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MIDEAST (INDIA) LIMITED Regd Office: D-12, NEB SARAI, FREEDOM FIGHTERS ENCLAVE, NEW DELHI-110068
CIN: L63090DL1977PLC008684 Email: [email protected] Tel: 011-40587085
NOTICE
Notice is hereby given that the 40th Annual General Meeting of the Members of Mideast (India)
Limited will be held on Thursday, 29th Day of September, 2016 at 11:30 AM at The Claremont, Aaya Nagar, Mehrauli Gurgaon Road, New Delhi-110047 to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the financial statements including consolidated financial
statements as at 31st March 2016 together with the Reports of the Auditor’s and Board of
Directors thereon.
2. To appoint a Director in place of Mr. D. K. Singh (DIN: 00091193), who retires by rotation
and being eligible, offers himself for re-appointment.
3. To ratify the appointment of M/s Sangram Paul & Co., Chartered Accountants (Firm
Registration No. 308001E) as an Auditor and to pass the following resolution, with or without modification as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sec. 139 and other applicable provisions,
if any, of the Companies Act, 2013 and rules framed thereunder, as amended from time to time, the appointment of M/s Sangram Paul & Co., Chartered Accountants (Firm Registration
No. 308001E), be and is hereby ratified by the members of the Company, as Statutory
Auditors of the company to hold office from conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company at such remuneration as shall
be fixed by the Chairman/ Board of Directors of the Company.
RESOLVED FUTHER THAT the Board of Directors be and is hereby authorised to do all such act(s), deed(s) and thing(s) as may be considered necessary, proper or expedient in order
to give effect to the above resolution.”
SPECIAL BUSINESS
4. To appoint Mr. Hawa Singh Chahar (DIN: 01691383) as an Independent Director of the
Company and in this regard, to consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule
IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in force) and Regulation
17 of SEBI (LODR) Regulation 2015, Mr. Hawa Singh Chahar (DIN: 01691383), who
qualifies for being appointed as an Independent Director and in respect of whom the
Company has received a notice in writing under Section 160 of the Act from a member
proposing his candidature for the office of the Director, be and is hereby appointed as an
Independent Director of the Company, not liable to retire by rotation and to hold office for a
term up to upto five consecutive years commencing from 29th September, 2016.
For and on Behalf of the Board
Jitendra Kumar Singh
DIN:00090649
Director
D-3A, Ansal Villa,
Satabari, New Delhi-110030
Dated : 12/08/2016 ,
Place : New Delhi
NOTES:
1) An explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of item no. 4
of the notice set out above is annexed herewith.
2) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote
instead of himself and a proxy need not be a member of the company. The instrument appointing proxy
should be deposited at the registered office of the company not less than forty-eight hours before
commencement of the meeting.
3) A person can act as proxy on behalf of not more than fifty members and holding not more than ten
percent of the total share capital of the company. A Member holding more than ten percent of the total
share capital of the Company carrying voting rights may appoint a single person as a proxy and such
person shall not act as proxy for any other person or shareholder. A Proxy form is sent herewith.
4) The instrument appointing proxy in order to be effective should be duly stamped, completed and
signed and should be deposited at the Registered Office of the Company not later than 48 hours before
the time fixed for the meeting. 5) Members / proxies should bring the Attendance Slip duly filled in for attending the meeting. The form
of attendance slip and proxy form are attached with the Notice.
6) For members who have not registered their email address, physical copies of the Notice of the 39th
Annual General Meeting of the Company along with Attendance Slip and Proxy Form is being sent in
the permitted mode.
7) Members who hold shares in physical form may nominate a person in respect of all the shares held by
them whether singly or jointly. Members are advised to avail of the nomination facility by filing Form
SH-13 in their own interest. Blank forms will be supplied by the Company on request. Members
holding shares in demat form may contact their respective Depository Participants for recording of
nomination.
8) During the period beginning 24 hours before the time fixed for the commencement of the Annual General meeting and ending with the conclusion of the meeting, a Member would be entitled to inspect
the proxies lodged at any time during the business hours of the Company, provided that not less than
three days of notice in writing is given to the Company.
9) Corporate Members intending to send their authorized representative to attend the meeting are
requested to send at the Registered Office of the Company, a duly certified copy of the Board
Resolution, pursuant to Section 113 of the Companies Act, 2013, authorizing their representatives to
attend and vote on their behalf at the Annual General Meeting.
10) The Register of Directors and Key Managerial Personnel and their shareholding maintained under
Companies Act, 2013 will be available for inspection by the members at the AGM.
11) The Register of Contracts or Arrangements in which directors are interested, maintained under Companies Act, 2013, will be available for inspection by the members at the AGM.
12) The Register of Members and Share Transfer Books will remain closed from Saturday, 24th
September, 2016 to Friday, 29th September, 2016 (both days inclusive).
.
13) In case of joint holders attending the Annual General Meeting, only such joint holder who is higher in
the order of name and attending the meeting, will be entitled to vote.
14) Members are requested to bring their copy of the Annual Report to the Annual General Meeting.
15) Members holding shares in physical form are requested to notify/send any change in their address to
the Company’s Registrars and Share Transfer Agents or to the Company at its Registered Office. 16) Members desirous of obtaining any information / clarification concerning the Financial Statements for
the financial year ended March 31, 2016 of the Company, may send their queries in writing atleast
seven days before the Annual General Meeting to the Company Secretary at the Registered Office of
the Company or at E-Mail Id : [email protected]
17) Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015, the brief profile of Director eligible for appointment/re-appointment vide item no. 2, 4 to 6 is as
follows:-
Particulars Mr. D.K Singh Mr. Hawa Singh Chahar
DIN
00091193 01691383
Date of Birth 26th November, 1950 15th October, 1948
Date of appointment 28th July, 1977 29th September, 2016
Qualifications Bachelor of Laws Retd IAS Officer
Expertise in specific
functional areas
Mr. D K Singh, aged about 62 years is a law
graduate and possesses nearly a decade’s
experience in the leather and pharmaceuticals
industry. He has an established track record and
with their international business experience have created a presence for the Mesco group.
Mr. Hawa Singh Chahar, Retd I.A.S
Officer. He has 18 years of experience
as Secretary in various Government
departments including the Agricultural
Department, Transport and Commerce Department, Housing and Urban
Development Department, Steel and
Mines Department, Forest and
Environmental Department. He served
as Chairman of Bilati (Orissa) Limited
and served as its Director since July
2005.
Directorships in other
Companies
1. Mesco Pharmaceuticals Limited
2. Forrester Foods Private Limited
3. Mesco India Limited
4. Mesco Laboratories Limited
5. Chhindwara Energy Limited 6. Mesco Hotels Limited
7. Mesco Logistics Limited
8. Mesco Aerospace Limited
9. 21st Century Finance Limited
1. Mesco Kalinga Steels Limited
2. Mesco Mining Limited
Memberships /
Chairmanships of
committees of other
public companies
(includes only Audit
Committee and
Stakeholders’
Relationship Committee.)
NIL NIL
Number of shares
held in the Company
69,480 NIL
Relationship with any Brother of Mr. Jitendra Kumar Singh NIL
18) All the documents referred to in the accompanying Notice and the Statement pursuant to Section
102(1) of the Companies Act, 2013, will be available for inspection at the Registered Office of the
Company during business hours on all working days up to the date of the declaration of the result of
the 40thAnnual General Meeting of the Company.
19) Route Map as per Secretarial Standard 2 is annexed herewith.
20) Guidelines for attending the ensuing Annual General Meeting of the Company:
a) Entry to the venue will be strictly against entry coupon available at the counters at the venue and
against the exchange of duly filled in, signed and valid Attendance Slip. b) Any briefcase/bags/eatables or other articles are not allowed inside the Auditorium/Hall.
c) Member(s) are requested to bring the copy of the Annual Report to the meeting.
d) The voting rights of Members shall be in proportion to the shares held by them in the paid up
equity share capital of the Company as on 31st March, 2016.
e) The results declared will also be placed on the Company’s website and communicated to the Stock
Exchanges
21) You can also update your mobile number and e-mail id in the user profile details of the folio which
may be used for sending future communication(s).
For and on Behalf of the Board
JITENDRA KUMAR SINGH DIN- 00090649
Chairman
Dated : 12/08/2016 D-3A, Ansal Villa, Satabari,
Place : New Delhi New Delhi-
11003
Director(s) of the
Company
Explanatory Statement in respect of Special Business (Pursuant to section 102 of the Companies Act, 2013)
The Following Explanatory Statement, as required under section 102 of the Companies Act
2013, set out all material facts relating to the business under Item No. 4of the accompanying
notice .
Item No. 4
As per the provisions of Section 149(4) of the Act and the Companies (Appointment and
qualifications of Directors) rules, 2014 the Company should have at least 2 Independent Director on the Board of Directors of the Company. The said legal requirement is fulfilled by the appointment of
Mr. Hawa Singh Chahar (DIN 01691383), as a Director of the Company.
The Company has received a Notice in writing under the provisions of section 160 of the Companies
Act, 2013, along with a deposit of Rs. 1,00,000/- proposing the candidature of Mr. Hawa Singh
Chahar (DIN 01691383), for the office of Director. The Company has received consent in writing to
act as Director in Form DIR- 2 and intimation in Form DIR-8 to the effect that he is not disqualified u/s 164(2) to act as Director. The Company has also received declaration from him that he meets the
criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the
Board, Mr. Hawa Singh Chahar (DIN 01691383), fulfills the conditions specified in the Act and rules made thereunder for his appointment as an Independent Director of the Company and is independent
of the management.
Mr. Hawa Singh Chahar (DIN 01691383), being eligible and offering himself for appointment, is proposed to be appointed as an Independent Director for a term of 5 (Five) years from the date of this
AGM upto the date of AGM to be held in the calendar year 20201.
Copy of the draft letter for appointment of Mr. Hawa Singh Chahar (DIN 01691383), as an
Independent Director setting out the terms and conditions would be available for inspection without
any fee by the members at the Registered Office of the Company during normal business hours on any working day till the date of AGM.
The Board of Directors of your Company recommends the resolution in relation to appointment of
Mr. Hawa Singh Chahar (DIN 01691383), as an Independent Director, for the approval by the shareholders of the Company.
Except Mr. Hawa Singh Chahar (DIN 01691383), no other Director and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set
out at Item No. 4.
For and on Behalf of the Board
JITENDRA KUMAR SINGH
DIN- 00090649
Chairman
Dated : 05/09/2016 D-3A, Ansal Villa,
Satabari, Place : New Delhi New Delhi-
110030
MIDEAST (INDIA) LIMITED Regd Office: D-12, Neb Sarai, Freedom Fighters Enclave, New Delhi-110068
CIN: L63090DL1977PLC008684, Email: [email protected], Tel: 011-40587085
___________________________________________________________________________
DIRECTORS’ REPORT
TO
THE MEMBERS,
MIDEAST (INDIA) LIMITED
Your Directors take pleasure in presenting the 40th Annual Report on the business and operations of
the Company and the accounts for the Financial Year ended March 31, 2016.
1. Financial summary or highlights/Performance of the Company
(Amount in Rs.)
