Directors Report of Midland Polymers Ltd.

Mar 31, 2015

Dear Stakeholders,

The Directors are pleased to present before you the 23,d Annual Report of the company for the year ended 31st March, 2015.

Financial Results Standalone Figures

Particulars For the Year For the Year Ended

Total Revenue 39.79 87.32

Total Expenditure 29.24 42.77

Profit before tax 10.55 44.52

Provision for Tax (Including Deferred tax) 2.08 8.53

Mat Credit 8.23 3.33

Net Proflt/(Loss) after tax 16.84 39.43

REVIEW OF OPERATIONS

There has been an all round slump in the Global market. This has adversely affected our operations in the current year. However your company has managed to earn a net profit after tax Rs. 39.79 Lacs. Your Directors are pleased to inform you that effective steps are being taken by the management to resume the Manufacturing operations of the Company as soon as possible.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2015.

Share Capital

The paidup equity share capital of the company as on 31st March 2015 is Rs 13,58,74,700 divided into 135874700 equity shares of Rs 1 each and there is no change in the capital of the company during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013, and the Articles of Association of Company Mr. S N Rathi, Director of the Company who shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible to offer himself for the re-appointment.

During the year under review, Mrs. Usha Rathi has been appointed as the additional non executive Independent Woman director of the Company by the Board of Directors in their meeting held on 31st March 2015 and her office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from a member proposing the appointment of Mrs. Usha Rathi as the Non Executive Independent Woman Director of the Company in the ensuing Annual General Meeting.

The Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the Companies Act, 2013 Under Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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 and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable Saws and these are adequate and are operating effectively.

Composition:

At present the Board of Directors is balanced one and is comprised of Five directors, namely Mr. Aditya Phanse, Prof. Chain Singh Barla, Mr. Dinesh Kumar'Gund Mr. S. N. Rathi and Mrs Usha Rathi.

The composition of the Board as on 31st March 2015:

Name Category

Mr. Aditya Phanse Managing Director

Mr S N Rathi Non Executive Director

Mr. Dinesh Kumar Gund Independent Director

Prof. Chain Singh Barla Independent Director

Mrs Usha Rathi Independent Director

BOARD MEETING

During the financial year ended March 31, 2015, 06 Meetings of the Board of Directors were held as against the minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them.

The dates of meetings and the number of directors present therein are mentioned below.

Sr. No. Date

1. 30.05.2014

2. 14.08.2014

3. 28.08.2014

4. 13.11.2014

5. 13.02.2015

6. 31.03.2015

AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Lokesh Vyas & Co., Chartered Accountants, Inodre retire at this Annual General Meeting and the company has received a certificate from the auditors the effect that their appointment as auditors will be in accordance with the provisions of Companies Act, 2013 and the members are requested to approve their appointment as Statutory Auditors for the year 2015-16.

ii) Cost Auditors:

Cost Audit is not Applicable

iii)Secretarial Audit:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by MrYKoteswara Rao Practicing Company Secretary in Practice is enclosed as a part of this report.

AUDIT OBSERVATIONS:

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

LISTING OF SHARES AND SUSPENSION

The Equity Shares of the Company are listed on BSE Limited, Delhi Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited and the company has paid all the listing fees to the BSE LTD. The Company Shares are suspended from trading w.e.f 04th March 201S by BSE LTD vide their letter BSE letter No. L/DOSS/KM/INV/COM/531597/1 dated 27-02-2015 and the company has submitted its protest by way of a letter to the Exchange to lift the suspension and allow trading for the benefit of the Stake Holders of the company

SUBSIDIARY COMPANY

Your Company is holding 900,000 equity shares of M/s Protect Nature Pvt Ltd ("PNPT") (97.26% holding of "PNPT"), a company engaged in the business of Agro food products, production and process including forward and backward integration including manufacturing of fertilizers. Pursuant to the said acquisitions, PNPT became subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges and relevant provisions of companies Act 2013. The Consolidated Financial Statement and Auditors' Report thereon forms part of the Annual Report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physicat copies of the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

CORPORATE SOCIAL RESPONSIBILITY (CSR) is not applicable to your company.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Key Managerial Personnel (KMP) or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Separate Annexure.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and dause49of the Listing Agreement.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 as on 31st March 2015 is annexed herewith as Separate Annexure.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted any Fixed deposits from the public.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

PERSONNEL

None of the Directors/employees are in receipt of remuneration limits prescribed pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence the details of such Directors/employees are not attached herewith.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance for the year under review, as stipulated in Clause-49 of the Listing Agreement with the Stock Exchanges, has been attached as part of this annual report.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Multinational Companies operating in India and Abroad, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Engineers and Employees of the Company at all levels.

