Midland Polymers Ltd Directors Report

<dhhead>DIRECTORS’ REPORT </dhhead>

To

The Members of Midland Polymers Limited

We have pleasure in presenting the 32^nd Directors’ Report on the Business and Operations of the Company together with the audited Financial Statements for the year ended 31^st March, 2024.

 

CHANGE IN MANAGEMENT ETC PURSUANT TO THE RESOLUTION PLAN APPROVED BY THE HON’BLE NCLT, INDORE BENCH VIDE ITS ORDERS DATED 18.08.2023:

The Hon’ble National Company Law Tribunal ("NCLT"), Indore Bench, vide Order dated

01.01.2023 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") against the Company, based on the petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code") and has approved the Resolution Plan vide its Orders dated 18.08.2023.

The following are the material changes having impact on the financial position of the Company are as follows:

Change in registered office of the Company to Sai Krishna Building,8-2-293/82/A/797/A, Cellar Floor, Jubilee Hills, Shaikpet, Hyderabad, Telangana - 500033.

Further, the registered office was shifted to Plot.No.8-2-603/23/3 & 8-2-603/23, 15, 2nd Floor, HSR Summit, Banjara Hills, Road No.10, Hyderabad-500034 w.e.f 20.11.2023.

3. Change in the Main Objects of the Company.

4. Amendment of Capital clause of the Company after consolidation of shares to Rs.10/- per share. The revised Cause V is as follows:

The Authorised Share capital of the company is Rs.13,60,00,000 divided into 1,36,00,000 equity shares of Rs.10/- each.

 

1. FINANCIAL SUMMARY/HIGHLIGHTS/ REVIEW OF OPERATIONS/ STATE OF COMPANY’S AFFAIRS:

The performance of the Company during the year has been as under:

Particulars	2023-2024	2022-2023
Revenue from Operations	5,50,000	--
Other Income (Including Exceptional Items)	73,120	--
Total Expenses	51,92,921	28,72,825
Profit Before Tax	(45,69,801)	(28,72,825)
Profit After Tax	(45,69,801)	(28,72,825)
Earning per Equity Share- Basic	(6.83)	(0.02)
Diluted (in Rs.)	(6.83)	(0.02)

 

During the period under review and the date of Board’s Report there was no change in the nature of Business.

 

2. REVIEW OF OPERATIONS:

On Standalone basis, the total revenue of the Company for the financial year 2023-24 was Rs. 0.62 lakhs as against Nil revenue for the previous financial year. The Company recorded a net loss of Rs. 4.57 Lakhs for the financial year 2023-24 as against the net loss after tax of Rs. 2.87 lakhs for the previous year.

 

3. DIVIDEND

As the Company recently in August, 2023 came out of "Corporate Insolvency and Resolution Process (CIRP)" and in the absence of profit, your directors are unable to declare any dividend for the financial year 2023-2024.

 

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

 

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31^st 2024 is Rs. (2,49,80,901)/-.

 

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

Pursuant to the Hon’ble NCLT Order, Indore Bench dated 18.08.2023, the Company has altered the Main object of the Company to carry out the business objects of the Corporate Debtor, the business objects of Logistics, Import Export trading Software and agriculture. The Company is yet to carry the Operations.

 

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Hon’ble National Company Law Tribunal ("NCLT"), Indore Bench, vide Order dated

01.01.2023 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") based on petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code") had appointed Mr. Madhusudhana Rao Gonugunta as Resolution professional of the Company to manage affairs of the Company in accordance with the provisions of the Code.

The following are the material changes having impact on the financial position of the Company are as follows:

1.change in the registered office of the Company to Hyderabad in the state of Telangana as mentioned below:

Sai Krishna Building,

8-2-293/82/ A/797 /A Cellar Floor,

Jubilee Hills, Road.No.35,

Hyderabad - 500036, Telangana.

2. Change in the Main Objects of the Company.

3. Amendment of Capital clause of the Company after consolidation of shares to Rs.10/- per share. The revised Cause V is as follows:

The Authorised Share capital of the company is Rs.13,60,00,000 divided into 1,36,00,000 equity shares of Rs.10/- each.

