Mar 31, 2015
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
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the TWENTY FOURTH ANNUAL
REPORT together with the Audited Accounts of the company for the
financial year ended 31st March, 2014.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March
2014 is summarized below.
(Rupees In Lakhs)
particvlars 2013-14 2012-13
Gross Revenue 111.37 680.36
Total Expenditure 162.55 658.48
Profit/ (Loss) before Financial Charges, (51.18) 21.88
Depreciation and Taxation
Less : Financial Charges 2.27 6.69
Depreciation 6.32 6.22
Profit/(Loss) before Tax (PBT ) (59.78) 8.97
Less/Add: Profit/ loss on sale / 0 0
discard nation of Fixed Assets
Less : (Income Tax) 0 0
Add: Provision for Fringe Benefit Tax 0 0
Add: Provision for Deferred Tax Liability
/ (Asset) (18.93) 2.77
Profit/(Loss) after Tax (40.84) 6.19
PERFORMANCE
Your Company achieved a Turnover of Rs. 111.37 Lacs when compared to Rs
680.36 lacs during the previous year. The operations of the Company
resulted in a Loss of Rs.59.78 lacs when compared to Profit of Rs. 8.97
Lacs before taxes during the previous year.
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
2013-2014, in view of the loss in the current year and accumulated
losses.
FIXED DEPOSITS;
We have not accepted any fixed deposits and as such no amount of
principal or interest as outstanding as on the Balance Sheet Date.
DIRECTORS:
Shri K. Deepak, director is retiring at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment. There are
three independent directors on the Board of Directors of the Company
viz. Shri. P.Haranadha Babu, Shri. G.Nityanand and Shri S,Radha
Krishnan. Till this AGM these Directors are subject to liable to retire
by rotation.
According to the Companies Act, 2013, w.e.f : 01-04-2014 the
independent directors should be appointed for a period of five years by
passing Ordinary Resolution and for another Five years they should be
appointed by passing Special Resolution since the said Act mandated for
appointment of Independent Director for two consecutive terms of five
years and there should be a gap of minimum three years period after 10
years period as prescribed. It is silent about the continuation of
existing independent directors. However by implication the existing
directors can only be continued for a period of five years if they
appointed.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreements
with the Stock Exchanges.
AUDITORS:
The Auditors, M/s. G.L. Kothari & Co., Chartered Accountants, Bangalore
retire 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.
INTERNAL AUDIT:
The company does not have an internal audit system commensurate with
the size and nature of its business. However the company has its own
internal control system which enables it from time to time to monitor
employee adherence to internal procedure and external regulatory
guidelines.
COST AUDIT :
The Board of Directors at their meeting held on 30th May, 2013 had
appointed M/s. P. Krishna Reddy & Co., Cost Accountant, as the Cost
Auditor of the Company for the FY 2013-14. The Cost Auditor has
submitted his Cost Complaints Report and the Board has approved the
said Report in the Board Meeting held on 13th August, 2014. The Company
will file the Cost Audit Report with in the due date.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration, none of the employees is in excess of Rs.
5,00,000/- per month, if employed for the part of year or Rs. 60,
00,000/- per annum during the financial year 2013-14.
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, 2014, 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 details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
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.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance 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.
COMPLIANCE CERTIFICATE:
The Company has obtained Compliance Certificate for the financial year
2013-14, pursuant to the provisions of Section 383A of the Companies
Act, 1956 from a qualified Company Secretary in whole time practice. A
copy of the same is attached to this report.
LISTING;
Your Company''s shares are presently listed on the Stock Exchanges of
Bombay, Bangalore, Ahmadabad, and Delhi. However there is no trading in
Bangalore, Ahmadabad and Delhi, since the said stock exchanges are not
providing trading platform. The Ahmadabad Stock Exchange suspended the
listing status of the Company w.e.f 01.06.2014 due to non payment of
listing fees. This may not effect any rights of the share holders since
the said stock exchange is not providing any trading platform for the
share holders since several years.