Date 04-09-2015 By Order of the Board of Directors

Place indore (M,P) Midland Polymers Limited

Sd/-

Aditya Phanse Managing Director DIN: 06644440

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Mar 31, 2014

Dear Stakeholders,

The Directors are pleased to present before you the 22nd Annual Report of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS Stand alone figures

(In Lacs)

Particulars For the Year Ended 31.03.2014 For the Year Ended 31.03.2013

Total Revenue 87.32 37.35

Total Expenditure 42.77 20.12

Profit/(Loss) before tax 44.52 17.08

Provision for Tax 5.09 3.45

Net Profit/(Loss) after tax 39.43 13.63

Consolidated figures

(In Lacs)

Particulars For the Year Ended 31.03.2014 For the Year Ended 31.03.2013

Total Revenue 87.32 N.A.

Expenditure 42.79 N.A.

Profit/(Loss) before Tax 44.52 N.A.

Provision for Tax 5.09 N.A.

Net Profit/(Loss) after tax 39.43 N.A.

REVIEW OF OPERATIONS

During the year under review performance of Your Company was good in comparison to the previous year though there was no income from the operations still your Company managed to earn Rs. 87.32 Lacs which is more than twice than the income for Financial Year 2012-13. During the year, the Company performed extremely well and earned a Net profit after tax Rs. 39.43 which is far better in comparison to previous year. Your Directors are pleased to inform you that effective steps are being taken by the management to resume the operations of the Company as soon as possible.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2014. The Board assures you to present a much strong financial statements in coming years.

BONUS SHARES

During the year under review, Your Company has allotted Bonus Shares to the Equity Shareholders of the Company in pursuance of the shareholders'' resolution passed through postal ballot notice dated 16th April 2013 the results in respect of which were declared on 25th day of May 2013, in the ratio of one Equity Share for every one Equity share held. The Equity shares for allotted to the Shareholders whose name were on the register of members on the date 11th Day of June 2013 which was fixed as record date for the purpose of Bonus Issue. The shares are listed on the BSE Limited and Company got the Listing approval on 17th June 2013.

SUB DIVISION

During the year under review, Your Company has split the nominal value of equity shares in pursuance of the shareholders'' resolution passed through postal ballot notice dated 16th April 2013 the results in respect of which were declared on 25th day of May 2013. The Nominal Value of Equity Shares has split from Rs. 10/- (Ten) each to Re. 1/- (One) each in such manner that each shareholder holding 1 (One) equity share of the Company having face Value of Rs. 10/- (Ten) each obtained 10 (Ten) equity shares of the Company of the face value of Re. 1/- (One) each.

INCREASE IN THE SHARE CAPITAL

During the Year under review, the Authorised Share Capital of Your Company has increased from Rs.110,000,000/- (Rupees Eleven Crores only) comprising of 11,000,000 (One Crore Ten Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 136,000,000/- (Rupees Thirteen Crores Sixty Lacs only) comprising of 13,600,000 (One Crore Thirty Six Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) and Paid Up Capital from Rs. 6,793,735 to Rs. 135,874,700.

SHIFTING OF REGISTERED OFFICE

During the year under review, Your Company has shifted the Registered Office of the Company from M 101, Yashwant Plaza-New, Opposite Railway Station, Indore, Madhya Pradesh Pin code 452001 to 101 First Floor 251 Nayapura (Pathar Godam) Indore 452001 within the same city, town or village with effect from 16th April 2013.

The members of the Company have approved for shifting of registered office of Company from Madhya Pradesh to Andhra Pradesh in the last Annual general Meeting. However due to some other engagements, management has not taken the scheduled steps for giving effect the resolution.

OBJECT CHANGE

During the year under review, Your Company has added some objects in the Main Object clause of the Memorandum of Association of the Company in order to enlarge its area of operation through Postal Ballot Notice dated 16th April 2013 the results in respect of which were declared on 25th day of May 2013. The following Businesses added to the Main Clause of the Memorandum of Association of the Company.

