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मिडवैस्ट गोल्ड निदेशकों की रिपोर्ट, मिडवैस्ट गोल्ड निर्देशकों द्वारा रिपोर्ट

मिडवैस्ट गोल्ड

बीएसई: 526570  |  NSE: N.A  |  ISIN: INE519N01014  |  Ceramics & Granite

खोजें मिडवैस्ट गोल्ड कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 Your Directors have pleasure in presenting the TWENTY FIFTH ANNUAL
 REPORT together with the Audited Financial Statements of the company
 for the financial year ended 31st March, 2015.
 
 FINANCIAL HIGHLIGHTS :
 
 The performance of the company for the financial year ended 31st March
 2015 is summarized below.
 
                                                      (Rupees In Lakhs)
 
 PARTICULARS                                2014-2015         2013-2014
 
 Gross Revenue                                  15.39            111.37
 
 Total Expenditure                              47.57            162.55
 
 Profit/ (Loss) before Financial
 Charges, Depreciation and Taxation           (32.17)           (51.18)
 
 Less : Financial Charges                        0.37              2.27
 
 Depreciation                                   22.22              6.32
 
 Profit/(Loss) before Tax (PBT )              (54.77)           (59.78)
 
 Less/Add: Profit/ loss on sale /
 
 discard nation of Fixed Assets                    0                 0
 
 Less : (Income Tax)                               0                 0
 
 Add: Provision for Fringe Benefit Tax             0                 0
 
 Add: Provision for Deferred                 (63.50)           (18.93)
 Tax Liability / (Asset)
 
 Profit/(Loss) after Tax                        8.72           (40.84)
 
 PERFORMANCE
 
 Your Company achieved a Turnover of Rs. 15.39 Lacs when compared to Rs
 111.37 lacs during the previous year. The operations of the Company
 resulted in Profit of Rs.8.72 lacs when compared to Loss of Rs. 40.84
 Lacs during the previous year after adjustment of deferred tax
 Liabilities/Asset.
 
 FUTURE OUTLOOK :
 
 The management has done well to ensure sustain operations. However, due
 to low income, high cost, and expenditure, the operations resulted in
 loss as specified above. Efforts are being made to improve the turnover
 and reduce the costs involved in the coming years and also for
 improving the overall business activities of the Company.
 
 The Management is also looking to enhance the profit in the ensuing
 financial year.
 
 DIVIDEND:
 
 Your Directors do not recommend any dividend for the financial year
 2014-2015, in view of the operating loss in the current year and
 accumulated losses.
 
 DEPOSITS:
 
 The company has not accepted any deposits during the year under the
 review.
 
 DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT,2013
 
 The company has received the disclosure in Form DIR-8 from its
 Directors being appointed or re- appointed and has noted that none of
 the Directors are disqualified under section 164(2) of the companies
 Act,2013 read with Rule 14(1) of Companies Appointment and
 Qualification of Director Rules, 2014
 
 SUBSIDAIRY COMPANIES:
 
 The Company does not have any subsidiary Companies as on 31st March,
 2015.There are no Associate Companies within the meaning of Section
 2(6) of the Companies Act, 2013. The question of material change of the
 business of the subsidiaries/Associates do not arise.
 
 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
 OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
 THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
 
 No material changes and commitments affecting the financial position of
 the Company occurred between the end of the financial year to which
 this financial statements relate on the date of this report.
 
 STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
 POLICY OF THE COMPANY :
 
 The Company has in place a business risk management framework for
 identifying risks and opportunities that may have a bearing on the
 organization''s objectives, assessing them in terms of likelihood and
 magnitude of impact and determining a response strategy.  Your Company
 follows well-established and detailed risk assessment and minimization
 procedures, which are periodically reviewed by the Board.
 
 The Company has laid down a well-defined risk management mechanism
 covering risk mapping, risk exposure and risk mitigation process. The
 Company''s Risk Management Policy has been developed to include various
 categories such as Human Resources, Financial, Business Processes and
 Systems, strategy, Corporate Governance and Compliance and Information
 Security.
 