Particulars Period ended
31st March, 2016 31
st March, 2015
Revenue from Operations 0.00 0.00
Other income 4,950,117.00 28,493,861.00
Profit before Depreciation and Tax 1,884,193,210.00 25,942,403.00
less: Depreciation 0 0.00
Profit (loss) before Tax 1,884,193,210.00 25,942,403.00
Less: Provision for Tax 1,266,446.00 1,335,900.00
Add: Deferred Tax 0 0.00
Profit (Loss) after Tax 1,882,926,764.00 24,606,503.00
2. Dividend
To conserve the resources, no dividend is being declared for the current financial year by the
Company.
3. Reserves
No amounts were proposed by Board to be carried to the reserves.
4. Brief description of the Company’s working during the year/State of Company’s affairs
During the year under review, total profit of the Company was 1,882,926,764.00/- against the
profit of Rs. Rs. 24,606,503/- during previous year. Your Directors are putting in their best efforts
to improve the performance of the Company.
5. Change in the nature of business
There was no change in the nature of business.
6. Material changes and commitments, if any, affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report
No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statements relate on the date of this
report.
7. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company’s operations in future.
No significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and company’s operations in future.
8. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements
The Company has designed and implemented process driven framework for internal financial
controls within the meaning of explanation to Section 134 (5) (e) of the Companies Act, 2013. For
the year ended 31 March, 2016, the Board is of the opinion that the Company has sound internal
financial controls commensurate with the nature and size of its business operations; wherein
controls are in place and operating effectively and no material weaknesses exist. The Company has
a process in place to continuously monitor the existing controls and identify gaps, if any, and
implement new and / or improved controls, wherever the effect of such gaps would have a material
effect on the Company’s operation.
9. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has “Mideast Integrated Steels Limited” as an Associate Company (See
Annexure-V)
S.
No.
Name And Address of The
Company
CIN/GLN
Holding/
Subsidiary
/Associate
% of
shares
held
Applicab
le
Section
1. Mideast Integrated Steels
Limited
L74899DL1992PLC050216 Associate 23.61% 2(6)
10. Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
11. Reports on Management Discussion Analysis and Corporate Governance
As required under the Listing Agreement with Stock Exchanges ("Listing Agreement"),
management discussion and analysis and corporate governance report are annexed as Annexure I
and Annexure II respectively to this Report.
12. Auditors
M/s. Sangram Paul & Co., Chartered Accountants, was appointed as Statutory Auditors of the
Company for 3 years in the Annual General Meeting held on 30/06/2014. Their continuance of
appointment and payment of remuneration are to be confirmed/ratify and approved in the ensuing
Annual General Meeting. The Company has received a certificate from the above Auditors to the
effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of
the Companies Act, 2013.
13. Auditors’ Report
There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors
in their report on the Financial Statements of the Company for the Financial Year ended 31st
March, 2016.
14. A) Share Capital
During the Financial Year 2015-16, the share capital of the Company was Rs. 502,053,980/-
divided into 50,205,398 Equity Shares of Rs 10/- each.
B) Issue of equity shares with differential rights/ Buy Back Of Securities/ Issue of sweat equity
shares/ Bonus Shares/ Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
During the year under consideration no transactions were covered under Companies (Share Capital
and Debentures) Rules, 2014.
C) Issue of employee stock options The Company has not issued any shares as employee stock options scheme during the year under
consideration.
15. Extract of the annual return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and administration) Rules, 2014 is furnished in Annexure- III and is
attached to this Report.
16. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
a) Conservation of Energy & Technology Absorption: Since the Company is not engaged
in any manufacturing activity, issues relating to conservation of energy and technology absorption are not given.
b) Export Activities: There was no export activity in the Company during the year under review.
c) Foreign Exchange Earnings and Outgo: The Income & Expenditure in foreign exchange
is as under during the year under review: Foreign Exchange outgo : Rs. Nil (previous year Rs. Nil)
CIF Value of Imports : Rs. Nil (previous year Rs. Nil)
Foreign Exchange Earning : Rs. Nil (previous year Rs. Nil)
17. Corporate Social Responsibility (CSR)
The company is not covered in the limits prescribed under section 135 of the Companies Act, 2013, therefore Corporate Social Responsibility is not applicable.
18. Directors
A) Changes in Directors and Key Managerial Personnel Mr. D. K Singh (DIN: 00091193) retires by rotation and being eligible offers himself for re-
appointment as director of the company.
B) Declaration by the Independent Director(s)/ Formal Annual Evaluation
The Provisions of declaration & Appointment of Independent director are applicable on the
company. But due to non availability of independent Director(s) having experience in the field in
which Company is working at competitive remuneration/ cost, the Company does not have any Independent Director on the Board. The Company is in the process of appointment of independent
director.
19. Number of meetings of the Board of Directors
During the year the Board of Directors met Eleven (9) times. The maximum interval between any
two board meetings did not exceed 120 (one hundred and twenty) days.
20. Audit Committee
The committee presently consists of three directors out of which none is independent director. The
composition of the committee is not in conformity with the provision of section 177 of Companies’
Act, 2013 read with clause 49 of the listing agreement. Four meetings of the audit committee were
held during the year 2015-16. The name of the committee members are:-
i. Mr. Jitendra Kumar Singh
ii. Mr. Dushyant Kumar Singh
iii. Mrs. Rita Singh
21. Details of establishment of vigil mechanism for directors and employees
The Company has established vigil mechanism for employees and Directors. The Company is
committed to provide adequate safeguards against victimization of employees and Directors who
express their concerns. The Company has also provided direct access to the directors for the issues
concerning the interests of company employees. However due to non availability of independent
directors the work of vigil mechanism committee is done by the members of Audit Committee.
22. Nomination and Remuneration Committee
The committee presently consists of three directors out of which none is independent director. The
composition of the committee is not in conformity with the provision of section 178 of Companies’
Act 2013 read with Regulation 19 of SEBI (LODR) Regulation 2015. The name of the committee
members are:-
i. Mr. Jitendra Kumar Singh
ii. Mr. Dushyant Kumar Singh
iii. Mrs. Rita Singh
23. Particulars of loans, guarantees or investments under section 186: NIL
24. Particulars of contracts or arrangements with related parties:
There was no contract or arrangements entered into by the Company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013.
For details of related parties transactions (other than referred to in sub-section (1) of section 188 of
the Companies Act, 2013) Refer Note No. 19 of the financial statements
25. Policy on Directors Appointment and Remuneration
Company has formulated the policy for the Director’s appointment and remuneration. During the
year under consideration the company has not paid any remuneration to the Directors.
26. Managerial Remuneration:
A) There are no Directors/ employees drawing salary and thus the clause is not applicable
B) There are no employees drawing salary in excess of limits prescribed under section 197 of the
Companies Act’ 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. C) The company does not have any Holding or subsidiary company, therefore disclosure required
under section 197 of the Companies Act, 2013 regarding remuneration or commission
received by the directors from the holding or subsidiary company of the company is not applicable.
27. Secretarial Audit Report
Your Board, during the year, appointed Mr. Robinderpal Singh Batth to conduct secretarial audit
of the Company for the financial year ended 31st March, 2016. The Report of Mr. Robinderpal Singh Batth in terms of Section 204 of the Act is provided in the Annexure- IV forming part of this
Report.
The responses of your Directors on the observations made by the Secretarial Auditor are as
follows:-
Response to Point No. 1
At present company is not carry on its main business thus company is not in the position of providing e-voting facility to its members.
Response to Point No. 2 During the year under review, company has not found any suitable person to appoint as CEO,
Company Secretary and Independent Director. However company has vide its resolution dated 12th
August, 2016 appointed Mr. Abinash Sahoo as Company Secretary and proposed the appointment
of Mr. Hawa Singh Chahar as Independent Director in the ensuing AGM.
Response to Point No. 3
The Company is already in the process of revocation of suspension on BSE by complying SEBI (Listing Obligations and Disclosure Requirements), 2015
28. Risk management policy
The company follows well-established and detailed risk assessment and minimization procedures,
which are periodically reviewed by the Board. The Company has in place a business risk
management framework for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and
determining a response strategy.
29. Directors’ Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:
a) in the preparation of the annual accounts for the financial year ended 31st March,
2016, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) the directors had 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 as at 31st March, 2016 and of the
profit of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the Company has adequate internal financial control measures;
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
30. Details of establishment of vigil mechanism for directors and employees
The Company has provided adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct access to the directors’ issues
concerning the interests of company employees.
31. Secure Workplace Policy
Your Company has implemented secure workplace policy in accordance with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
32. Acknowledgements
Your Directors place on record their sincere thanks to bankers, business associates, consultants,
and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board
Jitendra Kumar Singh Dushyant Kumar Singh DIN-
00090649 DIN:00091193
Director Director
D-3A, Ansal Villa, Satbari D-3A, Ansal Villa, Satbari New Delhi-110030 New Delhi-110030
Dated : 12.08.2016 Place : New Delhi
ANNEXURE I
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
CAUTIONARY STATEMENT
This Management Discussion and Analysis statements of Annual Report has been included in
adherence to the spirit enunciated in the code of corporate Governance approved by the
Securities and Exchange Board of India, Statement in the Management Discussion and
Analysis describing the Company’s objectives, projections estimates expectation may be
“Forward-Looking Statement” within the meaning of applicable securities laws and
regulation. These statements are subject to certain risks and uncertainties. Actual result could
differ materially from those expressed or implied. Important factors that could make a
difference to the Company’s operations include economic conditions affecting demand/
supply and price conditions in the Government policies, economic development, political
factors and such other factors beyond the control of the Company.
BUSINESS ENVIRONMENT
Even though there is a global slowdown, Indian economy has recorded growth rate higher
than the previous year although this is below expectation. Poor industrial growth is
responsible for the below par performance of the company, though the situation has been
salvaged to some extent by services and agriculture sector. Poor economic performance has
been exacerbated by slippage on the fiscal point.
In such a scenario, low inflation is acting as a damper for creating demand. Lack of demand
– both investment and consumption, has been identified as the root cause of the ills plugging
the economy.
MANAGING RISK AND TRANSFORMATION
While the economic outlook still looks uncertain, some signs of revival are visible. With
most market participant expecting the coming of decade to represent after subbed
environment for financial return and transaction activity, the industrial growth is positive on
years of double digit returns /volume.
THREATS & CONCERNS
The Company as being hit by financial crisis is unable to carry on any business activity
during the year under review. Any slowdown in the growth of Indian economy or any
volatility in global market, could also adversely affect the business. Moreover, the Company
is also prone to risks pertaining to change in government regulations, tax regimes, other
statutes.
GROWTH & FUTURE PROSPECTS
The management continues to be positive on the revival of the Company and is trying there
level best for the same. Due to economy slow down and closure of the factory of the
Company and other obstacles, Company was under immense pressure and still trying to come
out of the same and is positive on the revival of the Company.
INSURANCE
All the properties of the Company have been adequately insured.
LISTING OF SHARES
The shares of the company are presently listed at Bombay, Ahmedabad Stock Exchange and
Calcutta stock exchanges. However the trading of the company’s share has been suspended.