1. Textile Business

2. Pharmaceuticals Business including Consultancy

3. Dealing and Trading in all kind of Securities including Consultancy

4. Real Estate

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association of Company Mr. Aditya Phanse, Managing Director of the Company who shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible to offer himself for the re-appointment.

During the year under review, Mr. S. N. Rathi has been resigned from the Board on 29th August 2013 due to some personal reasons however he was again appointed as the additional non executive director of the Company by the Board of Directors in their meeting held on 20th August 2014 and their office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from member proposing the appointment of Mr. S. N. Rathi as the Non Executive Director of the Company in the ensuing Annual General Meeting.

The Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this has been placed in the notice to the Annual General Meeting.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, based on the representation received from the operating Management Directors hereby confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and there were no material departures.

ii. They 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 ended March 31st 2014 and of the profit of the Company for that period.

iii. The Directors had 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.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

PARTICULARS OF EMPLOYEES

During the period under review, the Company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

During the year under review, your Company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited, Delhi Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited.

AUDITORS

The Auditors, M/s. Lokesh Vyas & Co., Chartered Accountants having registration No. 016344C hold office until the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

The Board recommends the appointment of M/s. Lokesh Vyas & Co., Chartered Accountants the Statutory Auditors of the Company till the Financial Year 2018-19 subject to ratification of their appointment at every AGM.

AUDITORS'' REPORT

The Auditor''s Report dated 30.05.2014 on the financials statements of the company for the financial year 2013-14 does not have any reservation, qualification or adverse remarks.

SUBSIDIARY COMPANY

During the year, Your Company acquired 900,000 equity shares of M/s Protect Nature Pvt Ltd ("PNPT") (97.26% holding of "PNPT"), a company engaged in the business of Agro food products, production and process including forward and backward integration including manufacturing of fertilizers. Pursuant to the said acquisitions, PNPT became subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors'' Report thereon forms part of the Annual Report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director''s report for the year ended 31st March, 2014 are given below :

A. CONSERVATION OF ENERGY

The Company did not use any energy during the year under review.

Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your Company was not engaged in any research and development activity during the period under review.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:- Year 2014 Year 2013 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year

For & on behalf of the Board of Directors of Midland Polymers Limited

Sd/- Sd/- Aditya Phanse Dinesh Kumar Gund Managing Director Director DIN: 06644440 01748590

Date: 28.08.2014 Place: Indore (M.P.)

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Mar 31, 2012

The Directors present herewith the 20th Annual Report of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(In Rupees)

Particulars For the Year For the Year Ended 31.03.2012 Ended 31.03.2011

Sales - -

Other Income 338,626 6,144,238

Total Income 338,626 6,144,238

Total Expenditure 577,029 558,574

Profit/(Loss) before tax (238,403) 5,585,664

Provision for Tax 0 0

Net Profit/(Loss) (238,403) 5,585,664

Paid Up Share Capital 39,325,000 39,325,000

REVIEW OF OPERATIONS

During the year under review your Company's performance was not good as compare to previous year however Your Directors are of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. During the year, the Company has earned the total income of Rs. 338,626 and incurred Net Loss is Rs. 238,403. Your Company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

In view of inadequate profits, your Directors do not recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the company's Articles of Association Mr. Vinod Kumar Jain and Mr. Hemant K. Sharma directors of the Company retires by rotation and shown their unwillingness for Re-appointment.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding and relationship between Directors inter-se as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors' Responsibility Statement it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have 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 ended March 31st 2012 and of the profit or loss of the Company for that period.

iii. The Directors had 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.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code. A certificate from Vishal Vijay & Associates, Chartered Accountants, regarding the status of compliances of conditions under clause 49 of the Listing Agreement is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public U/s 58 A of the Companies Act, 1956.

AUDITORS

The Auditors, Vishal Vijay & Associates, Chartered Accountants having registration No. 020462N hold office until the conclusion of the ensuing Annual General Meeting and shown unwillingness for re-appointment.

The Board recommends the appointment of Lokesh Vyas & Co., Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2012-13.