 

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

 

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Company was admitted into Corporate Insolvency Resolution Process ("CIRP"). The Hon’ble National Company Law Tribunal ("NCLT"), Indore Bench, vide Order dated

01.01.2023 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") against the Company, based on the petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code") and has approved the Resolution Plan vide its Orders dated 14.09.2023.

1. Capital restructuring:

a) Reduction and extinguishment of existing Promoters holding to the extent of 100%:

The Holding of erstwhile promoters is reduced by 100%. As a result, the erstwhile promoters shareholding of 1,22,65,000 shares have become zero

b) Reduction and extinguishment of non-promoters holding to the extent of 95%:

The Holding of non-promoters is reduced by 99%. As a result, the existing public shareholding of 12,36,09,700 shares have become 1,23,610 equity shares

2. Capital infusion into the Company and allotment of equity:

The Resolution Applicant have infused an amount of Rs. 2,40,00,000/- in the manner set out in the Resolution Plan.

Further, pursuant to the said Order, the Board of Directors in its meeting held on 16.10.2023 has approved the allotment of 5,45,150 equity shares of Rs. 10/- each to resolution applicant and other strategic investors pursuant to the approved resolution plan.

Therefore, pursuant to the above, as on date the Authorised share capital of the Company as on 31.03.2024 is at Rs. 13,60,00,000 divided into 1,36,00,000 equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

Therefore, pursuant to the above, as on date the Paid- Up Capital of your Company stands at Rs. 66,87,600 divided into 6,68,760 (Six lakhs Sixty-Eight Thousand Seven hundred and sixty-only) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

 

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.

During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

 

11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years and therefore no amount/shares is required to be transferred to Investor Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

 

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

a.) Appointments:

Pursuant to the Orders dated 18.08.2023 of Hon’ble NCLT, Indore Bench, following appointments have taken place during the year:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Appointment
1	Mrs Vanaja Veeramreddy	Managing Director	06.09.2023
2	Mr. Praneeth Thota	Whole-Time Director and CFO	15.09.2023
3	Mrs. Jhansi Sanivarapu	Non-Executive Director	15.09.2023
4	Ms. Priyanka Agarwal	Chairperson and Independent Director	15.09.2023
5	Mr. Shivshankar Reddy Gopavarapu	Independent Director	15.09.2023
6	Ms. Sirisha Gajjala	Company Secretary and Compliance Officer	06.09.2023
7.	Ms. Sharvari Shinde	Company Secretary and Compliance Officer	01.04.2024

 

b.) Resignations:

Pursuant to the Orders dated 18.08.2023 of Hon’ble NCLT, Indore Bench, Following Directors have been deemed as resigned during the year:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Resignation
1.	Mr. Satyanarayan Rathi	Managing Director	15.09.2023 (Deemed Resignation)
2.	Mr. Aditya Phanse	Whole-Time Director and CFO	15.09.2023 (Deemed Resignation)
3.	Mr. Dinesh Kumar Gund	Independent Director	15.09.2023 (Deemed Resignation)
4.	Mr. Shubham Jain	Independent Director	15.09.2023 (Deemed Resignation)
5.	Ms. Sirisha Gajjala	Company Secretary and Compliance Officer	31.03.2024

 

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as Annexure A to the notice of the AGM forming part of this Annual Report.

 

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b)

read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

 

14. BOARD MEETINGS:

The Company was suspended and was admitted in IBC proceedings and came out of the same on 18.08.2023 vide Orders of the Hon’ble NCLT Indore Bench dated 18.08.2023 and till then the Board was Suspended.

However, after the end of IBC proceedings the Company, the Board of Directors duly met seven (07) times during the financial year from 1st April 2023 to 31st March 2024. The dates on which the meetings were held are 25.09.2023, 16.10.2023, 20.10.2023, 14.11.2023, 20.11.2023, 14.02.2024 and 30.03.2024.

 

15. COMMITTEES:

The Company being a listed Company has validly constituted various applicable and mandatory committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

 

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

 

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure VI (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure VI (b).

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

 

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 ratio of remuneration of Mrs. Vanaja Veeramreddy, Managing Director of the Company is nil as no remuneration was paid.

 

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134 (5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

 

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure V and forms part of this Report.

 

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

 

22. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-2024 is given as Annexure II in this Annual Report.