CORPORATE GOVERNANCE
Corporate Governance refers to the set of systems, principles and processes by which a
company is governed. They provide the guidelines as to how the company can be directed or
controlled so as to fulfill its goal and objectives in a manner that adds to the value of the
company and benefit to all stakeholders in the long term. Stakeholders in this case would
include everyone ranging from the Board of Directors, management, shareholders to
customers, suppliers, financiers, employees and society at large. Strong and improved
Corporate Governance practices are indispensable in today`s competitive world and complex
economy.
Mideast ( India ) Limited looks at Corporate Governance requirements as an integral part of
business strategy which contributes to business growth in ethical perspective. Besides
complying with the prescribed Corporate Governance Practices as per Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations,
2015 (hereinafter referred to as `Listing Regulations`), the Company has voluntarily adopted
various practices of governance in terms of highest ethical and responsible standard of
business, globally bench marked.
ANNEXURE II
CORPORATE GOVERNANCE REPORT
(Pursuant to Regulation 27 (2) (a) of the SEBI (LODR) Regulation 2015) Company’s
Philosophy on Corporate Governance
Securities & Exchange Board of India (SEBI) has prescribed mandatory standards of
Corporate Governance which have been enshrined in the Regulation 27 (2) (a) of the SEBI
(LODR) Regulation 2015.
The Company had initiated good Corporate Governance ‘practice’ even and is committed for
further improvement by lying emphasis on ‘Substance’ over the ‘form’ and therefore, aims to
increase the value for all the stakeholders. The good Corporate Governance Practice form an
integral part of Company’s Governance culture.
Our Philosophy on Corporate Governance envisages attainment of highest level of
transparency, accountability and equity in all facets of its operations and interactions with its
Stakeholders, including Shareholders, Employee, the Government and Lenders.
Board of Directors
The Company’s Board consists of three Directors, all being non – executive Directors.
BRIEF PROFILE OF ALL DIRECTORS
a) J. K. Singh, DIN- 00090649, Director
Mr. J. K. Singh is specialized in metallurgy, with a graduation from Yale University,
USA in 1966.
b) D. K. Singh, DIN- 00091193, Director
Mr. D.K. Singh is a Graduate
c) Rita Singh, DIN- 00082263, Director
A Science graduate, Mrs. Rita Singh has earned many laurels and brought recognition to
the MESCO group.
BOARD MEETINGS
Nine meetings of the Board of Directors were held during the year: 14th May, 2015, 26th
May, 2015, 14th August, 2015, 5th September, 2015, 1st October, 2015, 21st October, 14th
November, 2015, 13th February, 2016 and 21st March, 2016. The maximum interval between
any two board meetings did not exceed 120 days. The Board meet atleast once in every
quarter to discuss, review and approve the quarterly financial results in compliance with
Clause 41 of the Listing Agreement along with other items of the Agenda. The names of the
members of the Company’s Board of Directors, their attendance at the Company’s Board
meetings and last Annual General Meeting and the number of their other directorships are set
out below:
Name of
Director
Category
of
Directorshi
p
No. of Board
Meetings
attended
Attendanc
e at last
AGM
(30/09/201
5)
No. of
Directorshi
ps held in
other Public
No. Of Committee
positions held in
other Public
companies*
Chairma
n
Memb
er
J. K. Promoter 9 Y 9 2 1
Singh
D. K.
Singh
Promoter 9 Y 8 - 3
Rita
Singh
Promoter 7 Y 6 - 3
*None of the Directors of the Company is a member of more than 10 Committees or
chairman of more than 5 Committees across all companies in which he/she is a Director.
Note: Director Mr. J.K. Singh, Mr. D.K. Singh and Mrs. Rita Singh are related inter se.
Guidelines regarding appointment of Directors
The Board has formulated the Nomination & Remuneration policy for Directors, Key
Managerial Personnel (KMPs) and other employees in terms of the provisions of the
Companies Act, 2013 and as per Regulation 19 of the SEBI (LODR) Regulation 2015. The
said policy outlined the appointment criteria and qualification, the terms/ tenure of Directors
on the Board of the Company and the matters related to remuneration of Directors.
The Board has constituted three Committees, viz. the Audit Committee, Nomination &
Remuneration Committee, and Stakeholders Relationship Committee as required under the
Companies Act, 2013 and Listing Agreement. The Board Committees are being chaired by
the Non-Executive Directors.
COMMITTEES OF BOARD OF DIRECTORS
Mideast (India) Ltd has Three Board level Committees as on 31stMarch, 2016:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
The Board is responsible for constituting, assigning, co-opting and fixing the terms of
reference for members of various Committees. Details on the role and composition of these
Committees, including the number of meetings held during the financial year and the related
attendance, are provided below.
Audit Committee
The Company had constituted an Audit Committee, which monitors and provides re-
assurance to the Board on the existence of an effective internal control environment by
supervising the financial reporting process, timely and proper disclosures and transparency,
integrity and quality of financial reporting. The term of reference of the Audit Committee are
in consonance with that required by Companies Act, 2013 and Regulation 18 of the SEBI
(LODR) Regulation 2015 which includes as under:-
(a) Oversight of financial reporting process and disclosure of its financial information to
ensure the correctness, sufficiency and credibility of financial statements;
(b) Recommending to the Board the appointment/ re-appointment (including their terms)/
replacement/ removal of the Statutory Auditors and fixing of their fees;
(c) Approval of payment to statutory auditors for any other services rendered by them;
(d) Reviewing with the management, the annual financial statements and auditors’ report
thereon before submission to the Board for approval;
(e) Approval of Internal financial controls and Risk management systems;
(f) Such other functions as may be prescribed by the Companies Act, 2013, SEBI
(LODR) Regulation 2015 or any other law or as may be delegated by the Board to be
performed by the Committee.
Four Audit Committee Meetings were held during the year on 14th May, 2015, 14th August,
2015, 14th November, 2015 and 13th February, 2016.
Composition:
The Composition of the Audit Committee comprises and the meetings attended by the
directors as given below:
Name of the member Category No. of Meetings
attended
D. K. Singh Chairman 4
J. K. Singh Member 4
Rita Singh Member 4
Nomination & Remuneration Committee
The Nomination and Remuneration committee’s terms of reference includes as under:
(a) To determine Remuneration Policy of the Company;
(b) To recommend to the Board the remuneration, whether by way of salary, perquisites,
commission, sitting fees or in combination thereof or otherwise, payable to Managing
Director(s), Whole Time Director(s) and other Director(s), their relatives engaged in
the employment of the Company;
(c) To frame policies and compensation including salaries, incentives, bonuses,
promotion, benefits, etc. For executives of the Company;
(d) Such other functions as may be prescribed by the Companies Act, 2013, Listing
Agreement with Stock Exchanges or any other law or as may be delegated by the
Board to be performed by the Committee.
Three Committee Meetings were held during the year on 26th May, 2015, 14th November,
2015 and 21st March, 2016
Composition:
The Composition of the Committee comprises and the meetings attended by the
directors as given below:
Name of the member Category No. of Meetings
attended
D. K. Singh Chairman 2
J. K. Singh Member 2
Rita Singh Member 1
Stakeholders Relationship Committee Pursuant to provisions of Section 178(5) of the Companies Act, 2013 and Listing Agreement,
Stakeholders Relationship Committee of the Board was constituted replacing the
‘Shareholders/Investors grievance Committee. The Stakeholders Relationship Committee
comprises of Three non-executive Director. Mr. J.K. Singh, Non-executive Director of the
Company acts as the Chairman of the Committee.
The Committee is entrusted with the responsibility of addressing the shareholders’ and
investors’ complaints with respect to transfer of shares, non-receipt of annual report, nor-
receipt of declared dividend etc. and ensuring an expeditious share transfer process in line
with the proceedings of the Share Transfer Committee. The Committee also evaluates
performance and service standard of the Registrar and Share Transfer Agent of the Company
and also provides continuous guidance to improve the service levels for the investors.
Three meeting of Stakeholders Relationship were held during the Year on 14th May, 2015,
14th August, 2015 and 13th February, 2016
Complaints received during the FY’2015-16
Particulars Status
Complaints outstanding as on 1st April, 2015 Nil
Complaints received during the year ended 31st March, 2016 4
Complaints resolved during the year ended 31st March, 2016 4
Complaints Outstanding as on 31st March, 2015 Nil
General Body Meetings
The details of the Annual General Meetings held in the last three years are given below:
Annual
General
Meeting
Day Date Time Venue
37th AGM Saturday 29/06/2013 9:30 AM D-3A Ansal Villa, Satbari, New Delhi-
110030
38th AGM Monday 30/06/2014 12:00 PM H-1 Zamrudpur Community Centre
Kailash Colony, New Delhi – 110048
39th AGM Monday 30/09/2015 11.30 AM H-1 Zamrudpur Community Centre
Kailash Colony, New Delhi – 110048
Disclosures
(a) The Company has complied with the requirements of the regulatory authorities on capital
markets and no penalties have been imposed or strictures have been passed against the
Company during the last three years.
(b) There are no materially significant transactions with the related parties, i.e. promoters,
Directors or Management, their subsidiaries or their relatives, conflicting with the
Company’s interest.
General Shareholder Information
Annual General Meeting Day, Date, Time, Venue Thursday; 29th September, 2016 at11.30 A. M.,
The Claremont, Aaya Nagar, Mehrauli Gurgaon Road, New Delhi-110030
Dividend Payment Date: Not Applicable as Board has not proposed any dividend
Listing on Stock Exchange: The shares of the company are presently listed at Bombay,
Ahemdabad and Kolkata.
Market Price: No Market Price is available as the trading of the company is suspended
Shareholding Pattern as on March 31, 2016:
Shareholder Category Shares (Nos.) Holding
(%)
Promoters/ Directors/ Relatives of
Directors
36356673 72.42
Body Corporate (excluding
promoters)
6243214 12.44
Resident Individuals 74,60,261 14.85
Non-Resident Indians 5,800 0.01
Bank and Financial Institutions 99,200 0.20
Mutual Funds 40,250 0.08
TOTAL 5,02,05,398 100
Distribution Of Shareholding As on 31st March, 2016
No. of Equity
Shares held
No. of Equity
Shareholders
% of
Equity
Shareholde
rs
Total No.
of Equity
Shares
held
% of
Equity
Shareholdi
ng
Upto 500 19918 94.48 3239951 6.45
501 – 1000 799 3.79 589342 1.17 1001 – 2000 197 0.93 286079 0.57 2001 - 3000 59 0.28 145400 0.29 3001 – 4000 31 0.15 111630 0.22 4001 – 5000 14 0.07 62700 0.12
5001 – 10000 14 0.07 108840 0.22 10001 and above 50 0.24 45661458 9.95
TOTAL 21082 100 5,02,05,398 100
Dematerialization of Shares and Liquidity
The Company has not got the electronic connectivity with NSDL and CDSL. Company is
intending to apply for ISIN number with NSDL
Registrar & Share Transfer Agent:
Skyline Financial Services Private Limited D-153 A, 1st Floor, Okhla Industrial Area,
Phase-I, New Delhi - 110020. Tel.: +91 11 26812682-83, 647326181-88 Fax:
+91 11 26812682 Email: [email protected]
Website: www.skylinerta.com
Investor Correspondence: D-12, Neb Sarai, Freedom Fighters Enclave New Delhi-110068
Certificate by Chief Financial Officer (CFO)
Pursuant to the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We hereby certify that Financial Results for the financial year ended on 31st March, 2016, on the
basis of the review of the financial statements and to the best of our knowledge and belief:
These statements do not contain any materially untrue statements or omit to state a
material fact or contain statement that might be misleading.
