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Directors Report of Mid India Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting Twenty Third Annual Report on the business and operations with Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 01/04/2013 to 01/04/2012 to 31/03/2014 31/03/2013

Total Revenue 3747.20 4174.40

Total Expenses before depreciation, finance cost, tax and 3667.79 4117.83 exceptional item

Profit before depreciation, finance cost, tax and 79.41 56.56 exceptional item

Depreciation 27.48 28.67

Finance Cost 31.81 8.27

Profit Before exceptional items and tax 20.12 19.62

Exceptional Item 0.00 0.00

Profit after exceptional Item and before tax 20.12 19.62

Tax 3.95 3.75

Profit after tax 16.17 15.87

OPERATIONS

During the year under review the company has turnover of Rs.3747.20 lacs as compared to Rs. 4174.40 lacs in the previous year. The profit before tax stood at Rs. 20.08 lacs as compared to Rs. 19.62 lacs in the previous year.

DIVIDEND

In view of the carry forward losses of the company, the Directors regret their inability to recommend any dividend.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company Mr. Pradeep Kumar Ganediwal, retires by rotation at the forthcoming Annual General Meeting, and being eligible, offer him for re-appointment.

Further Shri Dharmprakash Shrivastav resigned from the post of Directorship. Your Board places on record its deep appreciation of the valuable contribution made by him during his tenure as Director of the Company

Further Shri Shreeram Singh, Shri Rakesh Jain and Shri Aneet Jain the existing independent directors are further proposed to be appointed as Independent Directors for a term of five years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31" March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Companies Act, 2013 for proposal for appointment of all independent directors ofthe Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

FIXED DEPOSIT

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

DIRECTOR'S RESPONSIBILITIES STATEMENT.

Pursuant to the requirement under Section 217(2 AA) of the Companies Act, 1956, with respect to Director's Responsibility statement, it is hereby confirmed:

I) that in the preparation of the annual accounts for financial year ended 31" March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departure;

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 fai r view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year and review.

III) that the Directors have taken proper and sufficient care of 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.

AUDITORS

M/s KVNG & Associates retire and being eligible, offer themselves for re-appointment in forthcoming Annual General Meeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. KVNG & Associates as statutory auditors of the Company from the conclusion of the forthcoming AGM until the conclusion of next Annual General Meeting of the company.

AUDITORS REPORT

The Report of Auditors of the Company for the year under reference is self-explanatory and do not call for any comments from the Directors.

COST AUDITORS

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges, Audit Committee Comprises of Shri Shreeram Singh, Shri Rakesh Jain and Shri Aneet Jain.

CODEOFCONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

ENERGY,ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUT GO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and out go as required to be disclosed in terms of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

INDUSTRIAL RELATIONS

The Board is pleased to inform you that Industrial relations have continuously been cordial at all levels throughout the year. The Board of Directors place on record their deep appreciation for the sincere, devoted and dedicated team work of all employees at all levels to meet the quality, cost and delivery requirements of the customers

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, stakeholders .clients, business associates, regulatory authorities and bankers.

For and on behalf of the Board

Place: Indore Dated: 12/08/2014

AMR1SH GUPTA RAKESH KUMAR JAIN MANAGING DIRECTOR DIRECTOR Din No. 02723180 DIN NO. 01548417


Mar 31, 2013

The Directors have pleasure in presenting Twenty Second Annual Report on the business and operations with Audited Statement of Accounts for The year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs) Particulars 01/04/2012 01/04/2011 to 31/03/2013 to 31/03/2012

Turnover and Other Income 4174.40 2746.20

Profit/(Loss) before Interest and Depreciation 56.56 55.40

Interest 8.27 13.78

Profit/(Loss) after Interest but before Depreciation 48.29 41.62

Depreciation 28.67 28.66

Net Profit/(Loss) from Operation 19.62 12.96

OPERATIONS

During the year under review the company has achieved turnover of X 4174.40 lacs as compared to ^ 2746.20 lacs in the previous year. The profit before tax stood at ? 19.62 lacs as compared to ? 12.96 lacs in the previous year.

DIVIDEND

In view of the carry forward losses of the company, the Directors regret their inability to recommend any dividend.

DIRECTORS

In accordance with provisions of Companies Act, 1956 and Company''s Articles of Association Shri Shreeram Singh and Shri Rakesh Kumar Jain retire by rotation and is eligible for reappointment.

Shri Amrish Gupta has been appointed as Managing Director of Company at the Extra Ordinary General Meeting held on 25th May, 2013 for a period of 5 years w.e.f. 1st June, 2013.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Director''s Report and the certificate from the Company''s Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is included in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

(i) That in the preparation of Annual Accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 to the financial year and of the 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 prevention and detecting fraud and other irregularities to the best of their knowledge and ability;

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s Kamal Nayan Singhal & Company, Statutory Auditors of the Company merged with M/s KVNG& Associates Chartered Accountants Firm with effect from 1 st May, 2013 vide letter dated 22/05/2013 issued by The Institute of Chartered Accountants of India. M/s KVNG & Associates have been appointed as Statutory Auditors of the Company at the Extra Ordinary General Meeting hed on 25th May, 2013.

M/s K V N G & Associates, Statutory auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for appointment. The Company has received certificate from Auditor to the effect that their appointment, if made, would be within the prescribed limit under Section 224( 1 -B) of the Companies Act, 1956.

AUDITORS OBSERVATIONS

The observations of the Auditors as referred to in the Auditors'' Report are suitably explained in the Notes to the Accounts

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is not applicable as there is no employee coming under the preview of Section 217(2 A) of the Act.

For and on behalf of the Board

Place : Mandsaur (AMRISH GUPTA)

Dated : 31/08/2013 Managing Director

 
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