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
Sd/- Sd/-
P.K. Tyagi B.S.Raju
Director Whole Time Director
Place : Hyderabad
Date : 13.08.2014
Mar 31, 2013
To The Members,
The Directors have pleasure in presenting the TWENTY THIRD ANNUAL
REPORT together with the Audited Accounts of the company for the
financial year ended 31st March, 2013.
FINANCIAL HIGHLIGHTS :
The performance of the company for the financial year ended 31st March
2013 is summarized below.
(Rupees In Lakhs)
PARTICULARS
2012-13 2011-12
Gross Revenue 680.36 457.84
Total Expenditure 658.48 460.80
Profit/ (Loss) before Financial Charges, 21.88 -2.97
Depreciation and Taxation
Less : Financial Charges 6.69 2.09
Depreciation 6.22 6.06
Profit/(Loss) before Tax (PBT ) 8.97 -11.12
Less/Add: Profit/ loss on sale / discard
nation 0 0
of Fixed Assets
Less : (Income Tax) 0 0
Add: Provision for Fringe Benefit Tax 0 0
Add: Provision for Deferred Tax
Liability / (Asset) 2.77 -2.97
Profit/(Loss) after Tax 6.19 -8.15
PERFORMANCE
Your Company achieved a Turnover of Rs. 680.36 Lacs when compared to Rs
457.84 lacs during the previous year. The operations of the Company
resulted in a Profit of Rs.8.97 lacs when compared to Loss Rs. 11.12
lacs before taxes during the previous year.
FUTURE OUTLOOK:
The management has done well to ensure sustain operations. However, due
to high cost and expenditure, the operations resulted in earning a
Profit. Efforts are being made to reduce the costs involved in the
coming years.
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
2012-2013, in view of the insufficient profit and accumulated losses.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri P. Harinadaha Babu and Sri Prabhat Kumar Tyagi, directors are
retiring at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
AUDITORS:
M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory
Auditors of the company retire at the conclusion of ensuing Annual
General Meeting & being eligible, offer themselves for re-appointment.
They have furnished a certificate stating that their re-appointment, if
made, will be within the limits laid down under Section 224(1B) of the
Companies Act, 1956.
The Board recommends their appointment as the Statutory Auditor of the
Company.
INTERNAL AUDIT:
The company does not have an internal audit system commensurate with
the size and nature of its business. However the company has its own
internal control system which enables it from time to time to monitor
employee adherence to internal procedure and external regulatory
guidelines.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration, none of the employees is in excess of
Rs.5,00,000/- per month, if employed for the part of year or Rs.60,
00,000/- per annum during the financial year 2012-13.
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, 2013, 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 details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
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.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance 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.
COMPLIANCE CERTIFICATE:
The Company has obtained Compliance Certificate for the financial year
2012-13, pursuant to the provisions of Section 383A of the Companies
Act, 1956 from a qualified Company Secretary in whole time practice. A
copy of the same is attached to this report.
LISTING:
Your Company''s shares are presently listed on the Stock Exchanges of
Bombay, Bangalore, Ahmadabad, and Delhi. However there is no trading in
Bangalore, Ahmadabad and Delhi, since the said stock exchanges are not
providing trading platform.
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
Sd/- Sd/-
P.K. Tyagi B.S.Raju
Director Whole Time Director
Place : Bangalore
Date : 14.08.2013
Mar 31, 2012
The Directors have pleasure in presenting the TWENTY SECOND ANNUAL
REPORT together with the Audited Accounts of the company for the
financial year ended 31st March, 2012.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March
2012 is summarized below.