These statements together present a true and fair view of the Company’s affairs and are in
compliance with accounting standards, applicable laws and regulations.
To the best of our knowledge and belief, no transactions entered into by the Company
during the above said period are fraudulent, illegal or violate of the Company’s Code of
Conduct.
I accept responsibility for establishing and maintaining internal controls for financial
reporting. We have evaluated the effectiveness of the internal control systems of the
Company.
I further certify that:-
a) There have been no significant changes in internal control over financial reporting during the period.
b) There have been no significant changes in accounting policies during the period.
c) There have been no instances of significant fraud of which we have become aware and the involvement
therein, of management or an employee having a significant role in the Company’s internal control system over financial reporting.
For and on behalf of the Board
(Jitendra Kumar Singh) (Ajit Kumar Jha)
Date: 12.08.2016 Director CFO Place: New Delhi DIN: 00090649 PAN: AGPPJ5410J
CORPORATE GOVERNANCE CERTIFICATE
TO THE MEMBERS OF
Mideast (India) Limited
1. We have reviewed the compliance of conditions of Corporate Governance by Mideast (India)
Limited, during the year 2015-16, as stipulated in chapter IV of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing
Agreement of the said Company with stock exchange(s) with the relevant records and documents
maintained by the Company, furnished to us for our review and the report on Corporate Governance
as approved by the Board of Directors.
2. The compliance of conditions of Corporate Governance is the responsibility of the management.
Our review was limited to procedures and implementation thereof adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the company.
3. In our opinion and to the best of our information and according to the explanations given to us,
we certify that the company has complied with the conditions of corporate Governance as stipulated
in the above-mentioned Listing Agreement.
4. We state that no investor grievances are pending for a period exceeding one month against the
company as per the records maintained by the company.
5. We further state that such compliance is neither assurance as to the future viability of the
company nor the efficiency or effectiveness with which the management has conducted the affairs
of the company.
For M/s Sangram Paul & Co.
Firm Registration No. 308001E
Chartered Accountants
(S.K. Paul)
Proprietor
M.No.: 013015
Place: New Delhi
Dated: 12.08.2016
ANNEXURE-III Form No. MGT-9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIALYEARENDED ON 31/03/2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHERDETAILS:
i. CIN L63090DL1977PLC008684
ii. Registration Date 28/07/1977
iii. Name of the Company MIDEAST (INDIA) Limited
iv. Category/Sub-Category of the Company Public/ Limited by Shares
v. Address of the Registered office and contact
details
D-12, Neb Sarai, Freedom Fighters Enclave, New
Delhi-110068
vi. Whether listed company Yes
vii. Name, Address and Contact details of
Registrar and Transfer Agent, if any
Skyline Financial Services Private Limited
Registered office: D-153A, First Floor, Okhla
Industrial Area, Phase-I, New Delhi – 110020
Phone No. – 011-26812682-83
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sr.
No.
Name and Description of main
products/ services
NIC Code of
the Product/
service
% to total turnover of the
company
1 No Business done by the Company during the year under review
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr.
No.
Name And Address Of The
Company CIN/GLN Holding/
Subsidiary
/Associate
%of
shares
held
Applicable
Section
1. Mideast Integrated Steels Ltd. L74899DL1992PLC050216 Associate 23.61% 2(6)
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
Category of
Shareholders
No. of Shares held at the beginning
of the year
No. of Shares held at the end of the
year
%
Chang
e
during
The
year
Dema
t
Physical Total %of
Total
Shares
Dema
t
Physical Total % of
Total
Shar
es
A. Promoter
1) Indian a) Individual/ HUF 14,2,15,668 14,2,15,668 28.32 14,2,15,668 14,2,15,668 28.32 NIL
b) Central Govt
c) State Govt(s)
d) Bodies Corp 2,21,41,005 2,21,41,005 44.10 2,21,41,005 2,21,41,005 44.10 NIL
e) Banks / FI
f) Any Other
Sub-total(A)(1):- 3,63,56,673 3,63,56,673 72.42 3,63,56,673 3,63,56,673 72.42 NIL
2) Foreign
g) NRIs-
Individuals
h) Other-
Individuals
i) Bodies Corp.
j) Banks / FI
k) Any Other….
Sub-total(A)(2):-
B. Public
Shareholding
1. Institutions
a) Mutual Funds 40,250 40,250 0.08 40,250 40,250 0.08 NIL
b) Banks / FI 99,200 99,200 0.20 99,200 99,200 0.20 NIL
c) Central Govt.
d) State Govt.(s)
e) Venture Capital
Funds
f) Insurance
Companies
g) FIIs
h) Foreign Venture
Capital Funds
i) Others (specify)
Sub-total(B)(1) 1,39,450 1,39,450 0.28 1,39,450 1,39,450 0.28 NIL
2. Non
Institutions
a) Bodies Corp.
(i) Indian
(ii) Overseas
62,43,214 62,43,214 12.44 62,43,214 62,43,214 12.44 NIL
b) Individuals (i) Individual
shareholders
holding nominal
share capital upto
Rs. 1 lakh
(ii) Individual
shareholders
holding nominal
share capital in
excess of Rs 1 lakh
45,19,270
29,35,991
45,19,270
29,35,991
9.00
5.85
45,19,270
29,35,991
45,19,270
29,35,991
9.00
5.85
NIL
NIL
c) Others (5800 of
NRI and 5,000
of HUF)
10,800 10,800 0.002 10,800 10,800 0.002
Sub-total(B)(2) 1,37,09,275 1,37,09,275 27.31 1,37,09,275 1,37,09,275 27.31
Total Public
Shareholding
(B)=(B)(1)+ (B)(2)
1,38,48,725
1,38,48,725
27.58
1,38,48,7275
1,38,48,725
27.58
C. Shares held
by Custodian
0
0
0
0
0
0
for GDRs &
ADRs
Grand Total
(A+B+C)
5,02,05,398 5,02,05,398 100 5,02,05,398 5,02,05,398 100
ii. Shareholding of Promoters
Sr.
No Shareholder’s Name
Shareholding at the beginning
of the year Shareholding at the end of the year
No. of
Shares
% of total
Shares of
the company
%of Shares
Pledged/
encumbered to total
shares
No. of
Shares
% of total
Shares of
the company
%of Shares
Pledged/encumber
ed to total shares
% change
in share
holding during the
year
1. J. K. Singh 2220850 4.42 - 2220850 4.42 - -
2. Chitra Singh 3630 0.01 - 3630 0.01 - -
3. Dushyant Kumar
Singh
69480 0.14 - 69480 0.14 - -
4. D K Singh (HUF) 100350 0.20 - 100350 0.20 - -
5. J K Singh (HUF) 5685450 11.32 - 5685450 11.32 - -
6. Rita Singh 2614158 5.21 - 2614158 5.21 - -
7. Ashoka Kumari 246600 0.49 - 246600 0.49 - -
8. Natasha Singh 2782400 5.54 - 2782400 5.54 - -
9. Shipra Singh 492750 0.98 - 492750 0.98 - -
10. Twenty First
Century Finance Ltd
22680665 45.18 - 45.18 - - -
Total 36896333 73.49 - 36896333 73.49 - -
iii.Change in Promoters’ Shareholding (please specify, if there is no change)
Sr.
no
Shareholding at the beginning of
the year
Cumulative Shareholding during
the year
No. of shares % of total shares
of the company
No. of shares % of total shares
of the company
At the beginning of the year
Date wise Increase / Decrease in
Promoters Share holding during the
year specifying the reasons for
increase/ decrease (e.g. allotment /
transfer / bonus/ sweat equity etc):
NO CHANGE IN SHAREHOLDING
At the End of the year
iii. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and
ADRs):
S.
no
Shareholding at the beginning of
the year
Cumulative Shareholding during
the year
For Each of the Top 10
Shareholders
No. of shares % of total shares
of the company
No. of shares % of total shares
of the company
At the beginning of the year
Date wise Increase / Decrease in Promoters Share holding during the
year specifying the reasons for
increase/ decrease (e.g. allotment /
AS PER ANNEXURE ‘A’ ATTACHED
transfer / bonus/ sweat equity etc):
At the End of the year (or on the
date of separation, if separated
during the year)
iv. Shareholding Directors and Key Managerial Personnel:
S.
no
Shareholding at the beginning of
the year
Cumulative Shareholding during
the year
For Each of the Director and KMP No. of shares % of total shares No. of shares % of total shares
At the beginning of the year
Date wise Increase / Decrease in
Promoters Share holding during the
year specifying the reasons for
increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
AS PER ANNEXURE ‘A’ ATTACHED
At the End of the year (or on the
date of separation, if separated
during the year)
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
excluding deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of
the financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
NIL
769,211,726
NIL
769,211,726
Total(i+ii+iii) NIL 769,211,726 NIL 769,211,726
Change in Indebtedness during
the financial year
- Addition
- Reduction
NIL
(220,541,637)
NIL
(220,541,637)
Net Change (220,541,637) NIL (220,541,637)
Indebtedness at the end of the
financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
NIl
585,256,837
NIL
548,670,087
Total (i+ii+iii) NIL 548,670,087 NIL 548,670,087
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager
Sl. No. Particulars of Remuneration Name of MD/WTD/
Manager
Total
Amount
1. Gross salary
(a) Salary as per provisions contained in
Section17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)Income-tax
Act,1961
(c) Profits in lieu of salary under section17(3)
Income- taxAct,1961
NIL NIL NIL NIL NIL
2. Stock Option NIL NIL NIL NIL NIL
3. Sweat Equity NIL NIL NIL NIL NIL
4. Commission
- as % of profit
- others, specify…
NIL NIL NIL NIL NIL
5. Others, please specify NIL NIL NIL NIL NIL
6. Total(A) NIL NIL NIL NIL NIL
Ceiling as per the Act NIL NIL NIL NIL NIL
B. Remuneration to other directors:
Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Independent Directors
·Fee for attending board committee meetings
·Commission
·Others, please specify
NIL NIL NIL NIL NIL
Total(1) NIL NIL NIL NIL NIL
Other Non-Executive Directors
·Fee for attending board committee meetings
·Commission
·Others, please specify
NIL NIL NIL NIL NIL
Total (2) NIL NIL NIL NIL NIL
Tota l (B) = (1+2) NIL NIL NIL NIL NIL
Total Managerial Remuneration NIL NIL NIL NIL NIL
Overall Ceiling as per the Act NIL NIL NIL NIL NIL
C. Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD
S. no. Particulars of Remuneration Key Managerial Personnel
CEO Company Secretary CFO Total
1. Gross salary
(a)Salary as per provisions contained
in section17(1) of the Income-tax
Act,1961
(b)Value of perquisites u/s 17(2)
Income-tax Act, 1961
(c)Profits in lieu of salary under
section 17(3)Income-tax Act,1961
NIL NIL NIL NIL
2. Stock Option NIL NIL NIL NIL
3. Sweat Equity NIL NIL NIL NIL
4. Commission
- as % of profit
-others specify…
NIL NIL NIL NIL
5. Others please specify NIL NIL NIL NIL
6. Total NIL NIL NIL NIL
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
Type Section of the
Companies
Act
Brief description Details of Penalty/
Punishment/Compo
unding fees imposed
Authority [RD
/NCLT/Court]
Appeal
made. If any
(give details)
A. Company & Directors
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
B. Other Officers In Default
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA
ANNEXURE IV
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED
31ST MARCH, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Mideast India Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Mideast India Limited (CIN
L63090DL1977PLC008684) (hereinafter called the “Company”). Secretarial Audit was conducted
in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed
and other records maintained by the company and also the information provided by the Company,
its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby
report that in my opinion, the company has, during the audit period covering the financial year
ended on 31st March, 2016(“Audit Period”) complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and Compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31st March, 2016 according to the
provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment, Overseas Direct Investment and External
Commercial Borrowings.
v. The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992.
