the
Board Report.
During the year under review, none of the employee of the company is drawing more than
Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year.
Therefore, Particulars of the employees as required under Section 197 of Companies Act,
2013 read with Rule
5(2) & Rule 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 are not applicable for the financial ended 31 March, 2023.
Further the statement containing details of Top Ten Employees in terms of remuneration
of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended up to the date, is available at Corporate Office of the Company. In terms of
Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the
aforesaid details. Any Member desirous of obtaining above said details may write to the
Company Secretary or email at csmidindia@gmail.com.
Further, Company did not have any holding or subsidiary company therefore receipt of
the commission or remuneration from holding or subsidiary company of the company as
provided under Section 197(14) of Companies Act, 2013 is not applicable.
20. REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS
Your Company has complied with the Corporate Governance requirements under Companies
Act, 2013 and as stipulated under the provisions of the SEBI (LODR) Regulations, 2015. A
detailed Report on Corporate Governance forms part of this Annual Report. A certificate of
Practicing Company Secretary L.N. Joshi Proprietor of L.N. Joshi and Company confirming
compliance of the Corporate Governance requirements by the Company is attached to the
Report on Corporate Governance.
A detailed analysis of the Company's performance is discussed in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
21. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any unethical
or unacceptable business practice. A whistle-blowing mechanism not only helps the company
in detection of fraud, but is also used as a corporate governance tool leading to
prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, wherever necessary. The Company ensures
those genuine Whistle Blowers are accorded complete protection from any kind of unfair
treatment or victimization.
The Whistle Blower Policy is disclosed on the website of the Company at
https://9cad8eb6-da7b44e79f64591c1469edb1.filesusr.com/ugd/6b2668_8f332701ed52439e86945295a45651e3.pdf.
No Person has been denied access to the Audit Committee.
22. 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 Board of Directors
appointed L. N. Joshi & Company, Practicing Company Secretaries, Indore to conduct the
Secretarial Audit of the Company for year ended March 31, 2023. The Secretarial Audit
Report given by the Secretarial Auditor of the Company is annexed as Annexure-B and
forms an integral part of this Report.
There is no qualification, reservation or adverse remark or disclaimer in Secretarial
Audit report except the following:-
Secretarial Auditor Observations |
Management Comments |
|
|
As per SEBI Circular No. CIR/CFD/CMD/13/2015 dated 30 November,
2015 at-least 50% of Non-Promoter's shareholding shall be in dematerialized form, however
out of total Non promoter shareholding only 36.03% shareholding held in dematerialized
form at the end of financial year 31.03.2023 |
The Company have requested to members who holds shares in physical
form to get dematerialized their shareholding and also inform about the benefits of shares
held in dematerialized. |
|
Further Total Non promoters holding increased from 32.05 to 36.03%
from the last financial year. |
Pursuant to Para 5 of SEBI Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 May 25, 2022, the Company has not taken any
contingency insurance policy to meet out the risk arising out of issuance of duplicate
securities. |
The Company is in process to obtain referred policy but till date
no insurance company is agreed to provide the same. |
23. STATUTORY AUDITOR
A T M & Associates, Chartered Accountants (FRN: 017397C), were appointed as
Statutory Auditors of your Company in the 30 Annual General
Meeting held on 20 September, 2021, for a term of five consecutive years from the
conclusion of 30th Annual General Meeting up to the conclusion of the 35 Annual General
Meeting to be held in the calendar year 2026.
EXPLANATION TO AUDITOR'S REMARKS:
The Auditors in their report have referred to the notes forming part of the Accounts
which are self-explanatory and does not contain any qualification, reservation or adverse
remark or disclaimer.
Further, there was no fraud in the Company, which was required to be reported by
Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act,
2013.
24. COST AUDITOR
Your Company does not falls within the provisions of Section 148 of Companies Act, 2013
read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to
time, therefore no such record are required to be maintained.
25. INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules
framed thereunder, your Company has appointed Kaushal & Agrawal, Chartered
Accountants, Indore, as the Internal Auditor of the Company and takes their suggestions
and recommendations to improve and strengthen the internal control system. Their scope of
work includes review of operational efficiency, effectiveness of system & processes,
compliances and assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Company's internal
control environment and monitors the implementation of audit recommendations including
those relating to strengthening of the Company's risk management policies and systems.
26. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2022-23 for all applicable
compliances as per SEBI Regulations and Circulars /Guidelines issued there under. Pursuant
to provision of Regulation 24A, the Annual Secretarial Compliance Report has been
submitted to the stock exchange within 60 days of the end of the financial year.
27. MD/CFO CERTIFICATION
The Managing Director & CFO of your Company have issued necessary certificate
pursuant to the provisions of Regulation 17(8) of the SEBI (LODR) Regulations, 2015 and
the same forms part of this Annual Report.
28. CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct ("the Code") for all
Board members and senior management personnel of your Company. This Code has been posted
on the Company's website at the web link:
https://9cad8eb6-da7b-44e7-9f64-591c1469edb1.filesusr.com/ugd/6b2668_2e1972bd19b142f3b0eb6c820f63f3dc.pdf
All Board members and senior management personnel have affirmed compliance with this
Code. Declaration on adherence to the code of conduct is forming part of the Corporate
Governance Report.
29. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Board of Directors has adopted a risk management policy to develop and implement
risk management procedure/plan including therein of elements of risks, if any which in the
opinion of the Board may threaten the existence of the Company.
30. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments affecting the financial position of the
company which has been occurred between the end of the financial year i.e., March 31, 2023
and the date of signing of this Board's Report. However, during the current financial year
2023-24, Lease
Agreement was discontinued with effect from 01 May 2023.
31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013
Your Company recognizes its responsibility and continues to provide a safe working
environment for women, free from sexual harassment and discrimination. In Compliance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at
workplace and has duly constituted an Internal Compliant under the same.
There was no case of sexual harassment reported during the year under review. Further,
the Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
32. LISTING OF SHARES
Presently, the equity share capital of the Company is listed at the BSE Limited (Scrip
Code: 500277). The Company is regular in complying with the requirements of the SEBI
(LODR) Regulations, 2015 and has duly paid the requisite Listing Fees to the BSE Limited.
33. DEPOSITORY SYSTEM
Your Company's shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage
offered by the Depository System, members are requested to avail the facility of
Dematerialization of the Company's shares on either of the Depositories mentioned as
aforesaid.
34. COMPLIANCE OF SECRETARIAL STANDARD
Your Company is in compliance with the applicable Secretarial Standards, issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.
35. OTHER DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/events on these items during the year under
review:-
No issue of equity shares with differential rights as to dividend, voting or otherwise.
As on 31 March 2023, none of the Directors of the company hold instruments convertible
into equity shares of the Company.
Company has not granted any stock option or issue sweat equity shares.
No Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Company's operation in future.
Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can bene cially hold shares as envisaged under
Section 67(3)(c) of the Companies Act, 2013).
There has been no change in the nature of business of the Company.
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI
(LODR) Regulations, 2015, is not applicable to your Company for the financial year ending
March 31, 2023.
No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the year in respect of your Company.
There was no one time settlement of loan obtained from the Banks or Financial
Institutions.
36. ACKNOWLEDGMENT AND APPRECIATION
The Board desires to place on record its grateful appreciation for continued
co-operation received from the banks, financial institutions, government, customers,
shareholders and other stakeholders during the year under review. Your Directors also wish
to place on record their appreciation for the extended co-operation and assistance
rendered to the Company and acknowledge with gratitude the continued support and
cooperation extended by the employees, investors, stakeholders, Banks and other regulatory
authorities.
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| Date: 11 August, 2023 |
For and on behalf of the Board of Directors |
| Place: Indore |
MID INDIA INDUSTRIES LIMITED |
Sanjay Singh Bhawani Shankar Soni Chairman and MD Whole Time Director DIN: 01548011
DIN: 01591062
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