mid east portfolio management ltd Directors report

Director’s Report to the Members

Your Directors have pleasure in presenting the 31^st Annual Report of your company together with the Audited Accounts for the year ended 31^st March 2022.

Highlights of financial result for the year were as under:

	2021-2022	2020-2021
	Rs. In Lakhs	Rs. In Lakhs
Profit from Operations before Other Income & Interest	02.79	0.03
Add: Other Income	-	-
Operating Profit before Interest	2.79	0.03
Less: Interest	0.00	0.00
	2.79	0.03
Add: Exceptional Income/(Expenses)	-	-
Profit Before Tax	2.79	0.03
Provision for Tax	-	-
Income Tax Adjusted for earlier year	-	-
Other Comprehensive Income	0.00	0.00
Profit After Tax	2.79	0.03
Add: Surplus brought forward from Previous Year	-	-
Amount Available for appropriation	2.79	0.03
General Reserve No I	-	-
Debenture Redemption Reserve A/c	-	-
Dividends	-	-
Interim Dividend	-	-
Final (Proposed)	-	-
Tax on Dividend	-	-
Balance Carried Forward	2.79	0.03

OPERATIONS:-

During the year your company has its turnover to Rs 10.61 Lacs including other income as compared to Rs. 13.68 Lacs in the previous year and thereby registering a decreasee of 22.45% as compared to the previous year. There is decreased in other income. The company has occurred the Net profit of Rs. 2.79 Lacs against the Net profit of Rs 0.03 Lacs in the previous year.

DIVIDEND:-

Your Directors regret their inability to recommend any dividend for the year under review.

DIRECTORS:-

As per Section 149(4) of Companies Act, 2013 every listed company shall have half of the total number of directors as independent directors. They shall hold office for a term up to five consecutive years on the Board of the Company as per section 149(10).

During the year, Mrs. Jyoti K. Shah, Director retires by rotation but being eligible herself for reappointment as a Director.

Non–applicability of Corporate Governance:-

The Company is having Paid-up share Capital of the Company Rs.5,03,00,000/- and Reserves Rs.(-) 1,93,79,993/- as on 31.03.2022 and it is below paid-up capital of Rs. 10 Cr and Net worth below Rs.25 Cr.

Hence as per SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 dated 15" Sept,2014, compliance of Corporate Governance and ASCR is not applicable to the Company under SEBI ( LODR) Regulations, 2015.

Company’s Philosophy on Corporate Governance

Your Company believes in setting the highest standard in good and ethical corporate governance practices. Your Company is managed by the Managing Director (MD) under the supervision and control of the Board of Directors. The MD is assisted by a team of highly qualified and experienced professionals.

Your company is committed to maintaining the highest standards of corporate governance in its dealings with its various stakeholders. It is an integral part of the Company’s core values, which include transparency, integrity, honesty and accountability. Your Company follows the philosophy of working towards the creation of wealth by enhancing the value of stakeholders, meeting the needs of customers and employees and the community at large.

The Company attaches great importance to investor relations. With a view to enhance shareholder participation in corporate affairs, the Company follows the policy of keeping its shareholder informed in putting up relevant information on its corporate website www.mideastportfolio.com by issuing public notices of meetings and informing stock exchanges of new developments.

Your Company is in compliance with the conditions of corporate governance stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Your Company has complied with the requirements of the Corporate Governance Code, the disclosure requirements of which are given below:

Board of Directors

Composition:

The Board of Directors has four members and all are Non-Executive Directors (NEDs) who bring in a wide range of skills and experience to the Board. The Company has Chairman and 50% of the Board of Directors is Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement.

None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 8 Committees (as specified in Clause 49), across all the companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.

Name of the Director	Business Relationship	Category of Directorship	No. of other Director Ships	** No of other Committee Memberships
				Chairman	Member
Mr. Kishor A. Shah	Chairman cum Managing Director	Promoter	1	-	2
Mrs. Jyoti K. Shah (CFO)	Wholetime Director	Promoter	1	-	2
Mr. Sharad Kulkarni	Director	Independent	1	2	2
Mr. Shrikant Nakhe	Director	Independent	1	2	2

**Represents Memberships/ Chairmanships of Audit Committee, Shareholders’/ Investors’ Grievance Committee and Remuneration Committee. Number of Board Meetings attendance at Board Meetings and Previous Annual General Meeting:

5 Board Meetings were held during the period and the gap between two meetings did not exceed four months.

Name of the Director	No. of Board Meetings attended during the year	30th AGM held on 30th Sept, 2021 Attended	Remarks
Mr. Kishor A. Shah	5	Yes
Mrs. Jyoti K. Shah	5	Yes
Mr. Sharad Kulkarni	5	Yes
Mr. Shrikant Nakhe	5	Yes

Leave of absence was granted by the Board to the Directors who were absent at the respective Board Meeting(s).