 A detailed exercise has been carried out to identify, evaluate, manage
 and monitor the risks which shall help the Company to take pro-active
 decisions and avoid all financial implications. The Board periodically
 reviews the risks and suggests steps to be taken to control and
 mitigate the same through a properly defined framework.
 
 The risk management includes identifying types of risks and its
 assessment, risk handling and monitoring and reporting.
 
 Further, the Board ensures risk reporting and updates, risk policy
 compliances and provide overall guidance and support to business risk
 owners.
 
 CORPORATE SOCIAL RESPONSIBILITY:
 
 The company do not have adequate profits in accordance with the
 provisions of the Companies Act, 2013 and Rules made there under, for
 the past three years hence did not implement corporate social
 responsibility policy.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
 OF THE COMPANIES ACT, 2013:
 
 The Company has not given any Loans, or Investments made under Section
 186 of the Companies Act, 2013 to other Bodies Corporate or persons as
 referred thereto during the financial year. However it has enhanced its
 guarantee to M/s HDFC Bank Ltd on behalf of M/s Midwest Granite Pvt.
 Ltd, its Holding Company for an amount of Rs.  25,50,00,000/- from Rs.
 18,00,00,000/- which is well within the limits of prior approval of the
 Share Holders vide Special Resolution dated 07.03.2012 (Announcement
 Date of result of Postal ballot) duly passed following the provisions
 of the earst while Companies Act, 1956 and relevant Rules made there
 under.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
 
 The transactions entered with related parties for the year under review
 were on arms length basis and in the ordinary course of business. Since
 the provisions of Section 188 of the Companies Act, 2013 are not
 attracted, the disclosure in Form AOC- 2 is not required. Further,
 there are no material related party transactions as defined in the
 Listing Agreement during the year under review with the Promoters,
 Directors or Key Managerial Personnel.
 
 The Policy on Related Party Transactions, as approved by the Audit
 Committee and the Board of Directors has been uploaded on the website
 of the Company.
 
 EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
 REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY
 SECRETARY IN THEIR REPORTS:
 
 There were no qualifications, reservations or adverse remarks made
 either by the Auditors or by the Practicing Company Secretary in their
 respective reports.
 
 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 of Managerial remuneration, Directors'' qualifications, positive
 attributes, independence of Directors and other related matters as
 provided under Section 178 (3) of the Companies Act, 2013 based on the
 recommendation of Nomination and Remuneration Committee.  The details
 of this Policy is explained in the Corporate Governance Report.
 
 DIRECTORS AND KEYMANAGERIAL PERSONNEL INFORMATION :
 
 Reappointment of Retiring Director :
 
 In accordance with the provisions of the Companies Act, 2013, Mr. P.K
 Tyagi, Director is retiring at the ensuing Annual General Meeting and
 being eligible, offers himself for reappointment.
 
 Appointment and Resignation of Woman Director:
 
 As per the requirement of Section 149 of the Companies A ct, 2013 read
 with Rule 3 of the Companies (Appointment and Qualifications of
 Directors) Rules, 2014 and Clause 49 of the Listing Agreement Your
 Directors has appointed Mrs. M.Swarupa Rani, DIN 00667626 as Additional
 woman Director w.e.f 31.03.2015 to hold the office of the Director upto
 the date of ensuing Annual General Meeting.
 
 However she has resigned for the office of the Director w.e.f
 14.08.2015 due to her personal reasons and other preoccupation.
 
 Appointment of Woman Independent (Additional) Director :
 
 As per the requirement of Section 149 of the Companies A ct, 2013 read
 with Rule 3 of the Companies (Appointment and Qualifications of
 Directors) Rules, 2014 and Clause 49 of the Listing Agreement Your
 Board of Directors has appointed Mrs. K.Neelima, DIN 07257891 as an
 Additional woman Independent Director w.e.f 14.08.2015 on the
 recommendation of Nomination and Remuneration Committee to hold the
 office of the Director upto the date of ensuing Annual General Meeting.
 A notice has been received pursuant to Section 160 of the Companies
 Act, 2013 for her re-appointment as Woman Independent Director subject
 not to liable to retire by rotation. The Nomination and Remuneration
 Committee and the Board of Directors have recommended to the share
 holders for her reappointment as Independent Director.
 