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999.
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008.
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 and
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.
vi. Other laws applicable to the company as per the representations made by the company.
I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards SS-1 and SS-2 issued by The Institute of Company Secretaries of
India
ii. SEBI (Listing Obligations and Disclosure Regulations), 2015.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:
i. The company did not provided the e-voting facility to its shareholders in the General
Meeting held by the company during the Audit Period as required under Section 108 of the
Companies Act, 2013 read with rule 20 of the Companies (Management and
Administration) Rules, 2014.
ii. The Company has not appointed CEO/MD/WTD and CS in compliance to Section 203 of
Companies Act and Independent Director(s) in the Board. Consequently, the composition of
the Board and the committees is not fulfilling the provisions of Companies Act 2013 and
rules made thereunder and SEBI (LODR) Regulations, 2015.
iii. Company is suspended on Bombay Stock Exchange
I further report that
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
Sd/-
Robinderpal Singh Batth
Practicing Company Secretary
CP No. 3836
Date :- 12th August, 2016
Place :- Odisha
ANNEXURE V
Mideast (India) Limited 2015-16
Form AOC‐1
(Pursuant to first proviso to sub‐section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,
2014)
Statement containing salient features of the financial statement of subsidiaries/associate
companies/joint ventures
Part “A”: Subsidiaries Amount in (Rs.)
Sl. No Particulars Details
1. Name of the subsidiary
Nil
2. Reporting period for the
subsidiary
concerned, if different from the
holding company’s reporting
period 3. Reporting currency and Exchange
rate as on the last date of the
relevant Financial year in the case
of foreign subsidiaries 4. Share capital
5. Reserves & surplus 6. Total assets
7. Total Liabilities 8. Investments 9. Turnover
10. Profit before taxation 11. Provision for taxation
12. Profit after taxation 13. Proposed Dividend
14. % of shareholding
Notes:
1. Names of subsidiaries which are yet to commence operations : NA
2. Names of subsidiaries which have been liquidated or sold during the year : NA
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of associates/Joint Ventures
Mideast Integrated Steels Limited
(Rs.)
Latest audited Balance Sheet Date 31st March 2016
No. of Shares of Associate/Joint Ventures held by the
company on the year end
3,25,49,940
Amount of Investment in Associates/Joint 65,08,98,000
Extend of Holding% 23.61
Description of how there is significant
Influence
Note – A
Reason why the associate/joint venture is not
Consolidated
Net worth attributable to shareholding as per
latest audited Balance Sheet (in millions)
1478.52
Profit/Loss for the year
i. Considered in Consolidation 0
ii. Not Considered in Consolidation (in millions)
Note:
A. There is significant influence due to percentage (%) of Share Capital.
For Sangram Paul & Co For and on behalf of the Board
Chartered Accountants
(S.K. Paul) (Rita Singh) (J.K. Singh)
Proprietor Director Director
DIN : 00082263 DIN : 00090649
Place: New Delhi (Ajit Kumar Jha)
Date: 12.08.2016 CFO
Independent Auditor’s Report
To the Members of M/s MIDEAST (INDIA) LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of M/s MIDEAST (INDIA) LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016,the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other
explanatory information.
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters
which are required to be included in the audit report under the provisions of the Act and the Rules made
there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the
Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation
of the financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well
as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Act in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of
the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give in the ‘Annexure A’, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the
company so far as appears from our examination of those books of accounts;
(c) There is no branch office of the company;
(d) The Balance sheet, the Profit and loss statement and Cash Flow Statement dealt with this report
are in agreement with the books of account;
(e) In our opinion, the aforesaid financial statements comply with the accounting standards specified
under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(f) In our opinion, there are no adverse observations and comments on the financial transactions or
matters which have any adverse effect on the functioning of the company;
(g) On the basis of the written representations received from the directors as on 31st March, 2016,
taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,
2016, from being appointed as a director in terms of sub-section (2) of section 164;
(h) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”;
(i) In our opinion, there are no qualifications, reservation or adverse remark relating to the
maintenance of accounts and other matters connected therewith;
(j) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit & Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact, if any, of pending litigations as at 31st March, 2016 on its financial position in its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts.
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
For Sangram Paul and Company
Chartered Accountants
FRN: 308001E
S.K Paul
( Proprietor)
Membership No. 013015
Place: New Delhi
Date: 12.08.2016
Annexure ‘A’
The Annexure referred to in paragraph 1 of Our Report on “Other Legal and Regulatory
Requirements”.
We report that:
(i) (a) The company has maintained proper records showing full particulars, including quantitative
details and situation of fixed assets;
(b) These fixed assets have been physically verified by the management at reasonable intervals; and
no material discrepancies were noticed on such verification.
c) The title deeds of immovable properties are held in the name of the company.
(ii) The Company does not have any inventory, consequently clause (ii) of paragraph 3 of the Order is
not applicable to the Company.
(iii) The Company has not granted any secured or unsecured loans, to companies, firms, Limited
Liability Partnerships or other parties covered in the register maintained under section 189 of the
Companies Act, 2013. Consequently clause (iii) of paragraph 3 of the Order is not applicable.
(iv) In respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the
companies Act, 2013 have been complied with.
(v) The company has not accepted any deposits, consequently clause (v) of paragraph 3 of the Order is
not applicable.
(vi) The company is not required to maintain cost records under sub-section (1) of section 148 of the
Companies Act;
(vii) (a)The company is regular in depositing undisputed statutory dues including provident fund,
employees’ state insurance, income tax, sales- tax, services tax, duty of customs, duty of excise,
value added tax, cess and any other statutory dues to the appropriate authorities and there are no
arrears of outstanding statutory dues as on 31st of March, 2016 for a period of more than six months
from the date they became payable;
(b) According to the information and explanation given to us, and as per books of records examined
by us, Rs. 23.71 crores (P.Y. 23.71 crores) dues of income tax, have not been deposited on account
of dispute, the matter is pending before the appellate authorities.
(viii) The company has no dues to a financial institution or bank or Government or debenture holders.
Hence Lender wise details of banks and financial institutions are not necessary consequently clause
(viii) of paragraph 3 of the Order is not applicable.
(ix) The company has not raised money either from public offer or from further public offer or from any
term loan during the year; hence, clause (ix) of Para 3 of the Order is not applicable to the Company.
(x) No fraud by the company or any fraud on the company by its officers or employees has been noticed
or reported during the year
(xi) The company has not paid any managerial remuneration during the year. Hence the provisions of
clause (xi) of the order are not applicable to the company.
(xii) The provisions of clause (xii) of the para 3 of the Order are not applicable to the company as the
company is not a Nidhi Company.
(xiii) All transactions with the related parties are in compliance with sections 177 and 188 of Companies
Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as
required by the applicable accounting standards; Refer Note No19
(xiv) The Company has not made any preferential allotment/ private placement of shares or fully or partly
paid convertible debentures during the year under review. Consequently Clause xiv of Para 3 of
order is not applicable.
(xv) The Company has not entered into any non-cash transactions with the directors or persons connected
with the director. Hence Section 192 of the Companies Act, 2013 is not applicable to the Company.
Consequently clause (xv) of the Order is not applicable.
(xvi) The company is not required to be registered under section 45-1A of the Reserve Bank of India Act,
1934 and consequently clause (xvi) of Para 3 of Companies(Auditor’s Report) Order is not
applicable.
For Sangram Paul and Company
Chartered Accountants
FRN: 308001E
S.K Paul
( Proprietor)
Membership No. 013015
Place: New Delhi
Date: 12.08.2016
Annexure ‘B’ Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of M/s MIDEAST (INDIA)
LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of
the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,
issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls
and, both issued by the Institute of Chartered Accountants of India. Those Standards and the GuidanceNote
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company's internal
financial control over financial reporting includes those policies and procedures that
1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of management
and directors of the company; and
3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls
over financial reporting to future periods are subject to the risk that the internal financial control over
financial reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as
at March 31, 2016, based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Sangram Paul and Company
Chartered Accountants
FRN: 308001E
S.K Paul
(Proprietor)
Membership No. 013015
Place: New Delhi
Date: 12.08.2016
As at 31st March,2016
As at 31st March,2015
Amount (Rs.) Amount (Rs.)I. Equity and Liabilities
Shareholders' funds(a) Share Capital 2 502,053,980 502,053,980(b) Reserves and surplus 3 (421,702,849) (2,304,629,612)Non-current liabilities(a) Long- term borrowings 4 548,670,089 769,211,726(b) Deferred Tax Liabilities (Net) - -Current liabilities 5(a) Short-term borrowings - -(b) Trade Payables 200,000 126,926,000(c) Other current liabilities 108,181,939 1,863,298,976(d) Short term provisions 821,434 766,250Total 738,224,593 957,627,320
II. AssetsNon-current assets(a) Fixed assets
(i) Tangible assets 6 3,351,000 3,351,000(ii) Intangible assets(iii) Capital work-in-progress 26,008,191 26,008,191
(b) Non-current Investments 7 650,898,000 650,898,000(c) Long Term Loans & Advances 8 - 222,910,790Current Assets 9(a) Current investments - -(b) Inventories - -(c) Trade receivables - -(d) Cash and cash equivalents 54,860,547 53,088,636(e) Short-term loans and advances 950,000 950,000(f) Other current assets 2,156,855 420,703Total 738,224,593 957,627,320Notes forming part of financialstatements 1-28
(S.K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN : 00082263 DIN : 00090649
(Ajit Kumar Jha)CFO
MIDEAST (INDIA) LIMITEDBALANCE SHEET as at 31st March, 2016
As per our Audit Report of even dateattached heretoFor Sangram Paul & CompanyChartered Accountants
For and on behalf of the board
Note no.