Dates of Board Meetings

12^th May 2021, 23^rd July 2021, 21^st August 2021, 8^th November 2021 & 1^st February 2022.

The information as required under Annexure I to Clause 49 is being made available to the Board.

Committees of Directors

Audit Committee:

The Company also complies with the provisions of section 292A of the Companies Act, 1956 pertaining to Audit Committee and its functioning.

The Board delegated the following powers to the Audit Committee:

To investigate any activity within its terms of reference. To seek information from any employee. To obtain outside legal or other professional advice.

To secure attendance of outsiders with relevant expertise, if it considers necessary.

The Board defined the role of the Audit Committee, as under:

i. Overseeing the Company’s financial reporting process and the disclosure of its financial information, to ensure that the financial statement is correct, sufficient and credible;

ii. Recommending the appointment/ removal of external auditors, fixing audit fees and approving payments for any other services;

iii. Reviewing with Management the annual financial statements before submission to the Board;

iv. Reviewing with the Management, and external auditors, the adequacy of internal control systems;

v. Discussing with external auditors before the audit commences, the nature and scope of audit as well as have post-audit discussions to ascertain any area of concern;

vi. Reviewing the Company’s financial and risk management policies;

vii. To look into the reasons for substantial defaults in the payment to the depositors, shareholders

(in case of non-payment of declared dividends) and creditors.

The composition of the Audit Committee as on date of report was as under:

Sr. No Name of the Director	Designation	No. Of Meetings attended during 2021– 2022	Remarks
1 Mr. Sharad Kulkarni	Chairman	5
2 Mrs. Jyoti K. Shah	Member	5
3 Mr. Shrikant Nakhe	Member	5

All the above Directors are Non- Executive.

The Audit Committee met four times during the year under review. The Committee meeting was held on 12^th May 2021, 23^rd July 2021, 21^st August 2021, 8^th November 2021 & 1^st February 2022. (Dates are not showing on BSE)

The Audit Committee invites such of the executives as it considers appropriate to be present at its meetings. The Statutory Auditors are also invited to the meetings

Nomination& Remuneration Committee:

The composition of the Remuneration Committee as on date of report was as under:

Sr. No Name of the Director	Designation	No. Of Meetings attended during 2021 -2022	Remarks
1 Mr. Sharad Kulkarni	Chairman	5
2 Mr.Kishor A.Shah	Member	5
3 Mr. Shrikant Nakhe	Member	5

The Nomination & Remuneration Committee met five times during the year under review. The Committee meeting was held on 12^th May 2021, 23^rd July 2021, 21^st August 2021, 8^th November 2021 & 1^st February 2022.

Terms of Reference:

The term of reference of the Committee include recommending to the Board of Directors specific remuneration packages for Executive Directors and management staff.

Remuneration Policy:

Non-Executive Directors

None of the Non-Executive Directors (NEDs) are paid any remuneration whether by way of Commission or Sitting Fees.

Remuneration to Directors:

No remuneration was paid to any Directors during the year under review.

Stakeholders Grievance Committee:

The present composition of the shareholders/ Investors Grievance Committee is as under:

Sr. No Name of the Director	Designation	Category of Directorship
1 Mr. Shrikant Nakhe	Chairman	Independent
2 Mr. Kishor A. Shah	Member	Non Independent
3 Mr. Sharad Kulkarni	Member	Independent

Total number of shareholders complaints received during the period under review was nil.

All the above Directors are Non- Executive.

The stakeholder’s Grievance Committee met four times during the year under review. The Committee meeting was held on on 12^th May 2021, 23^rd July 2021, 21^st August 2021, 8^th November 2021 & 1^st February 2022.

Risk Management Committee:

The composition of the Risk Management Committee as on date of report was as under:

Sr. No Name of the Director	Designation	No. Of Meetings attended during 2021 -2022	Remarks
1 Mr. Shrikant Nakhe	Chairman	5
2 Mrs. Jyoti K. Shah	Member	5
3 Mr. Sharad Kulkarni	Member	5

The Risk Management Committee met four times during the year under review. The Committee meeting was held on 12^th May 2021, 23^rd July 2021, 21^st August 2021, 8^th November 2021 & 1^st February 2022.