 

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has M/s Protect Nature Private Limited was a subsidiary. However, pursuant to the NCLT Order dated 18.08.2023, all investments were transferred including subsidiary, Hence, consolidation results not presented and therefore it ceased to be subsidiary.

 

24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company has M/s Protect Nature Private Limited which was ceased to its subsidiary w.e.f. 31.12.2023.

 

25. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

 

26. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

 

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments exceeding the limits under the provisions as prescribed in Section 186 of the Companies Act, 2013.

 

28. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company’s website at www.erpsoft.com. This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure IV which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to note no. 25 to the financial statements which sets out related party disclosures pursuant to IND AS-24.

 

29. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, are provided hereunder:

 

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

 

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

 

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

 

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure I for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

 

31. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

 

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

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

 

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

The Hon’ble National Company Law Tribunal ("NCLT"), Indore Bench, vide Order dated

18.01.2023 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") based on petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code") and appointed Mr. Madhusudan Rao Gonugunta as Resolution Professional.

1. The CoC resolved to appoint the IRP as the RP and the same was approved by this Adjudicating Authority.

2. The CoC instructed the RP to publish Form G calling upon the prospective resolution applicants to submit the EOI/Resolution Plans for the corporate debtor.

3. The RP published Form-G on 04.03.2023 in widely circulated English as well as local language newspapers. In response thereto, he received 2 resolution plans from Mr. Arun Kilash Shah and Mr. Gudapu Reddy Sreedar Reddy.

4. The CoC discussed the proposal, which was received in the form of Resolution Plans, in its 3rd & 4th CoC meetings. In its 4^th CoC meeting held on 03.06.2023, the said resolution plans were discussed and put to vote. The resolution plan from Mr. Gudapu Reddy Sreedar Reddy was approved by the CoC with 97.48 % votes.

5. The resolution applicant- Mr. Gudapu Reddy Sreedar Reddy has proposed to infuse a sum of Rs.2,31,75,000/- and an allotment of 10,000 equity shares of Rs.10/- each to the secured financial creditors.

 

34. AUDITORS:

a. Statutory Auditors

The members of the company approved the appointment of M/s. Pundarikashyam and Associates, Chartered Accountants as Statutory Auditors of the company for the term of one years from 20.10.2023 to 31.03.2024 upto conclusion of 32^nd Annual General meeting to be held for financial year 2023-24 and is eligible for reappointment.

The Board in its meeting held on 14.08.2024 proposed to appoint M7s. Pundarikashyam and Associates., as Statutory Auditors for the remaining period of 5 years from the conclusion of ensuing AGM for FY 2023-24 till the conclusion of Annual General Meeting to be held for the FY 2028-29.

The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated audited financial results of the Company for the Financial Year ended March 31, 2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

b. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditor of the Company on quarterly basis by M7s. M G S Reddy & Co., Chartered Accountants, Internal Auditors of the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

M/s. MGS Reddy & Co, Chartered Accountants again reappointed as Internal Auditors of the Company for the FY 2024-25.

 

c. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Manoj Parakh & Associates., practicing company secretaries, as Secretarial Practicing Company Secretaries as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company Secretaries for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as Annexure- III and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

 

35. SECRETRIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

 

36. DECALARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Act, as on March 31, 2024.

 

37. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website.

 

38. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

 

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- V to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

 

40. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company’s website www. Midlandpolymers.com

 

41. NON- EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

 

42. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

The National Company Law Tribunal ("NCLT"), Indore Bench, vide Order dated

01.01.2023 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") based on petition filed by the Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Hon’ble NCLT vide its Orders dated 18.08.2023 approved the Resolution Plan submitted by Mr. Gudapu Reddy Sreedar Reddy. He has implemented the Resolution Plan including payment to the financial and operational creditors.

 

43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

 

44. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

 

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

 

46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

 

47. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

 

48. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

 

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website. www.midlandpolymers.com.

 

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee’s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: Yes

h) Issue of equity shares with differential rights as to dividend, voting: NA

 

51 .APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

	For and on behalf of the Board For Midland Polymers Limited
Place: Hyderabad Date: 14.08.2024	Vanaja Veeramreddy Managing Director DIN:07019245	Jhansi Sanivarapu Director DIN:03271569