To
The Members
Mideast (India) Limited
Your Directors take pleasure in presenting the 44thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2020.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Board's Report is prepared based on the standalone financial statements of the Company. The Company's financial performance for the year ended March 31, 2020 along with previous year's figures is given here under:
(1,230,613,892)
2. DIVIDEND
Your company has not declared or recommended any dividend for the financial year ended on March 31, 2020.
3. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
No amounts were proposed by Board to be carried to the reserves.
4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIRS
During the year under review, total income of the Company was Rs. 46,508,710 against the income of Rs. 7,097,805 during previous year. Your Directors are putting in their best efforts to improve the performance of the Company.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in nature of business during the financial year 2019-20. Further during the year under review there was no business in the company.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE 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 these financial statements relate and date of this report except to the extent detailed below:
1) At present your company is suspended for trading at BSE. However your Company will shortly take steps for revocation of suspension of Trading.
7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
8. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company is having an Associate Company and Consolidated Financial Statements are contained in the Annual Report.
9. PARTICULARS OF EMPLOYEES
Particulars to be given as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-I respectively, which forms part of this report.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has one Associate Company i.e. "Mideast Integrated Steels Limited". AOC-1 is attached as Annexure-II.
11. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
There were no Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the financial year 2019-20.
12. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
13. LISTING
The equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and Calcutta Stock Exchange. At present the trading of shares is suspended on the exchanges due to non-resolution of investor complaints and penal reasons. At present your company is suspended for trading at BSE. However your Company had received in-principal approval from Bombay Stock Exchange dated 11th July, 2018 for revocation of suspension of trading of equity shares of your company. Further company was in process of making trading Application, but due to paucity of funds same could not be applied on time.
14. REPORT ON MANAGEMENT DISCUSSION ANALYSIS
Management Discussion and Analysis Report for the financial year under review as stipulated in Regulation 34 read with part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is set out in ‘Annexure III' forming part of Director's Report.
15. AUDITORS
STATUTORY AUDITORS
Under Section 139 of the Companies Act, 2013 and the Rules made there under, it is mandatory to rotate the statutory auditors of the Company on the completion of the maximum term permitted under the provisions of the Companies Act. M/s N. Dhawan & Co. Chartered Accountants (Firm Regn. No. 007095N) was appointed as the Statutory Auditors of the company to hold office for a period of 5 (Five) Year from the conclusion of 41st Annual General Meeting of the Company, till the conclusion of 46th Annual General Meeting of the Company to be held in the year 2022.
The requirement for the annual ratification of auditor's appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017 notified on May 07, 2018.
During the year the statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013.
SECRETARIAL AUDITORS
Your Board during the year has appointed M/s Tripti Shakya & Company, Praticing Company Secretary to conduct secretarial audit of the Company for the financial year ended March 31, 2020. The Report of Ms. Tripti Shakya in terms of Section 204 of the Act is provided and forming part of this Report in Annexure-IV.
Given below is the management's reply on the observations made in Annexure-IV by the Secretarial Auditor in his report.
Observation:
i) In terms of Securities and Exchange Board of India Circular No. Cir/ISD/3/2011, the 100 percent Promoter's holding is to be in dematerialized form. Promoter holding is not in 100% Demat form.
ii) The company did not provide e-voting facility to its shareholders in the general meeting held by the company during the Audit Period as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014.
iii) At present the trading of the Shares are suspended on BSE.
iv) During the year under review there was no Company Secretary from the period 21st December, 2019 till the end of Financial Year 31.03.2020.
Management's Reply:
i) The Company will take necessary steps to convert entire promoters shareholding into DEMAT form.
ii) Due to Financial constraints in the company, the company is not in the position of providing e- voting facility to its members.
iii) The Management of the Company will take concrete steps in the matter in due course.
iv) The Company Secretary of the Company left the organization w.e.f 21.12.2019, The company is in process to appoint the new Company Secretary for the Company.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules 2014 and based on the Audit Committee recommendations, the Board of Directors of the Company have appointed of M/s BAAJ & Associates, Chartered Accountant, as the Internal Auditor of the Company for the financial year 2019-20.
16. CORPORATE GOVERNANCE
Corporate Governance Report together with a Certificate from your auditors confirming compliance with the conditions of Corporate Governance is set out in ‘Annexure V' forming part of Director's Report.
17. EXTRACT OF ANNUAL RETURN
Extract of Annual return of the company is uploaded on the website of the company and can be downloaded from Companys website www.mideastindialtd.com
18. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2019-20, your Company met 4 times. The meetings of the Company were held on May 28, 2019, August 12, 2019, November 14, 2019 and on February 25, 2020. Time gap of 120 days were maintained in each of successive meeting of the Board.
19. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the director and employees of the Company to approach Audit Committee of the Company to report existing/ probable violations of laws, rules, regulations or unethical conduct. The Whistle Blower Policy has been posted on the website of the Company (www.mideastindialtd.com).
20. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
There are no instances of any fraud reported by the auditors under sub section (12) of Section143 of the Companies Act, 2013.
21. DECLARATION OF INDEPENDENCE
The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the Management.
Further, Independent Directors have complied with the Code for Independent Directors prescribed in schedule IV of the Companies Act, 2013. Directors and senior management personnel have complied with the code of conduct laid down by Board for all members of board of directors and senior management of the listed entity.
22. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has a proper and updated policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters. The said policy has been uploaded on the website of the company www.mideastindialtd.com.Salient features of the policy are provided below:
a. To formulate criteria for determining qualifications, positive attributes and independence of a Director.
b. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.
c. To carry out evaluation of Director's performance.
We further confirm that there has been no change in the Policy during the year under review.
23. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Pursuant to Section 134(3) (g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Notes to the Financial Statements.
24. A) Share Capital
During the Financial Year 2019-20, the paid up share capital of the Company was Rs. 502,053,980/-divided into 501,553,98 Equity shares of Rs.10/- each fully paid and 100,000 Equity shares of Rs. 5/-each as calls in arrears.
B) Issue of equity shares with differential rights/ Buy Back of Securities/ Issue of sweat equity shares/ Bonus Shares/ Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.
The Company has not issued any shares with differential voting rights. It has neither issued sweat equity shares nor do make buy back of its shares.
C) Issue of employee stock options
The Company has not issued any shares as employee stock options scheme during the year under consideration.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
With reference to Section 134(3)(h) of the Companies Act, 2013, no Contracts and Arrangements with Related Parties under Section 188(1) of the Act, entered by the Company during the financial year. Accordingly, there are no transactions that are required to be reported in Form AOC-2.
Your attention is drawn to the Related Party disclosures set out in the Notes to the Financial Statements.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO
a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not given.
b) Export Activities:
There was no export activity in the Company during the year under review.
c) Foreign Exchange Earnings and Outgo:
The Income & Expenditure in foreign exchange is as under during the year under review: Foreign Exchange outgo :Rs. Nil (previous year Rs. Nil) CIF Value of Imports :Rs. Nil (previous year Rs. Nil) Foreign Exchange Earning:Rs. Nil (previous year Rs. Nil)
27. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has got in place a proper Risk Management System in which every kind of risk is predicted and an action is taken in advance to respond to that risk. Your Company has a well drafted risk management policy which is available in the website of the Company www.mideastindialtd.com.
28. CORPORATE SOCIAL RESPONSIBILITY
The company is not covered in the limits prescribed under Section 135 of the Companies Act, 2013; therefore Corporate Social Responsibility is not applicable.
29. DIRECTORS/ KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
It is to be informed with grief that Mr. Jitendra Kumar Singh (DIN: 00090649) ceased to operate as Director of the Company due to his sad and sudden demise on 05th September, 2019.
Further Ms. Anu Aggarwal (ACS-55994) has resigned from the post of Company Secretary w.e.f 20th December, 2019. Company is taking due steps to appoint a new company secretary.
Mrs. Rita Singh (DIN 00082263) is retiring by rotation in the upcoming AGM and is proposed to be reappointed. Details as required to be given under SEBI ( Listing Regulations and Disclosure Requirements) Regulations, 2015 is given as part of notice.
Declaration by the Independent Director(s)
The Company has received necessary declarations from all the Independent directors under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.
B) Formal Annual evaluation of the Board's Performance
In terms of Section 134 of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR), Regulations, 2015 the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees.
30. COMPOSITION OF AUDIT COMMITTEE
The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.
31. DETAILS OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company has a well-established vigil mechanism for directors and employees to report genuine concerns. Audit Committee supervises the vigil mechanism process. The vigil mechanism policy is available on the website of the Company www.mideastindialtd.com. The policy provides direct access to the chairman of audit committee.
32. NOMINATION AND REMUNERATION COMMITTEE
The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.
33. STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition, terms of reference etc. of the Stakeholders Relationship Committee is provided in Corporate Governance Report which forms part of this Annual Report.
34. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has implemented secure workplace policy in accordance with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013. During the financial year 2019-2020, no complaint was received under the policy.
35. GENERAL DISCLOSURE
We confirm that maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, is not required to be done by company and accordingly the said clause is not applicable.
36. DIRECTORS REPONSBILITY STATEMENT
Pursuant to the requirement of Section 134(3) (c) and 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, your Directors confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed with no 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/loss of the Company for the same period;
c. they 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 are operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively.
37. COMPLIANCES WITH SECRETARIAL STANDARDS
During the year, the Company is in compliance of both erstwhile and revised Secretarial Standard- 1 (Meetings of the Board of Directors), Secretarial Standard-2 (General Meetings).
38. INTERNAL FINANCIAL CONTROLS
Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.
39. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT
No fraud has been reported by auditors under Section 143(12) in their audit report.
40. ACKNOWLEDGEMENTS
Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance