Midwest Gold Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the THIRTETH ANNUAL REPORT together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2020.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended 31st March, 2020, is summarized below.

(Amount in Rupees)

PARTICULARS 2019-2020 2018-2019
Gross Revenue 62,04,579 18,79,896
Total Expenditure 1,49,28,236 83,37,151
Profit/(Loss) before tax (PBT ) (87,13,657) (64,57,255)
Less: Tax Expenses 38,91,923 10,31,058
Profit/(Loss) after tax (1,25,08,883) (74,88,313)
Total other comprehensive Income/Loss 0 0
Total comprehensive Income/Loss (1,25,08,883) (74,88,313)
EPS (3.83) (2.29)

2. STATEMENT OF COMPANY AFFAIRS: -

Your Company has achieved a Turnover of Rs.57,87,577/- excluding other income of Rs. 4,17,002/- when compared to Rs.10,66,461/- excluding other income of Rs. 8,13,435/-during previous year. The operations of the Company resulted in loss of Rs.1,25,08,883/- when compared to loss of Rs.74,88,313/- during previous year.

3. 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 revive the loss in the ensuing Financial Year.

4. DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2019-2020, in view of the operating loss in the current year and accumulated losses.

5. DEPOSITS:

The Company has not accepted any deposits during the year.

6. TRANSFER TO RESERVES:

During the year, no amount was transferred to General Reserve.

7. CHANGE IN THE NATURE OF BUSINESS:

During the year there was no change in the nature of the business of the Company.

8. ACCOUNTING TREATMENT

There is no change in accounting treatment in the year , as compared to previous Financial Year.

9. 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 the Companies (Appointment and Qualification of Directors) Rules, 2014.

10. SUBSIDAIRY COMPANIES:

The Company does not have any subsidiary Companies as on 31st March, 2020.There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013. Therefore, the question of material change of the business of the subsidiaries/Associates does not arise.

11. 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 and the date of the report. However during the month of April,2020 due to lockdown of the entire Country the Company couldnt do its business.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

In pursuant to the provisions of the Section134 (3)(n) of The Companies Act 2013, the Company has formulated risk management policy to mitigate and manage the risk including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

The policy on Risk Management is available on the website of the Company www.midwestgoldltd.com.

13. BOARD DIVERSITY

The Policy on Board diversity of the Company devised by the Nomination and Remuneration Committee to the extent applicable as per the provisions of the Companies Act, 2013 read with relevant Rules applicable if any and approved by the Board is available on the website of the Company at www.midwestgoldltd.com.

14. CORPORATE SOCIAL RESPONSIBILITY:

Since your Company does not have profits in accordance with provisions of the Companies Act, 2013, and Rules made there under, for the past three years hence did not implement corporate social responsibility policy.

15. 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 the Company has given guarantee in favor of M/s HDFC Bank Ltd on behalf of M/s Midwest Granite Pvt. Ltd, its Holding Company for an additional amount of Rs9.43Crores during the year ended 31.03.2020 and aggregating to Rs.30.50 Crores as on 31.03.2020 ,which is well within the limits of prior approval of the Shareholders vide Special Resolution dated 07.03.2012 duly passed, following the provisions of the earstwhile Companies Act, 1956 and relevant Rules made there under.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The transactions entered with related parties for the year 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 applicable under the SEBI (LODR), Regulations, 2015 during the year with the Promoters, Directors or Key Managerial Personnel. However pursuant to Section 134(3)(h) & Rule 8(2) of the Companies (Accounts) Rules, 2014-AOC-2, a statement is enclosed as Annexure-1.

17. COMPANYS 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.

18. DIRECTORS AND KEYMANAGERIAL PERSONNEL INFORMATION:

Resignation of Mr. G.Nityanand, Independent Director Company w.e.f 23.04.2019.

Mr. G.Nityanand , Independent Director of the Company was resigned w.e.f 23/ 04/2019 due to his preoccupations and personal reasons and your Board of Directors in their meeting held on 23/04/2019 has accepted his resignation .

Appointment of Mr. Rao Sasikanth as Independent Director Company w.e.f 23.05.2019.

Mr. Rao Sasikanth was appointed as Additional - Independent Director of the Company w.e.f 23/05/2019 by your Directors and his appointment as Independent Director was regulairsed by the members w.e.f 25.09.2019 in the previous AGM held on 25.09.2019.

Appointment of Mrs. Soumya Kukreti as Director Company w.e.f 30.05.2019.

Mrs. Soumya Kukreti was appointed as Additional Director of the Company w.e.f 30/05/2019 by your Directors and her appointment as Director was regulairsed by the members w.e.f 25.09.2019 in the previous AGM held on 25.09.2019.

Reappointment of Retiring Director:

In accordance with the provisions of the Companies Act, 2013, Mrs. Soumya Kukreti, Director is retiring at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Resignation of Mr. Manish Tarachand Pande, Company secretary and Compliance Officer w.e.f closing hours of 31.08.2019.

Mr. Manish Tarachand Pande was resigned as Company Secretary (KMP) & Compliance Officer of the Company w.e.f closing hours of 31.08.2019 and your Board of Directors in their meeting held on 14.08.2019 accepted his resignation .

Appointment of Mr. Jitendra H.Raut as Company secretary and Compliance Officer w.e.f01.03.2020 :

Mr.Jitendra H.Raut an Associate member of ICSI was appointed as Company Secretary (KMP) & Compliance Officer of the Company w.e.f 01.03.2020 by the Board of Directors in their meeting held on 13.02.2020.

19. 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 as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules as per the applicable SEBI (LODR) Regulations,2015.

20. EVALUATION OF THE BOARDS PERFORMANCE:

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and the applicable Regulations of SEBI(LODR) Regulations, 2015, the performance of the Board was carried out during the year . 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.

21. SECRETARIAL STANDARDS :

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

22. 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, 2020, 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.

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2019-2020.

23. 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 -2 and forms part of this report.

24. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Company has conducted Six(6) Board Meetings, Four (4) Audit Committee, Two (2) Stakeholders Relationship Committee Meetings and Two (2) Nomination and Remuneration Committee Meetings during the financial year. The Board and Committee Meetings were held in compliance with the provisions of the Companies Act, 2013. The Company has re-constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee during the year due to change in constitution of the Directors. The Board has with drawn two committees viz. Ethics Committee and Risk Management Committee considering the size of the operations and the Board itself is taking care of the compliances in consultation with the other Committees. The details of the same are provided in the Corporate Governance Report to the extent applicable.

25. STATUTORY AUDITORS:

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 30th September, 2017.

26. AUDIT REPORT

The Notes to Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

27. INTERNAL AUDIT REPORT

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, Law, 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 Companys internal control system.

28. 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 a qualified Company Secretary in Practice, in Form MR-3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2020, is provided in Annexure -3.

29. 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 2019-2020 was below Rs. 35 Crores.

30. 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-4 and is attached to this Report.

31. CORPORATE GOVERNANCE:

Pursuant to the Regulation 15(2) of SEBI (LODR) Regulations, 2015, the Regulations pertaining to the Corporate Governance i.e., 17 to 27 & Clauses b to i of sub regulation 46(2) and para C, D & E of schedule V are 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 on the latest Audited Balance Sheet.

However the Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance of the SEBI (LODR) Regulations, 2015 to the limited extent applicable inline with the provisions of the Companies Act, 2013 and relevant rules made there under. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance though it is not applicable to the Company to provide brief information to the Shareholders.

32. PARTICULARS OF EMPLOYEES:

Comparison of the Remuneration of the KMP against the performance of the Company-None of the KMPs at Board level have drawn remuneration during the year. Further, the Company has no person in its employment drawing salary of the amounts stated 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.

33. REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination & Remuneration Committee (NRC),framed a Nomination and Remuneration Policy for directors appointment and remuneration. The salient features of the said policy includes the criteria for determining qualifications, positive attributes and independence of a director in addition to recommending the remuneration for the directors, key managerial personnel and other employees. The said Policy is available on the companys website at www.midwestgoldltd.com

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism for Directors and Employees and accordingly adopted the "Whistle Blower Policy" pursuant to the provisions of Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirement)Regulations, 2015, to facilitate Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The said policy can be accessed on website of the Company at www.midwestgoldltd.com.

35. OTHER POLICIES UNDER SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS, 2015

The Company has also formulated and adopted the following policies as required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

• Archival Policy

• Determination of Materiality of Events

• Preservation of Documents Policy

All policies are available on our website at www.midwestgoldltd.com.

36. STATEMENT ON DECLARATION GIVENBY INDEPENDENT DIRECTORS UNDERSUB-SECTION (6) OF SECTION 149

All Independent Directors have furnished to the Company the requisite declarations that they meet the relevant independence criteria as laid down in Section 149(6) of The Companies Act,2013, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

37. LISTING:

Your Companys shares are presently listed on the Stock Exchange of Bombay. The company is regular in payment of listing fee to BSE.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS.

During the year there were no significant and material orders passed by the Courts/ Regulators.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 forms part of this Report and is annexed hereto.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 :

The Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable to your Company.

41. 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 MIDWEST GOLD LIMITED

Deepak Kukreti B.S.Raju
Whole Time Director Whole Time Director
(DIN: 03146700) (DIN: 01431440)
Place: Hyderabad
Date: 05.09.2020