(Rupees In Lakhs)
PARTICULARS 2011-12 2011-11
Gross Revenue 457.84 148.38
Total Expenditure 468.96 176.22
Profit / [Loss] before Financial Charges, -2.97 -21.09
Depreciation and Taxation
Less: Financial Charges 2.09 0.70
Depreciation 6.06 6.03
Profit/(Loss) before Tax (PBT) -11.12 -27.84
Less/Add: Profit/ loss on sale / discard nation 0 0.00
of Fixed Assets
Less: (Income Tax) 0 0.00
Add : Provision for Fringe Benefit Tax 0 0.00
Add:Provision for Deferred Tax Liability/(Asset) -2.97 -6.10
Profit / (Loss) after Tax -8.15 -33.94
Add:Balance brought forward from previous year -671.99 -638.05
Balance carried to Balance Sheet -680.14 -671.99
PERFORMANCE:
Your Company achieved a Turnover of Rs. 457.84 Lacs when compared to Rs
148.38 lacs during the previous year. The operations of the Company
resulted in a loss of Rs.l 1.12 lacs when compared to Rs. 27.84 lacs
before taxes during the previous year.
The Major cause for the huge loss is on account of the high cost of
goods sold, The Board is striving hard to improve the performance of
the Company.
FUTURE OUTLOOK:
The management has done well to ensure sustain operations. However, due
to high cost and expenditure, the operations resulted in Loss. Efforts
are being made to reduce the costs involved.
The Management is also looking at breaking even in the ensuing
financial year.
DIVIDEND:
Your Directors do not recommend any dividend for the financial year
2011-2012, in view of the accumulated losses.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri G Nityanand and Sri Deepak Kukreti, directors are retiring at the
ensuing Annual General Meeting and being eligible, offer themselves for
reappointment.
AUDITORS:
M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory
Auditors of the company retire at the conclusion of ensuing Annual
General Meeting & being eligible, offer themselves for re-appointment.
They have furnished a certificate stating that their re-appointment, if
made, will be within the limits laid down under Section 224(1B) of the
Companies Act, 1956. The Board recommends their appointment as the
Statutory Auditor ofthe Company.
INTERNAL AUDIT:
The company does not have an internal audit system commensurate with
the size and nature of its business. However the company has its own
internal control system which enables it from time to time to monitor
employee adherence to internal procedure and external regulatory
guidelines.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
[Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration, none of the employees is in excess of Rs.2,
00,000/- per month, if employed for the part of year or Rs .24,00,000/-
per annum during the financial year 2011-12.
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, 2012, 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 details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(l)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
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.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance 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.
COMPLIANCE CERTIFICATE:
The Company has obtained Compliance Certificate for the financial year
2011-12, pursuant to the provisions of Section 383A of the Companies
Act, 1956 from a qualified Company Secretary in whole time practice. A
copy of the same is attached to this report.
LISTING:
Your Company's shares are presently listed on the Stock Exchanges of
Bombay, Bangalore, Ahmadabad, and Delhi. However there is no trading in
Bangalore, Ahmedabad and Delhi, since the said stock exchanges are not
providing any trading platform.
ACKNOWLEDGMENTS:
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
Sd/- Sd/-
P. K. Tyagi B.S.Raju
Director Whole Time Director
Place : Bangalore
Date : 13.08.2012
Mar 31, 2010
The Directors have pleasure in presenting the TWENTIETH ANNUAL REPORT
together with the Audited Accounts of the company for the fnancial year
ended 31st March, 2010.
FINANCIAL HIGHLIGHTS:
The performance of the company for the fnancial year ended 31st March
2010 is summarized below.
(Rupees In Lakhs)
PARTICULARS 2009-10 2008-09
Gross Revenue 69.71 284.58
Total Expenditure 126.82 649.08
Proft/(Loss) before Financial Charges,
Depreciation and Taxation -119.98 -364.5
Less : Financial Charges 0.59 35.1
Depreciation 6.25 30.91
Proft/(Loss) before Tax (PBT ) -57.11 -430.51
Less/Add: Proft/ loss on sale / discardination
of Fixed Assets 1.67 0.23
Less : (Income Tax) 0.00 0.04
Add: Provision for Fringe Beneft Tax 0.00 0.78
Add: Provision for Deferred Tax Liability /
(Asset) 11.19 132.67
Proft/(Loss) after Tax -69.97 -564.23
Add : Balance brought forward from previous
year -1270.75 -706.49
Balance carried to Balance Sheet -1340.72 -1270.72
PERFORMANCE
Your Company achieved a Turnover of Rs. 69.71 Lacs when compared to Rs
284.58 lacs during the previous year. The operations of the Company
resulted in a loss of Rs.57.11 lacs when compared to Rs.430.51 lacs
before taxes during the previous year.
