Midwest Gold Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the TWENTY EIGHTH ANNUAL REPORT together with the Audited Financial Statements of the company for the Financial Year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year ended 31st March, 2018, is summarized below.

(Rupees In Lakhs)

PARTICULARS

2017-2018

2016-2017

Gross Revenue 77.03 262.24
Total Expenditure 77.54 394.35
Profit/ (Loss) before Financial Charges, (0.51) (132.12)
Depreciation and Taxation
Less : Financial Charges 0.36 0.73
Depreciation 28.87 41.83
Profit/(Loss) before Tax (PBT ) (29.74) (174.68)
Less: Tax Expenses 104.61 12.86
Profit/(Loss) after Tax (134.35) (187.54)

2. STATEMENT OF COMPANY AFFAIRS : -

Your Company has achieved a Turnover of Rs. 12.24 Lacs excluding other income of Rs. 64.79 Lacs when compared to Rs. 259.71 lacs during the previous year. The operations of the Company resulted in loss of Rs. 134.35 lacs when compared to loss of Rs. 187.54 Lacs during the 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 2017-2018, 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. 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.

9. SUBSIDAIRY COMPANIES:

The Company does not have any subsidiary Companies as on 31st March, 2018. 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.

10. 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.

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

The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizations objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. Your Company follows well–established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board.

The Company has laid down a well-defined risk management mechanism covering risk mapping, risk exposure and risk mitigation process. The Companys Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, strategy, Corporate Governance and Compliance and Information Security.

A detailed exercise has been carried out to identify, evaluate, manage and monitor the risks which shall help the Company to take pro-active decisions and avoid all financial implications. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

12. 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.

13. 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 guarantee given was enhanced in favor of M/s HDFC Bank Ltd on behalf of M/s Midwest Granite Pvt. Ltd, its Holding Company for an amount of Rs. 34,57,00,000/- from Rs. 30,60,00,000/- during the year ended 31.03.2018 , which is well within the limits of prior approval of the Shareholders vide Special Resolution dated 07.03.2012 (Announcement Date of result of Postal ballot) duly passed, following the provisions of the earstwhile Companies Act, 1956 and relevant Rules made there under.

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

The transactions entered with related parties for the year under review were on arms length basis and in the ordinary course of business. Since the provisions of Section 188 of the Companies Act, 2013 are not attracted, the disclosure in Form AOC- 2 is not required. Further, there are no material related party transactions as applicable under the SEBI (LODR), Regulations, 2015 during the year under review 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 is enclosed as Annexure-1. Further the Audit Committee has reviewed the Related Party transactions in accordance with the applicable provisions.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

16. 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.

17. DIRECTORS AND KEYMANAGERIAL PERSONNEL INFORMATION:

Reappointment of Retiring Director:

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

Ratification of appointment of Mr. B.S.Raju, as Whole Time Director

Mr. B.S.Raju, Director of the Company was appointed as Whole Time Director w.e.f. 14.11.2017 by the Board of Directors for a period of Five years from 14.11.2017 subject to the approval of members of the Company without remuneration. Now the Board is recommended for the ratification of his appointment as Whole Time Director.

18. 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.

19. EVALUATION OF THE BOARDS PERFORMANCE:

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and 17(10) of SEBI(LODR) Regulations, 2015, the performance of the Board was carried out during the year under review. The Board was evaluated for its performance based on the following factors: i. Attendance of Board Meetings and Committees; ii. Contribution made to the Board discussions and future planning; iii. Level of commitment to the stakeholders interest; iv. Initiatives towards the growth of the business and profitability; v. Providing outlook, view points and feedback taking the Company ahead beyond expectations.

The evaluation involves Self-Evaluation by the Board Member and thereafter in the following manner:

a) Individual Directors - The performance of the individual Directors is evaluated by the Nomination and Remuneration Committee.

b) Board and Committees – The Board evaluated its own performance and also of the Committees taking into consideration the above mentioned factors.

A member of the Board does not participate in the discussion of his / her evaluation.

20. 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.

21. 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, 2018, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any, therefrom;

(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 2017-18.

22. 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.

23. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company has conducted Five(5) Board Meetings during the financial year . The Board Meetings were held in compliance with the provisions of the Companies Act, 2013. The various committee meetings are held in accordance with the applicable provisions of the Companies Act, 2013, relevant rules made there under and SEBI (LODR) Regulations, 2015. The details of the same are provided in the Corporate Governance Report.

24. 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.

25. AUDIT REPORT

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

25. INTERNAL AUDIT:

Your Company continuously invests in strengthening its internal control process and appointed Mr. I.Venkateswarlu, M.Com, LLM, who is having vast experience in the field of accounts, finance, 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.

26. 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 2018, is provided in Annexure -3.

27. 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 2017-2018 was below Rs. 35 Crores.

28. 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.

29. 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 extent applicable read 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.

30. PARTICULARS OF EMPLOYEES:

Comparison of the Remuneration of the KMP against the performance of the company. Further, the Company has no person in its employment drawing salary of Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. LISTING:

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

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

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

33. 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.

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances.

The details of the same are explained in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review as and when brought to their notice.

35. INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate Affairs vide its notification dated 16th February, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Indian Accounting Standards ("Ind AS") from April 01, 2017 with transition date of April 01, 2016 and accordingly these financial statements have been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard (Ind AS) as prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles generally accepted in India, as applicable.

36. 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 cooperation.

BY THE ORDER OF THE BOARD
For MIDWEST GOLD LIMITED
G. Nithyanand B.S.Raju
Director Whole Time Director
(DIN: 00078426) (DIN: 01431440)
Place : Bangalore
Date : 14.08.2018