Place: New DelhiDated: 12.08.2016
Particulars
For the yearended on 31stMarch, 2016
15 Month endedon 31st March,
2015Amount (Rs.) Amount (Rs.)
I. Revenue from operations - -II. Other income 10 4,950,117 28,493,861III. Total Revenue (I+II) 4,950,117 28,493,861IV. Expenses:
Cost of materials consumed - -Employee benefits expense 11 801,000 2,070,161Finance costs 12 30,792 5,734Depriciation and amortisation expenses 6 - -Other expenses 13 429,800 475,562Total Expenses 1,261,592 2,551,458
V. Profit before exceptional and extraordinary items(III-IV) 3,688,525 25,942,403
VI. Exceptional items 14 (1,880,504,685) -VII. Profit before extraordinary items and tax (V-VI) 1,884,193,210 25,942,403VIII. Extraordinary items - -IX. Profit before tax (VII-VIII) 1,884,193,210 25,942,403
Tax expenses: Current tax 1,266,446 1,335,900 Deferred Tax - -
XI. Profit/ (Loss) for the period (XI+XIV) 1,882,926,764 24,606,503
XII.Earnings per Equity share:Basic and Diluted 21 37.47 0.49
Notes forming part of financial statements 1-28
As per our Audit Report of even date attached heretoFor Sangram Paul & CompanyChartered Accountants
(S.K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN : 00082263 DIN : 00090649
Place: New Delhi (Ajit Kumar Jha)Dated: 12.08.2016 CFO
MIDEAST (INDIA) LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31.03.2016
For and on behalf of the board
S.No. Particulars Note no.
X.
31.03.2016 31.03.2015I. CASH FLOW FROM OPERATION ACTIVITIESProfit Before Tax 1,884,193,210 25,942,403Adjustment for:Provisions written back (1,880,504,685)Dividend Received - (24,412,455)Interest Received (4,450,117) (4,081,406)Depreciation - -Operating Profit Before Working Capital Changes (761,592) (2,551,458)Adjustment for: - -Short Term Loans & Advances - -Other Current Assets (1,736,152) (534,249)Trade Payable (1,283,168) (92,829,208)Other Current Liabilities & Provisions (95,245,486)Cash Generated from Operations (3,780,913) (191,160,401)Direct Taxes Paid 1,266,446 1,335,900Net Cash Flow from Operating activities (5,047,359) (192,496,301)
II. CASH FLOW FROM INVESTING ACTIVITIESDividend Received - 24,412,455Interest Recvied 4,450,117 4,081,406Fixed Assets adjustment - 125,913,989Proceeds from Advances 222,910,790Net Cash from Investing Activities 227,360,907 154,407,850
III. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans - 65,731,238Repayment of Unsecured Loans (220,541,637)Unsecured loan waived off - -Net Cash from Financing Activities (220,541,637) 65,731,238
IV. NET INCREASE/ (DECREASE) IN CASH AND CASHEQUIVALENTS (I+II+III) 1,771,911 27,642,787Cash and Cash Equivalent as at 01.01.2013 53,088,636 25,445,849Cash and Cash Equivalent as at 31.03.2015 54,860,547 53,088,636
As per our Audit Report of even date attached heretoFor Sangram Paul & CompanyChartered Accountants
(S.K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN : 00082263 DIN : 00090649
Place: New Delhi (Ajit Kumar Jha)CFODated: 12.08.2016
For and on behalf of the board
Amount (Rs.)
MIDEAST (INDIA) LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2016
Amount Rs.PARTICULARS 31.03.16 31.03.152 : SHARE CAPITAL
AUTHORISED CAPITAL
10,00,00,000 (10,00,00,000) Equity sahre of Rs. 10 each 1,000,000,000 1,000,000,000
ISSUED, SUBSCRIBED & PAID UP CAPITAL
5,02,55,398 (5,02,55,398) Equity Share of Rs. 10/- each Fully Paid-up 502,553,980 502,553,980
Less : Calls in arrears 500,000 500,000502,053,980 502,053,980
A) Reconciliation of number of shares
No. of shares Amount in Rs. No. of shares Amount in Rs.
Equity Shares
Opening Balance 50,255,398 502,553,980 50,255,398 502,553,980
Changes during the year - - - -
Closing Balance 50,255,398 502,553,980 50,255,398 502,553,980
B) Rights, preferences and restrictions attached to shares
Equity Shares
C) Shareholders holding more than 5% of the ordinary shares in the company
No. of shares % No. of shares %
Equity Shares:
Twenty First Century Finance Ltd. 22,141,005 44.06 22,141,005 44.06
J.K. Singh (HUF) 5,685,450 11.31 5,685,450 11.31
Bennet Coleman & Co. Ltd. 5,008,264 9.97 5,008,264 9.97
Rita Singh 2,614,158 5.20 2,614,158 5.20
Natasha Singh 2,782,400 5.54 2,782,400 5.54
3 : RESERVES & SURPLUS
Capital ReserveOpening Balance 308,967,657 308,967,657
Add: During the year - -
Closing Balance 308,967,657 308,967,657
Securities PremiumOpening Balance 1,111,667,000 1,111,667,000
Add: During the year - -
Closing Balance 1,111,667,000 1,111,667,000
NEPZ SubsidyOpening Balance 1,000,000 1,000,000
Add: During the year - -
Closing Balance 1,000,000 1,000,000
General ReserveOpening Balance 43,623,015 43,623,015
Add: During the year - -
Closing Balance 43,623,015 43,623,015
SurplusOpening Balance (3,769,887,285) (3,794,493,787)
Add: Profit during the year 1,882,926,764 24,606,503
Closing Balance (1,886,960,521) (3,769,887,284)
(421,702,849) (2,304,629,612)
As at 31.03.2016 As at 31.03.2015
The Company has one class of equity shares having a par value of Rs. 10 each, rank pari passu in all respects including voting rights and entitlement to dividend.
As at 31st March, 2016 As at 31st March, 2015
4 : LONG TERM BORROWINGS
Unsecured Loan
Loans (Refer Related Party Note No. 19) 548,670,089 769,211,726548,670,089 769,211,726
5 : CURRENT LIABILITIES
5(a) Short Term Borrowings - -- -
5(b) Trade Payables 200,000 126,926,000200,000 126,926,000
5(c) Othe Current Liabilities
Other Liabilities 108,181,939 1,050,380,567
Expenses payable - 812,918,409108,181,939 1,863,298,976
5(d) Short Term Provisions
Provision for Income Tax (Net) 821,434 766,250821,434 766,250
7: NON CURRENT INVESTMENT
(VALUED AT COST)
Quoted, Trade Investments
Associate
M/s Mideast Integrated Steels Limited 650,898,000 650,898,000
3,25,49,940 Equity Share of Rs. 10/- each (M.V. not available)650,898,000 650,898,000
8 : Long Term Loans & Advances
Loans & Advances (Refer Related Party Note No. 19) - 222,910,790- 222,910,790
9 : CURRENT ASSETS
9(a) Current Investments
Current Investments - -- -
9(b) Inventories - -- -
9(c) Trade Receivables
Outstanding for more than Six Months - -
Others - -- -
9(d) Cash & Cash Equivalent
Cash in hand 12,905 3,905
Balance with Banks 247,642 32,677
Fixed Deposit (having maturity less than 12 months) 54,600,000 53,052,05454,860,547 53,088,636
9(e) Short Term Loan & Advances
Deposits 950,000 950,000950,000 950,000
9(f) Other Current Assets
Accured Interest 2,126,744 390,592
Tax Deducted at Source 30,111 30,1112,156,855 420,703
Mideast (India) Limited6 : FIXED ASSETS
PARTICULARS % As At Addition Sales/ Adjusitment As At As At During Transfer to Written back As At As At As At01.04.2015 31.03.2016 01.04.2015 the year Reserve 31.03.2016 31.03.2016 31.03.2015
Tangible AssetsLand 3,351,000 - 3,351,000 - - - 3,351,000 3,351,000Building 3.34% 30,664,000 - - 30,664,000 30,664,000 - - - 30,664,000 - -Plant & Machinery 4.75% 297,717,000 - - 297,717,000 297,717,000 - - - 297,717,000 - -Other Fixed Assets 4.75% 19,923,000 - - 19,923,000 19,923,000 - - 19,923,000 - -Total 351,655,000 - - 351,655,000 348,304,000 - - 348,304,000 3,351,000 3,351,000Previous Year 351,655,000 - - 351,655,000 310,443,151 - 37,860,849 - 348,304,000 3,351,000 41,211,848
-
Capital Work in Progress 121,008,191 - - 121,008,191 95,000,000 - - - 95,000,000 26,008,191 26,008,191Total 121,008,191 - - 121,008,191 95,000,000 - - 95,000,000 26,008,191 26,008,191Previous Year 114,061,332 6,946,859 - 121,008,191 - - 95,000,000 - 95,000,000 26,008,191 114,061,332
Grand Total 472,663,191 - - 472,663,191 443,304,000 - - 443,304,000 29,359,191 29,359,191
NET BLOCKDEPRECIATIONGROSS BLOCK
31.03.16 31.03.15Amount (Rs.) Amount (Rs.)
10 : Other IncomeBank Interest 4,450,117 4,081,406Dividend - 24,412,455Misc Income 500,000 -
4,950,117 28,493,861
11 : Employee Benefit ExpensesSalary, Wages & Bonus 801,000 2,070,161
801,000 2,070,161
12 : Finance CostBank & Other charges 30,792 5,734
30,792 5,734
13 : Other ExpensesAudit Fees 15,000 5,000Fee & Subscription 414,800 387,820Misc. Expenses - 82,742
429,800 475,562
14: Exceptional ItemsProvisions written back (1,880,504,685) -
(1,880,504,685) -
Mideast (India) Limited
Notes forming Part of Accounts for the year ended 31st March 2016
1) SIGNIFICANT ACCOUNTING POLICIES
a. System of Accounting:The financial statements have been prepared and presented under the historical cost conventionand in accordance to Generally Accepted Accounting Principles in India, including AccountingStandards notified under the relevant provisions of the Companies Act, 2013.
b. Use of EstimatesThe preparation of financial statements requires the management of the Company to makeestimates and assumptions that affect the reported balances of assets and liabilities anddisclosures relating to the contingent liabilities as at the date of the financial statements andreported amounts of income and expenses during the year. The management believes that theestimates made in the preparation of financial statements are prudent and reasonable. Actualresults could differ from those estimates. Any revision of accounting estimates is recognizedprospectively in current and future periods.
c. Revenue Recognition:Revenue from sale of goods is recognized when of all significant risk and rewards of ownershipare transferred to buyer, it can be reliably measured and it is reasonable to expect ultimatecollection. The amount recognized as sale excludes sales tax and trade and quantity discounts.
Interest income is recognised on a time proportion basis taking into account the amountoutstanding and the interest rate applicable.
Dividend income is recognised when the right to receive payment is established.
d. Property, Plant and Equipment and Depreciation:Tangible AssetsTangible assets are carried at cost of acquisition net of recoverable taxes and discounts lessaccumulated depreciation and impairment loss, if any. Cost is inclusive of all expenses directlyattributable to bring the assets to their working condition for intended use.Subsequent expenditures related to an item of Tangible Asset are added to its book value only ifthey increase the future benefits from the existing asset beyond its previously assessed standard ofperformance.