AUDITORS' REPORT

The Auditor's Report dated 30.05.2012 on the financials statements of the company for the financial year 2011-2012 does not have any reservation, qualification or adverse remarks. However Auditors have emphasis on few matters which are as follows:

i. Note No. 18 (iii) regarding non provision towards diminution in the value of investments or its realizable/recoverable value.

ii. Note No. 18 (iv) regarding confirmation of loans given to companies which are awaited and have placed reliance on balance shown in the books of Company.

iii. Note No. 18 (x) regarding verification of related parties disclosures as required under accounting Standard 18 has been based on the information made available from the Company.

OPEN OFFER

The Open offer was being made by Mr. Rupesh Soni & Mrs. Radhika Soni and Rudh Equities & Investment Advisors Private Limited to the Equity Shareholders of Midland Polymers Limited dated November 19, 2011 (Wednesday) and Corrigendum to Public Announcement dated July 05, 2012 (Thursday) pursuant to and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto to acquire 786,500 fully paid up equity shares having face value Rs. 10/- each, at a price of Rs. 29.25/- (Twenty Nine Rupees and Twenty Five Paisa Only) per share (including interest of Rs. 0.25 per share) ("Offer Price") representing upto 20% of the voting capital of Midland Polymers Limited.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. However at present there is no unclaimed share lying with the Company.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director's report for the year ended 31st March, 2012 are given below :

A. CONSERVATION OF ENERGY

The company did not use any energy during the year under review.

Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your Company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2012 Year 2011 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities j connected with the business of the Company, Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year

For & on behalf of the Board of directors

Sd/- Sd/-

Sudhir Kumar Lakhotia Anand Lakhotia

Director Director

Date: 25.08.2012

Place: Gwalior (M.P.)

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Mar 31, 2010

The Directors are pleased to present the 18th Annual Report and the audited statement of accounts for the year ended 31st March 2010, together with the notice of the Annual General Meeting.

FINANCIAL RESULTS:

(Rs.)

For the Year For the Year

Particulars Ended 31.03. 2009

Ended 31.03.2010

Sales - 1,656,496

Other Income 12,446,118 16,582,249

Total Income 12,446,118 18,238,745

Total Expenditure 238,882 1,730,446

Profit/Loss before Interest & Depreciation 12,307,236 16,508,299

Interest - -

Depreciation - 621,419

Profit & Loss+/(-) 12,07,236 15,886,880

Balance brought forward from last year 49,892,502 65,779,383

The performance of the company was impacted because of non performance of the Plant. Since the company is under rehabilitation there is no income from sales in the year under review. The company earned income from commission Rs 3,156,000 and Capital gains Rs 9,290,118 during the year under review. The net income of the company is to Rs 12,207,236 in the current year as compared to Rs 15,886,880 in the previous year. The Earning per share is Rs 3.10/- for the year under review as compared to Rs 4.81/- of the previous year.

DIVIDEND:

Due to non-availability of profits, no dividend has been recommended for the financial year 2009-10.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the listing agreements with stock exchanges, Management Discussions and Analysis Report (Annexure 1), report on corporate Governance and compliance certificate on corporate governance (Annexure 2) and CEO & CFO Certification (Annexure 3) are annexed hereto and forms part of this report.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the companys Articles of Association, Sh. Rama Shankar Lakhotia & Sh. Sudhir Kumar Lakhotia, Director of the Company retires by rotation and being eligible offer themselves for Re-appointment.

Your company has appointed three independent Directors as an Additional Directors to strengthen the Board of the company. In accordance with the requirements of the Companies Act, 1956 and the companys Articles of Association, Sh. Rakesh Jain, Sh. Hemant Sharma and Sh. Vinod Kumar Jain, who were appointed as an Additional Directors by the Board pursuant to section 260 of the Companies Act, 1956 w.e.f 21.05.2010 and whose term of office expires at this Annual General Meeting and being eligible offers themselves for reappointment.

Your Directors solicit your approval for the reappointment of the Directors.

AUDITORS:

M/s Vishal Vijay & Associates, Chartered Accountants, Hapur, who were appointed as Auditors in the previous Annual General Meeting of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2010, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

- that the Directors have 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 or loss of the company for that period.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

During the year under report none of the employee of the company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In compliance with the provisions of section 217(l)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

Conservation of Energy:

The company did not use any energy as the company is under rehabilitation during the year under review.

The company neither imported any technology nor did any research and development.