The major cause for the huge loss is on account of the high cost of
goods sold, The Board is striving hard to improve the performance of
the Company.
FUTURE OUTLOOK:
The management has done well to ensure sustain operations. However, due
to high cost and expenditure, the operations resulted in Loss. Efforts
are being made to reduce the costs involved.
The members have approved the change of name to Midwest Gold Limited
and amendment of main objects clauses through postal ballot to expand
and diversify the business operations of the company and enter into
projects relating to gold and precious metals, in view of the growth
opportunities in the said feld and fled necessary documents with
Registar of Companies, Bangalore to effect the change of name.
The members of the Company have also decided through postal ballot to
shift the Registered Offce of the Company subject to the approval of
Company Law Board from the state of Karnataka to the State of Andhra
Pradesh for carrying out the business activities in a more economic
manner with better control , co ordination and execution of works.
The Management is also looking at breaking even in the ensuing fnancial
year.
DIVIDEND:
Your Directors do not recommend any dividend for the fnancial year
2009-2010, in view of the accumulated losses.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the fnancial year.
DIRECTORS:
Sri G.Nityanand was appointed as Additional Director by the Board of
Directors in the meeting held on 19th May, 2010. As per the provisions
of Section 260 of the Companies Act, 1956 the term of offce of Sri
G.Nityanand to be expired at the commencement of the ensuing Annual
General Meeting. The Company has received notice in writing, proposing
his appointment as Director of the Company. The relevant resolution
proposing his appointment as Director is included in the Notice of the
Annual General Meeting for your approval.
Further Sri K.Raghava Reddy and Sri S Radhakrishnan , directors are
retiring at the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
AUDITORS:
M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory
Auditors of the company retire at the conclusion of ensuing Annual
General Meeting & being eligible, offer themselves for re-appointment.
They have furnished a certifcate stating that their re-appointment, if
made, will be within the limits laid down under Section 224(1B) of the
Companies Act, 1956.
The Board recommends their appointment as the Statutory Auditor of the
Company.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration, none of the employees is in excess of
Rs.2,00,000/- per month, if employed for the part of year or
Rs.24,00,000/- per annum during the fnancial year 2009-10 .
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the fnancial year
ended 31st March, 2010, 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 fnancial year and of the
proft and loss of the company for that period;
(iii) that the directors have taken proper and suffcient 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 details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
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.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance 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 AuditorÃs Certifcate on its compliance.
COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certifcate for the fnancial year
2009-10, pursuant to the provisions of Section 383A of the Companies
Act, 1956 from a qualifed Company Secretary in whole time practice. A
copy of the same is attached to this report.
LISTING:
Your Companys shares are presently listed on the Stock Exchanges of
Bombay, Bangalore, Ahmadabad, and Delhi.
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 CompanyÃs bankers, Central and State Government offcials,
customers, vendors and the shareholders for their continued support and
cooperation.
BY THE ORDER OF THE BOARD
For NOVA GRANITES (INDIA) LIMITED
P.K. Tyagi B.S. RAJU
Director Whole Time Director
Place: Bangalore
Date : 05.09.2010
Mar 31, 2009
The Directors have pleasure in presenting the NINTEENTH ANNUAL REPORT
together with the Audited Accounts of the company for the financial
year ended 31 ST March, 2009.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March
2009 is summarized below.