 Resignation of Independent Director :
 
 Mr. S.Radha Krishnan, Independent Director DIN 00196796 of the Company
 has resigned with effect from 14.08.2015 due to personal reasons. The
 Board records its appreciation of the valuable contribution rendered by
 the said Independent Director during his tenure as an Independent
 Director of the Company.
 
 Appointment of Chief Financial Officer :
 
 Your Directors during the period has appointed Mr. S.Anand Reddy as
 Chief Financial Officer w.e.f 04.07.2014.
 
 Appointment of Company Secretary :
 
 Your Directors during the period has appointed Mr. Thirumalesh Thumma
 as Company Secretary w.e.f 04.07.2014.
 
 DECLARATION OF INDEPENDENT DIRECTORS:
 
 The Independent Directors submitted their disclosures to the Board that
 they fulfill all the requirements as stipulated in Section 149(6) of
 the Companies Act, 2013 so as to qualify themselves to be appointed as
 Independent Directors under the provisions of the Companies Act, 2013
 and the relevant rules an as per the Listing Agreement.
 
 EVALUATION OF THE BOARD S PERFORMANCE:
 
 In compliance with the requirements of Section 134(3) (p) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement, the
 performance of the Board was carried out during the year under review.
 The Board was evaluated for its performance based on 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 beyond expectations.
 
 The evaluation involves Self-Evaluation by the Board Member and
 thereafter in the following 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 the Committees taking into consideration the above mentioned
 factors. A member of the Board does not participate in the discussion
 of his / her evaluation.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 The Directors of your Company hereby report :
 
 (i) that in the preparation of Annual Accounts for the financial year
 ended 31st March, 2015, the applicable accounting standards have been
 followed along with the proper explanation relating to material
 departures, if any, there from;
 
 (ii) that 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 and loss of the company for that period;
 
 (iii) that 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) that the directors have prepared the annual accounts on a going
 concern basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO :
 
 The information regarding Energy Conservation, Technology Absorption,
 Foreign Exchange Earnings and Outgo as required by section 134(3)(m) of
 the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
 Rules, 2014 are given as Annexure A and forms part of this report.
 
 NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:
 
 The Company has conducted Eight (8) Board Meetings during the financial
 year under review. The Board Meetings were held in compliance with the
 Companies Act, 2013.The details of the same are provided in the
 Corporate Governance Report.
 
 STATUTORY AUDITORS:
 
 The appointment of Auditors, M/s. G.L. Kothari & Co., Chartered
 Accountants, Bangalore shall be subject to the ratification at the
 ensuing Annual General meeting and, being eligible, offer themselves
 for reappointment subject to the time stipulated in the notice of the
 AGM.
 
 The Company has received letter from the auditors to the effect that
 their re-appointment, if made, would be within the prescribed limits
 under Section 141(3)(g) of the Companies Act, 2013 and that they are
 not disqualified for re-appointment.
 
 AUDIT REPORT
 
 The Notes to Accounts referred to in the Auditors Report are self
 explanatory and therefore do not call for any further comments.
 
 INTERNAL AUDIT:
 
 Your Company continuously invests in strengthening its internal control
 process and appointed Mr I.Venkateswarlu, M.Com, LLM, who is having
 vast experience in the field of accounts, finance, costing etc as
 Internal Auditor of the Company, The Company has put in place an
 adequate system of internal control commensurate with its size and
 nature of business . These systems provided a reasonable assurance in
 respect of providing financial and operational information complying
 with applicable statutes safe guarding assets of the Company and
 ensuring compliance with Corporate Policies.  Procedures to ensure
 conformance with policies, standards and delegation of authority have
 been put in place covering all activities. Audit Committee periodically
 reviews the performance of internal audit system.
 
 The Company has rigorous business planning system to set the targets
 and parameters for operations which are reviewed with actual
 performance to ensure timely initiation of corrective action if
 required. The Audit Committee reviews adherence to the internal control
 system and internal audit reports. Further the Board actually reviews
 the effectiveness of the Company''s internal control system.
 
 SECRETARIAL AUDIT :
 
 In accordance with the provisions of Section 204 of the Companies Act,
 2013 read with Rule 9 of The Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, the Company has got the Secretarial
 Audit conducted from the Practicing Company Secretary.
 