General Body Meetings

The last three Annual General Meeting (AGMs) were held as under:

Financial Year ended	Day & Date	Time	Venue
28th AGM	30th September, 2019	10.00 A.M.	Corporate Office
29th AGM	30th December, 2020	10.00 A.M.	Registered Office
30th AGM	30th September, 2021	10.00 A.M.	Video Conferencing ("VC")/ Other
			Audio Visual Means ("OAVM"

All special resolutions moved at the last AGM were passed unanimously on a show of hands by the shareholders present at the meeting. None of the business required to be transacted at this AGM is proposed to be passed by postal ballot.

Disclosures

Postal Ballot: Nil

Special Resolution: Nil

Whistle Blower Policy

With a view to establish a mechanism for protecting employees reporting unethical behavior, frauds or violation of Company’s Code of Conduct, the Board of Directors has adopted a Whistle Blower Policy (a non-mandatory requirement as per clause 49 of the Listing Agreement). No person has been denied access to the Audit Committee.

Policy to prevent sexual harassment at the workplace

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and by the Mideast Group. To redress complaints of sexual harassment, a Complaint Committee for the Group has been formed, which is headed by Mrs. Jyoti K. Shah.

Details of Non-compliance:

There has not been any non-compliance of mandatory requirements by the Company and no penalties or strictures were imposed on the Company by the Stock Exchanges, or SEBI, or any statutory authority, on any matter related to capital markets

Means of Communication:

The quarterly results are published in the two newspapers viz. Financial Express and Mumbai Lakshadweep Official news releases and presentations made to analysts are sent to the Stock Exchanges, where the Company’s shares are listed.

Shareholder Information:

i) Annual General Meeting Date: 30.09.2022 Time: 10.00 A.M

Venue: Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"

Financial Calendar

Financial reporting for
Quarter ending June 30, 2022	: Mid of August, 2022
Quarter ending Sept.30, 2022	: Mid of November, 2022
Quarter ending Dec.31, 2022	: Mid of February, 2023
Quarter ending March 31, 2023	: End of May, 2023
Annual General Meeting for the
Year ended March 31, 2022	: End of September, 2022
ii) Dates of Book Closure	: 24.09.2022 to 30.09.2022 (both days inclusive)
iii) Dividend payment date	: No dividend declared.
iv) Listing on Stock Exchange at	: BSE Limited, Mumbai

vi) Demat ISIN Number in NSDL and CDSL: INE033E01015

vii) Stock Market Data :

	Bombay Stock Exchange
Year 2021-2022	Month’s High Price	Month’s Low Price
April, 2021	2.82	2.55
May, 2021	2.55	2.45
June, 2021	2.96	2.45
July, 2021	3.57	2.96
August, 2021	3.95	3.23
September, 2021	3.74	2.68
October, 2021	3.11	2.68
November, 2021	3.18	2.68
December, 2021	6.44	3.33
January, 2022	6.50	6.12
February, 2022	6.18	5.42
March, 2022	6.17	5.15

viii) Registrar and Share Transfer Agent :

Adroit Corporate Services Pvt. Ltd. 19, Jaferbhoy Industrial Estate, 1^st Floor, Makwana Road, Marol Naka, Mumbai – 400 059. Tel.: 2859 0942/2850 3748

ix) Share Transfer System :

Share Transfers are registered and returned within a period of 30 days from the date of receipt, if the documents are clear in all respects. The power to approve transfer of securities has been delegated by the Board to the Shareholders / Investors Grievance and Share Transfer Committee, which meets once in a fortnight. Share transfer requests are processed within an average of 15 days from the date of receipt. Letters are sent to the shareholders after transfer of shares in their names giving an option for dematerialization of shares of the physical shares. Physical shares are dematerialization, share certificates are dispatched by Registered Posts.

x) (a) Distribution of Shareholding (as on 31.03.2022):

		For the Year 2021 – 2022
	No. of Shareholders	% of Shareholders	No. of Shares held	% of Shareholding
Upto 500	2034	73.19	438,065	8.71
501 - 1000	432	15.55	381,340	7.58
1001 - 2000	188	6.77	310,481	6.17
2001 - 3000	54	1.94	138,137	2.75
3001 - 4000	13	0.47	45,736	0.91
4001 - 5000	16	0.58	74,820	1.49
5001 - 10000	20	0.72	150,022	2.98
10001 & above	22	0.79	3,491,399	69.41
T O T A L	2779	100.00	5,030,000	100.00