(Rupees In Lakhs)
PARTICULARS 2008-09 2007-08
Gross Revenue 284.58 599.88
Total Expenditure 649.08 552.35
Profit/Loss before Financial Charges,
Depreciation and Taxation -364.5 47.53
Less: Financial Charges 35.1 24.13
Depreciation 30.91 71.69
Profit/(Loss) before Tax (PBT) -430.51 -48.29
Less/Add: Profit/ loss on sale /
discardination of
Fixed Assets 0.23 0.31
Less: (Income Tax) 0.04 10.51
Add: Provision for Fringe Benefit Tax 0.78 0.99
Add: Provision for Deferred Tax
Liability / (Asset) 132.67 7.88
Profit/(Loss) after Tax -564.23 -67.98
Add : Balance brought forward
from previous year -706.51 -638.52
Balance carried to Balance Sheet -1270.74 -706.51
PERFORMANCE
Your Company achieved a Turnover of Rs. 284.58 Lacs when compared to Rs
599.88 lacs during the previous year. The operations of the Company
resulted in a loss of Rs.430.05 lacs when compared to Rs.48.28 lacs
before taxes during the previous year.
The major cause for the huge loss is on account of the high cost of
goods sold, The Board is striving hard to improve the performance of
the Company.
FUTURE OUTLOOK:
The management has done well to ensure sustain operations. However, due
to high cost and expenditure, the operations resulted in Loss. Efforts
are being made to reduce the costs involved. The Management is also
looking at breaking even in the ensuing financial year.
DIVIDEND:
Your Directors do not recommend any dividend for the financial year
2008-2009, in view of the accumulated losses.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
During the year, Sri Baladari Satyanarayana Raju was Co opted as
Additional Director and Appointed as Whole Time Director of the Company
by the Board of Directors in the meeting held on 18th October, 2008. As
per the provisions of Section 260 of the Companies Act, 1956 the term
of office of Sri Baladari Satyanarayana Raju is due to expire at the
conclusion of this Annual General Meeting. The Company has received
notice in writing, proposing his appointment as Director of the
Company. The relevant resolution proposing his appointment as Director
& Whole Time Director is included in the Notice of the Annual General
Meeting for your approval.
Further Sri P.K. Tyagi and Sri G. Susheel retire at the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
EXPALNATION TO POINT NO.16 OF NOTES TO ACCOUNTS ON AS 15
Due to crashing of global granite market including our main market in
United States of America (USA), the company could not sell its
products thereby the company has suffered huge losses. Many of the the
employees have left the organization. However, the Company has duly
settled all the amounts to due to employees.
AUDITORS:
M/s. G.L. Kothari & Co. Chartered Accountants, Bangalore, the Statutory
Auditors of the company retire at the conclusion of ensuing Annual
General Meeting & being eligible, offer themselves for re-appointment.
They have furnished a certificate stating that their re-appointment, if
made, will be within the limits laid down under Section 224(1 B) of the
Companies Act, 1956.
The Board recommends their appointment as the Statutory Auditor of the
Company.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees)
Rules, 1975, and as amended from time to time as remuneration of none
of the employees is in excess of Rs.2,00,000/- per month, if employed
for the part of year or Rs.24,00,000/- per annum during the financial
year 2008-09.
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, 2009, 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 details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
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.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance 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 Auditors Certificate on its compliance.
COMPLIANCE CERTIFICATE
The Company has obtained Compliance Certificate for the financial year
2008-09, pursuant to the provisions of Section 383A of the Companies
Act, 1956 from Mr. Gopal Dhanaji, PCS. A copy of the same is attached
to this report.
LISTING:
Your Companys shares are presently listed on the Stock Exchanges of
Bombay, Bangalore, Ahemadabad, and Delhi.
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 Companys 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 NOVA GRANITES (INDIA) LIMITED
Sd/- Sd/-
P.K. Tyagi K. Raghava Reddy
Director Director
Place: Bangalore
Date : 01.09.2009