 A Secretarial Audit Report issued by Mr. G. Shy am Krishna, Company
 Secretary in Practice, in Form MR-3, in respect of the secretarial
 audit of the Company for the financial year ended 31st March 2015, is
 provided in Annexure B.
 
 COST AUDIT
 
 The Company is not required to maintain cost records as per the
 Companies (Cost Records and Audit) Amendment Rules, 2014 as the
 turnover of the Company for the financial year 2013-2014 was below Rs.
 35 Crores.
 
 EXTRACT OF ANNUAL RETURN :
 
 The extract of Annual Return (MGT - 9) pursuant to the provisions of
 Section 92 read with Rule 12 of the Companies (Management and
 administration) Rules, 2014 is furnished in Annexure C and is attached
 to this Report.
 
 CORPORATE GOVERNANCE :
 
 The Company has implemented the procedures and adopted practices in
 conformity with the Code of Corporate Governance to the extent
 applicable enunciated in Clause 49 of the Listing Agreement with the
 Stock Exchanges. A separate report on Corporate Governance is annexed
 herewith, as a part of the Annual Report along with the Auditor''s
 Certificate on its compliance. However the amended Clause 49 is not
 applicable to the Company since the net worth is less than 25 Crores
 and the paid up capital is less than 10 Crores as stipulated in the
 said applicable Regulations.
 
 PARTICULARS OF EMPLOYEES:
 
 Further, the Company has no person in its employment drawing salary of
 Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the
 provisions of Section 197 of the Companies Act, 2013, read with Rule
 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014.
 
 LISTING:
 
 Your Company''s shares are presently listed on the Stock Exchanges of
 Bombay, Bangalore, Ahmadabad, and Delhi. However in the recent past the
 SEBI has derecognized all the local stock exchanges i.e Bangalore,
 Delhi except Ahmadabad for their non compliance of the SEBI norms.
 Further none of the local stock exchanges are providing trading plat
 form to the Company from the past several years.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 Management Discussion and Analysis Report, pursuant to Clause 49 of the
 Listing Agreement forms part of this Report and is annexed hereto.
 
 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL
 MECHANISM:
 
 The Company has constituted an Audit Committee as required under
 Section 177 of the Companies Act, 2013 and has also established Vigil
 Mechanism for their employees and Directors to report their genuine
 concerns or grievances.
 
 The details of the same are explained in the Corporate Governance
 Report. The Board has accepted all the recommendations of the Audit
 Committee during the year under review as and when brought to their
 notice.
 
 SHARES:
 
 a.  BUY BACK OF SECURITIES
 
 The company has not bought back any of its securities during the year
 under the review.
 
 b.  SWEAT EQUITY
 
 The company has not issued any Sweat Equity shares during the year
 under the review.
 
 c.  BONUS SHARES
 
 No Bonus shares were issued during the year under the review.
 
 d.  EMPLOYEES STOCK OPTION PLAN
 
 The company has not provided any stock option scheme to the employees.
 
 ACKNOWLEDGEMENTS :
 
 The Board of Directors would like to place on record its appreciation
 towards all the employees & the managerial personnel of the company for
 their contribution in the operations of the company during the year
 under review. The Directors would also like to record their sincere
 thanks to the Company''s bankers, Central and State Government
 officials, customers, vendors and the shareholders for their continued
 support and co- operation.
 
                                     BY THE ORDER OF THE BOARD
                                     For MIDWEST GOLD LIMITED
 
                               P.K. Tyagi                B.S.Raju
                               Director             Whole Time Director
                               (DIN: 02391274)        (DIN: 01431440)
 
 Place : Bangalore
 Date : 14.08.2015
 
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `1008 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `538 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `379 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `656 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `1075 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `36 Cr की बिकवाली की
  • MS ON BPCL : Overweight रेटिंग, लक्ष्य `571/Sh
  • CS ON AARTI IND : Outperform रेटिंग, लक्ष्य `980/Sh
  • CS ON APOLLO HOSP : लक्ष्य `1,300 से बढ़ाकर `1,600/Sh
  • NOMURA ON ESSAR CASE : बैंकों की अब 90% तक रकम की रिकवरी संभव

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