Intangible AssetsIntangible Assets are stated at cost of acquisition net of recoverable taxes less accumulatedamortisation/depletion and impairment loss, if any. Cost is inclusive of all expenses directlyattributable to bringing the asset to its working condition for the intended use and net charges onforeign exchange contracts and adjustments arising from exchange rate variations attributable tothe intangible assets.
Depreciation and AmortisationCompany is following Straight Line Method for calculation of depreciation. Depreciation on theassets has been provided on the basis of useful life of the assets as prescribed in Schedule II toCompanies Act, 2013 after retaining 5% residual value of Gross Block to the extent WrittenDown Value available.
e. Leases:Operating Leases: Rentals are expensed on a straight line basis with reference to the lease termsand other considerations.
Finance leases: The lower of the fair value of the assets and present value of the minimum leaserentals is capitalised as Fixed Assets with corresponding amount disclosed as lease liability. Theprincipal component in the lease rental is adjusted against the lease liability and the interestcomponent is charged to Profit and Loss Statement.
f. Investments:Current investments are carried at lower of cost and quoted/fair value, computed category-wise.Non Current investments are stated at cost. Provision for diminution in the value of Non Currentinvestments is made only if such a decline is other than temporary.
g. Inventories:Inventories are valued at lower of cost or estimated net realizable value. Cost of raw material isdetermined on first in first out (FIFO) basis.
h. Impairment:An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. Animpairment loss is charged to the Profit and Loss Statement in the year in which an asset isidentified as impaired. The impairment loss recognised in prior accounting period is reversed ifthere has been a change in the estimate of recoverable amount.
i. Foreign Currency Transactions:(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing
on the date of the transaction or that approximates the actual rate at the date of thetransaction.
(ii) At the Balance sheet date all monetary assets & liabilities denominated in foreign currencyare reported at the exchange rate prevailing at the Balance sheet date.
(iii) The difference between the exchange rate of the balance sheet date and transaction date isrecognized as income/expenses.
j. Retirement Benefits:Employee benefits are charged to Statement of Profit and loss as and when paid.
k. Borrowing CostsBorrowing costs that are directly attributable to the acquisition or construction of qualifyingassets are capitalized, till the date on which the asset is put to use, as part of the cost of that asset.A qualifying asset is one that necessarily takes substantial period of time to get ready for intendeduse. All other borrowing costs are charged to revenue.
l. Taxation:Current Tax: Provision of current income tax is recognized based on the estimated tax liabilitycomputed after taking credit for allowances and exemptions in accordance with the provisions ofthe Income Tax Act, 1961.Deferred Tax: Deferred Tax assets and liabilities are recognized for the future tax attributable totiming difference that result between the profit/loss offered for income taxes and the profit/loss asper the financial statements. Deferred tax assets and liabilities are measured using the tax ratesand the tax laws that have been enacted at the Balance sheet date. Deferred tax assets arerecognized only to the extent there is reasonable certainty that the assets can be realized in thefuture.
m. Contingent Liabilities:Contingent liabilities are disclosed separately in the Notes to Accounts. Provisions are made onall present obligations on which reliable estimates are possible and for which there is probabilityof outflow of cash.
15) Contingent Liabilities not provided for in respect of (Rs. In Lacs) :
Particulars 31.03.2016 31.03.2015a) Guarantee given to Bank on - -
behalf of the Companyb) Inter-corporate Guarantee given - -
by the company to FinancialInstitution and banks
c) Estimated amount\income tax 2371.00 2371.00Contested for appeals notProvided for
16) Deferred TaxNo Provision of deferred tax is made as there is no timing difference in terms of AccountingStandard-22 issued by the Institute of Chartered Accountants of India.
17) Breakup of Director’s Remuneration:(Rs.)
Particulars 31.03.2016 31.03.2015Remuneration to Directors Nil Nil
18) Balances outstanding in Trade Receivables, Loans & Advances and Trade Payables are subject totheir confirmation from respective parties.
19) Related Party transactions disclosure:
a. Related parties:Name RelationshipMr. J.K. Singh
Key Managerial Persons (KMP)Mr. D.K. SinghMrs. Rita SinghMr. Ajit Kumar JhaTwenty First Century Finance Ltd
Entities in which KMP can exercisesignificant influence
Mesco Aerospace Ltd.Mesco Logistics Ltd.Mesco Mining Ltd.Mesco Pharmaceuticals Ltd.Mesco Kalinga Steel Ltd.Mesco Steels Ltd.Mideast Integrated Steels Ltd. Associate Company
b. Details of transactions with related parties: (Rs.)Name 31.03.2016 31.03.2015 Nature Relationship
Twenty First CenturyFinance Ltd
(12,11,246) Nil Net Loantaken/(Repaid) Entities in which
KMP can exercisesignificantinfluence
Mesco Aerospace Ltd. (2,93,50,802) Nil Net Loantaken/(Repaid)
Mesco Logistics Ltd. (33,27,60,996) 9,41,58,330 Net Loantaken/(Repaid)
Mesco Kalinga Steel Ltd. (16,03,93,360) Nil Net Loan
given/(Repaid)Mesco Mining Ltd. (6,25,17,430) Nil Net Loan
given/(Repaid)Mesco Pharmaceuticals Ltd (76,07,577) Nil Net Loan
taken/(Repaid)Mesco Steels Ltd. 15,03,88,983 72,31,331 Net Loan
taken/(Repaid)
c. Balances Outstanding: (Rs.)Name 31.03.2016 31.12.2015 Nature Relationship
Twenty First CenturyFinance Ltd
Nil 12,11,246 Loan taken
Entities in whichKMP can exercise
significantinfluence
Mesco Aerospace Ltd. Nil 2,93,50,802 Loan takenMesco Logistics Ltd. Nil 33,27,60,996 Loan takenMesco Kalinga Steel Ltd. Nil 16,03,93,360 Loan givenMesco Mining Ltd. Nil 6,25,17,430 Loan givenMesco Pharmaceuticals Ltd Nil 76,07,577 Loan takenMesco Steels Ltd. 54,86,70,088 39,82,81,105 Loan taken
20) In the opinion of the board and to the best of the knowledge and belief, the value of realization inrespect of current assets, loans and advances in the ordinary course of business would not be lessthan the amount of which they are stated in the Balance sheet, the provision for all knowndetermined liabilities is adequate and is not in excess of amount reasonably required
21) Earnings per ShareThe computation of basic/diluted earnings per share is set out below:
(Rs.)31.03.2016 31.03.2015
Profit as per Statement of Profit & Loss 1,88,29,26,764 2,46,06,503Net Profit/(Loss) attributable to EquityShareholders – (A) 1,88,29,26,764 2,46,06,503Basic/Weighted average number of EquityShares outstanding during the year – (B) 5,02,55,398 5,02,55,398Nominal Value of Equity Share Rs. 10 each Rs. 10 eachBasic/Diluted Earnings per Share 37.47 0.49
22) Payment to Auditors:(Rs.)
31.03.2016 31.03.2015(a) Statutory Audit Fee 15,000 5,000
23) (Rs.)a. Expenditure in foreign currency:
Particulars 31.03.2016 31.03.2015Travelling Nil NilTechnical Know How Nil Nil
b. Earning in foreign currency (on accrual basis):Particulars 31.03.2016 31.03.2015FOB Value of Export Nil Nil
c. Value of Imports on CIF Basis:Particulars 31.03.2016 31.03.2015Purchase of Raw Material Nil NilCapital Goods Nil Nil
24) Employee’s BenefitGratuity and other employee benefits are provided on payment basis.
25) Segment reportingDuring the year there were no separate segments of the company.
26) Sundry Creditors (Due to Micro and Small Enterprises):The company has not received any intimation from suppliers regarding their status under theMicro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any,relating to amounts unpaid as at the end of the year together with the interest paid/payable asrequired under the Act have not been furnished.
27) The additional liability, if any, arising pursuant to assessment orders under various fiscal statutesshall be accounted for in the year of assessment.
28) Previous year figures have been regrouped / recast whenever considered necessary to make thesecomparable with those of the current year.
As per our Audit Report of even dateattached heretoFor Sangram Paul & Company For and on behalf of the boardChartered AccountantsFirm Registration no.: 308001E
(S. K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN: 00082263 DIN No: 00090649
Place: New Delhi (Ajit Kumar Jha)Dated: 12.08.2016 CFO
Independent Auditor’s Report
To the Members ofM/s MIDEAST (INDIA) LIMITED
Report on the Consolidated financial Statements
We have audited the accompanying consolidated financial statements of M/s MIDEAST (INDIA)LIMITED (“the Company”), which comprise the Consolidated Balance Sheet as at March 31, 2016,theConsolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year thenended, and a summary of the significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financialstatements that give a true and fair view of the consolidated financial position, consolidated financialperformance and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal consolidated financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the consolidated financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matterswhich are required to be included in the audit report under the provisions of the Act and the Rules madethere under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe Act. Those Standards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the consolidated financial statements are free from materialmisstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosuresin the consolidated financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the consolidated financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internalconsolidated financial control relevant to the Company’s preparation of the consolidated financialstatements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluatingthe overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, theaforesaid consolidated financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia:
a) In the case of the consolidated Balance Sheet, of the state of the affairs of the Company as at March31,2016:
b) In the case of the consolidated Statement of Profit and loss, of the profit for the year ended on thatdate: and
c) In the case of the consolidated Cash Flow Statement, of the cash flow for the year ended on thatdate.
For Sangram Paul and CompanyChartered AccountantsFRN: 308001E
S.K Paul( Proprietor)Membership No. 013015
Place: New DelhiDate: 12.08.2016
As at 31st March,2016
As at 31st March,2015
Amount (Rs.) Amount (Rs.)I. Equity and Liabilities
Shareholders' funds(a) Share Capital 2 502,053,980 502,053,980(b) Reserves and surplus 3 685,762,199 (1,217,313,049)Non-current liabilities(a) Long- term borrowings 4 548,670,089 769,211,726(b) Deferred Tax Liabilities (Net) - -Current liabilities 5(a) Short-term borrowings - -(b) Trade Payables 200,000 126,926,000(c) Other current liabilities 108,181,939 1,863,298,976(d) Short term provisions 821,434 766,250Total 1,845,689,641 2,044,943,883
II. AssetsNon-current assets(a) Fixed assets
(i) Tangible assets 6 3,351,000 3,351,000(ii) Intangible assets(iii) Capital work-in-progress 26,008,191 26,008,191
(b) Non-current Investments 7 1,758,363,048 1,738,214,563(c) Long Term Loans & Advances 8 - 222,910,790Current Assets 9(a) Current investments - -(b) Inventories - -(c) Trade receivables - -(d) Cash and cash equivalents 54,860,547 53,088,636(e) Short-term loans and advances 950,000 950,000(f) Other current assets 2,156,855 420,703Total 1,845,689,641 2,044,943,883Notes forming part of financialstatements 1-28
(S.K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN : 00082263 DIN : 00090649
(Ajit Kumar Jha)CFO
Place: New DelhiDated: 12.08.2016
Particulars
MIDEAST (INDIA) LIMITEDCONSOLIDATED BALANCE SHEET as at 31st March, 2016
As per our Audit Report of even dateattached heretoFor Sangram Paul & CompanyChartered Accountants
For and on behalf of the board
Note no.