There were no transactions relating to foreign exchange during the year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record, their deep gratitude to State Bank of India, Bhopal, Bombay Stock Exchange and other Government Authorities for their continued support and patronage.

Your Directors wish to express their deep gratitude to all stakeholders for their continued support and patronage.

For & on behalf of the Board of directors

Date: 5th August, 2010 Sudhir K Lakhotia Anand Lakhotia

Place: Gwalior(M.P) Director Director

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Mar 31, 2009

The Directors hereby present their 17th Annual Report on the business and operations of the company and financial results for the year ended 31st March 2009.

FINANCIAL HIGHLIGHTS:

(Rs.)

Particulars For the Year For the Year Ended Ended 31.03.2009 31.03.2008



Sales 1,656,496 1,151,548

Other Income 16,582,249 171,00

Total Income

18,238,745 1,322,548

Total Expenditure 1.730,446 1,709,109

Profit/Loss before Interest & Depreciation 16,508,299 (386,561)

Interest Depreciation 621,419 4,286,86

Profit & Loss +/(-)

(4,673,423) 15,866,860

Balance brought forward from last 65,779,383 (61,105,960)

Loss Carried forward to Balance Sheet (49,892,503) (65,7 79,382)

PERFORMANCE :

During the year, under the rehabilitation scheme of honorable BIFR, the company did sales of Rs 16,46420. There are some technical snags in the machines, which are being attended to. We are hopeful to overcome the problem soon.

OPERATIONAL REVIEW:

Your Directors are pleased to inform you that the Company during the repaid all its dues and has clear liability of RIICO as per OTS and has obtained No Dues Certificate from them.

As you all are aware that your Company was declared as SICK unit as per section SIC A LT/s 15(1) of SICA Act 1985 by Honorable BIFR in the year 2002 and State Bank of India was appointed as Operating Agency. Your Directors are pleased to inform you that draft rehabilitation scheme (DRS) which was prepared by OA State bank of India, Bhopal . has been approved by Honorable BIFR on 4.02.2009. As per the scheme of Honorable BIFR the Company has allotted 63 00 lacs worth Equity shares to Promoters on 31.03.2009.

Based on this audited balance sheet the net- worth of the company has turned positive and in view of the ratio laid down by the Honorable High Court of Kolkatta in the matter of M/s Zuari Agro Ltd and by the Honorable High Court of Madras in the matter of M/s Dunlop Ltd & Binny Ltd a company ceases to be as sick company once the net worth has turned positive. Your Board of Directors are intimating this position to the Board for Industrial & Financial Reconstruction, New Delhi.

FUTURE OUTLOOK:

Your Directors are optimistic that repair, restoration and replacement of critical parts of the Plant will get over soon. Once the desired level of Synchronization in Plant & Machinery is achieved your company hopes to perform well in future. With the approval of DRS, the hosts of benefits are available to your Company from the various Central /State Government and other Agencies, and this along with repayment of high cost debts will help reduce cost and increase efficiency and will also help to improve its performance significantly.

DIVIDEND:

Due to non-availability of profits, no dividend has been recommended.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Companys Articles of Association, Sh. Anand Lakhotia, director of the Company, retires by rotation and is eligible for reappointment.

Your Directors solicit your approval for the reappointment of the Director

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In compliance with the provisions of section 217(l)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

Conservation of Energy:

The manufacturing activity of the Company were started with the help of own D G Sets of the Company and once the DRS scheme is approved by honorable BIFR your company will apply for Power connection to meet its power requirements. Your company in the meanwhile is continuing to operate on LT connection from JVVNL for its domestic electricity requirements.

The Company neither imported any technology nor did any research and development

There were no transactions relating to foreign exchange during the year

PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2009, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

- that the Directors have 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 or loss of the company for that period.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and - that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Vishal Vijay & Associates, Chartered Accountants, Hapur, who were appointed as Auditors in the Last Annual General meeting of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record, their deep gratitude to R.I.I CO. Ltd., Jaipur and State Bank of India, Bhopal, Government Authorities and Suppliers for their continued support and patronage.

Your Directors wish to express their deep gratitude to all workers and stakeholders for their continued support and patronage.

By order of the Board

Sudhir Kumar Lakhotia Anana Lakhotia Director Director

Dated: 20/04/2009