(b) Categories of Shareholders (as on 31.03.2022)

For the period 2021– 2022

Categories	No. of Shares held	% of Shareholders
A Promoter’s holding
a. Promoters
Indian Promoters	1,975,000	39.26
Foreign Promoters
b. Person acting in concert
Sub-total	1,975,000	39.26
B
1 Institutional Investors
a Mutual Funds and UTI
b Banking, financial institutions/
Insurance Companies
c FIIs
d Others
2 Non- Institutions
a Bodies Corporate	697,444	13.86
b Indian Public	1,455,173	28.93
c NRI	885,287	17.60
d Any other
HUF	16,896	0.34
Trust	200	0.00
Sub- total	3,055,000	60.73
Grand Total	5,030,000	100.00

xi) Dematerialization of shares and Liquidity :

Over 82.79% of the shares have been dematerialized up to 31^st March, 2022. There are 3,697,311 and 466,771 shares are demated in the NSDL and CDSL Depository respectively, to whom all company’s mailers and Annual Reports are dispatched in addition to registered members. The shares of the Company are listed in Mumbai Stock Exchange and hence facilitate liquidity.

xii) Address for correspondence: Mid East Portfolio Management Limited

1/203, Vishal Complex, Narsing Lane, Off. S.V. Road, Malad (West), Mumbai – 400 064, 28240444

DEPOSITS:-

The Company has not accepted and/or renewed any public deposit during the year review.

DIRECTOR’S RESPONSIBILITY STATEMENT:-

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 the Directors confirm:-

i. that in the preparation of the annual accounts for the year ended on 31^st March 2022, the applicable accounting standards have been followed;

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 for the period and of the profit of the Company for that period under review.

iii. 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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. that the directors have prepared the accounts for the year ending 31^st March, 2022 on a going concern’ basis.

v. Directors had devised proper systems to ensure compliance with provisions of all applicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY:-

The Company is engaged in the business of trading and dealings in shares and securities and consequently various disclosures required u/s 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Directors) Rules, 1988 are not applicable to this Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has done eight board meetings during this financial year which is in compliance to the provisions of the Companies Act, 2013.

FOREIGN EXCHANGE EARNINGS & OUTGO:-

During the year under review -	Earnings -	Nil
-	Outgo -	Nil

PERSONNEL:-

Information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given as there was no employee earning monthly salary as specified in aforesaid Section or more during the year.

CORPORATE GOVERNANCE :-

The Company has complied with the requirements regarding Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, where the Company’s shares are listed. A report on the Corporate Governance in this regard is made a part of this Annual Report and a Certificate from the Auditors of the Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

SECRETARIAL AUDIT

During the year under review, M/s VKM & Associates, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2022. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure II and forms an integral part of this Report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company regards its employees as great asset.

For the particulars of employees as required to be disclosed in the Directors Report in accordance with the Provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies

(Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Directors state that the company does not have any employee, who

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than 60,00,000/- rupees per annum;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than 5,00,000/- rupees per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function outsourced Chartered Accountants as of current is well defined in the engagement letter of the Internal Auditor duly approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee.

The Internal Auditor evaluates the adequacy of the internal control system in the Company on the basis of Statement of Operations Procedure, instruction manuals, accounting policy and procedures.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for the year 2021-22 led by the Nomination & Remuneration Committee.

As part of the evaluation process, the performance of non-independent Directors, the Chairman and the Board was done by the independent Directors. The performance evaluation of the respective Committees and that of independent and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed satisfaction with the evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a whistleblower policy, to support the Code of conduct of the Company. This policy documents the Company’s commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Company’s Code of conduct at a significantly senior level without fear of intimidation or retaliation.

DISCLOUSRE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review. An internal Complaint committee has been set up to redress complaints received regarding sexual harassment. All woman employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review there were no complaints received by the Company related to sexual harassment.

CASH FLOW STATEMENT

In conformity with the provision of Clause 32 of the Listing Agreement the cash flow statement for the year ended 31^st March 2022 is annexed hereto.

MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company’s operations in future.

ACKNOWLEDGEMENT:-

Our Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Our Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff resulting in the performance of the Company during the year.

For and on behalf of the Board of Directors
Of Mid East Portfolio Management Ltd.
Sd/-	Sd/-
Kishor A. Shah	Jyoti K. Shah
Managing Director	Director & CFO
(DIN: 000015575)	(DIN: 00020912)
Place: Mumbai
Date: 25th May, 2022