For the yearended on 31stMarch, 2016
15 Month endedon 31st March,
2015Amount (Rs.) Amount (Rs.)
I. Revenue from operations - -II. Other income 10 4,950,117 4,081,406III. Total Revenue (I+II) 4,950,117 4,081,406IV. Expenses:
Cost of materials consumed - -Employee benefits expense 11 801,000 2,070,161Finance costs 12 30,792 5,734Depriciation and amortisation expenses 6 - -Other expenses 13 429,800 475,562Total Expenses 1,261,592 2,551,458
V. Profit before exceptional and extraordinary items(III-IV) 3,688,525 1,529,948
VI. Exceptional items 14 (1,880,504,685) -VII. Profit before extraordinary items and tax (V-VI) 1,884,193,210 1,529,948VIII. Extraordinary items - -IX. Profit before tax (VII-VIII) 1,884,193,210 1,529,948
Tax expenses: Current tax 1,266,446 1,335,900 Deferred Tax - -
XI. Profit/ (Loss) after tax 1,882,926,764 194,048XII. Share in profit/(loss) of Associates 20,148,485 2,406,928XIII. Profit/ (Loss) for the year 1,903,075,249 2,600,976
XIV.Earnings per Equity share:Basic and Diluted 21 37.87 0.01
Notes forming part of financial statements 1-28
As per our Audit Report of even date attached heretoFor Sangram Paul & CompanyChartered Accountants
(S.K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN : 00082263 DIN : 00090649
Place: New Delhi (Ajit Kumar Jha)Dated: 12.08.2016 CFO
MIDEAST (INDIA) LIMITEDSTATEMENT OF CONSOLIDATED PROFIT & LOSS FOR THE YEAR ENDED
ON 31.03.2016
For and on behalf of the board
S.No. Particulars Note no.
X.
31.03.2016 31.03.2015I. CASH FLOW FROM OPERATION ACTIVITIESProfit Before Tax 1,884,193,210 1,529,948Adjustment for:Provisions written back (1,880,504,685)Dividend Received - (24,412,455)Interest Received (4,450,117) (4,081,406)Depreciation - -Operating Profit Before Working Capital Changes (761,592) (26,963,913)Adjustment for: - -Short Term Loans & Advances - -Other Current Assets (1,736,152) (534,249)Trade Payable (1,283,168) (92,829,208)Other Current Liabilities & Provisions (95,245,486)Cash Generated from Operations (3,780,913) (215,572,856)Direct Taxes Paid 1,266,446 1,335,900Net Cash Flow from Operating activities (5,047,359) (216,908,756)
II. CASH FLOW FROM INVESTING ACTIVITIESDividend Received - 24,412,455Interest Recvied 4,450,117 4,081,406Fixed Assets adjustment - 125,913,989Proceeds from Advances 222,910,790Net Cash from Investing Activities 227,360,907 154,407,850
III. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Unsecured Loans - 65,731,238Repayment of Unsecured Loans (220,541,637)Unsecured loan waived off - -Net Cash from Financing Activities (220,541,637) 65,731,238
IV. NET INCREASE/ (DECREASE) IN CASH AND CASHEQUIVALENTS (I+II+III) 1,771,911 3,230,332Cash and Cash Equivalent as at 01.01.2013 28,676,181 25,445,849Cash and Cash Equivalent as at 31.03.2015 30,448,092 28,676,181
As per our Audit Report of even date attached heretoFor Sangram Paul & CompanyChartered Accountants
(S.K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN : 00082263 DIN : 00090649
Place: New Delhi (Ajit Kumar Jha)CFODated: 12.08.2016
For and on behalf of the board
Amount (Rs.)
MIDEAST (INDIA) LIMITED
CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31.03.2016
Amount Rs.PARTICULARS 31.03.16 31.03.152 : SHARE CAPITAL
AUTHORISED CAPITAL
10,00,00,000 (10,00,00,000) Equity sahre of Rs. 10 each 1,000,000,000 1,000,000,000
ISSUED, SUBSCRIBED & PAID UP CAPITAL
5,02,55,398 (5,02,55,398) Equity Share of Rs. 10/- each Fully Paid-up 502,553,980 502,553,980
Less : Calls in arrears 500,000 500,000502,053,980 502,053,980
A) Reconciliation of number of shares
No. of shares Amount in Rs. No. of shares Amount in Rs.
Equity Shares
Opening Balance 50,255,398 502,553,980 50,255,398 502,553,980
Changes during the year - - - -
Closing Balance 50,255,398 502,553,980 50,255,398 502,553,980
B) Rights, preferences and restrictions attached to shares
Equity Shares
C) Shareholders holding more than 5% of the ordinary shares in the company
No. of shares % No. of shares %
Equity Shares:
Twenty First Century Finance Ltd. 22,141,005 44.06 22,141,005 44.06
J.K. Singh (HUF) 5,685,450 11.31 5,685,450 11.31
Bennet Coleman & Co. Ltd. 5,008,264 9.97 5,008,264 9.97
Rita Singh 2,614,158 5.20 2,614,158 5.20
Natasha Singh 2,782,400 5.54 2,782,400 5.54
3 : RESERVES & SURPLUS
Capital ReserveOpening Balance 308,967,657 308,967,657
Add: During the year - -
Closing Balance 308,967,657 308,967,657
Securities PremiumOpening Balance 1,111,667,000 1,111,667,000
Add: During the year - -
Closing Balance 1,111,667,000 1,111,667,000
NEPZ SubsidyOpening Balance 1,000,000 1,000,000
Add: During the year - -
Closing Balance 1,000,000 1,000,000
General ReserveOpening Balance 43,623,015 43,623,015
Add: During the year - -
Closing Balance 43,623,015 43,623,015
Surplus in Statement of Profit and LossOpening Balance (3,225,541,754) (3,794,493,787)
Less: Dividend received in earlier year (16,274,965)
Add: Transitional profits of Associate on Cosolidation 582,626,022
Add: Profit during the year 1,903,075,249 2,600,976
Closing Balance (1,322,466,506) (3,225,541,754)
Other ReserveOpening Balance 542,971,033 -
Transitional Capital Reserve of Associate on Consolidation - 542,971,033
Closing Balance 542,971,033 542,971,033
685,762,199 (1,217,313,049)
As at 31.03.2016 As at 31.03.2015
The Company has one class of equity shares having a par value of Rs. 10 each, rank pari passu in all respects including voting rights and entitlement to dividend.
As at 31st March, 2016 As at 31st March, 2015
4 : LONG TERM BORROWINGS
Unsecured Loan
Loans (Refer Related Party Note No. 19) 548,670,089 769,211,726548,670,089 769,211,726
5 : CURRENT LIABILITIES
5(a) Short Term Borrowings - -
- -
5(b) Trade Payables 200,000 126,926,000200,000 126,926,000
5(c) Othe Current Liabilities
Other Liabilities 108,181,939 1,050,380,567
Expenses payable - 812,918,409108,181,939 1,863,298,976
5(d) Short Term Provisions
Provision for Income Tax (Net) 821,434 766,250
821,434 766,250
7: NON CURRENT INVESTMENT
(VALUED AT COST)
Quoted, Trade Investments
Associate
M/s Mideast Integrated Steels Limited 610,210,580 610,210,580
[including Rs.16,56,17,588 of Goodwill (net of capital reserve)
arising on consolidation]
Add/(less) : Share of post acquisition reserves 1,148,152,468 1,128,003,9831,758,363,048 1,738,214,563
Details of equity accounted associates are as follows:
Name of the Company Cost of the investment Goodwill/( Capitalreserve) on acquisition
Dividendreceived fromAssociate
AccumulatedReserves as at31.3.2016
M/s Mideast Integrated Steels Limited 610,210,580 165,617,588 - 1,148,152,468
610,210,580 165,617,588 - 1,148,152,468
650,898,000 165,617,588 40,687,420 1,128,003,983
8 : Long Term Loans & Advances
Loans & Advances (Refer Related Party Note No. 19) - 222,910,790- 222,910,790
9 : CURRENT ASSETS
9(a) Current Investments
Current Investments - -- -
9(b) Inventories - -- -
9(c) Trade Receivables
Outstanding for more than Six Months - -
Others - -- -
9(d) Cash & Cash Equivalent
Cash in hand 12,905 3,905
Balance with Banks 247,642 32,677
Fixed Deposit (having maturity less than 12 months) 54,600,000 53,052,05454,860,547 53,088,636
9(e) Short Term Loan & Advances
Deposits 950,000 950,000950,000 950,000
9(f) Other Current Assets
Accured Interest 2,126,744 390,592
Tax Deducted at Source 30,111 30,1112,156,855 420,703
Mideast (India) Limited6 : FIXED ASSETS
PARTICULARS % As At Addition Sales/ Adjusitment As At As At During Transfer to Written back As At As At As At01.04.2015 31.03.2016 01.04.2015 the year Reserve 31.03.2016 31.03.2016 31.03.2015
Tangible AssetsLand 3,351,000 - 3,351,000 - - - 3,351,000 3,351,000Building 3.34% 30,664,000 - - 30,664,000 30,664,000 - - - 30,664,000 - -Plant & Machinery 4.75% 297,717,000 - - 297,717,000 297,717,000 - - - 297,717,000 - -Other Fixed Assets 4.75% 19,923,000 - - 19,923,000 19,923,000 - - 19,923,000 - -Total 351,655,000 - - 351,655,000 348,304,000 - - 348,304,000 3,351,000 3,351,000Previous Year 351,655,000 - - 351,655,000 310,443,151 - 37,860,849 - 348,304,000 3,351,000 41,211,848
-
Capital Work in Progress 121,008,191 - - 121,008,191 95,000,000 - - - 95,000,000 26,008,191 26,008,191Total 121,008,191 - - 121,008,191 95,000,000 - - 95,000,000 26,008,191 26,008,191Previous Year 114,061,332 6,946,859 - 121,008,191 - - 95,000,000 - 95,000,000 26,008,191 114,061,332
Grand Total 472,663,191 - - 472,663,191 443,304,000 - - 443,304,000 29,359,191 29,359,191
NET BLOCKDEPRECIATIONGROSS BLOCK
31.03.16 31.03.15Amount (Rs.) Amount (Rs.)
10 : Other IncomeBank Interest 4,450,117 4,081,406Dividend - -Misc Income 500,000 -
4,950,117 4,081,406
11 : Employee Benefit ExpensesSalary, Wages & Bonus 801,000 2,070,161
801,000 2,070,161
12 : Finance CostBank & Other charges 30,792 5,734
30,792 5,734
13 : Other ExpensesAudit Fees 15,000 5,000Fee & Subscription 414,800 387,820Misc. Expenses - 82,742
429,800 475,562
14: Exceptional ItemsProvisions written back (1,880,504,685) -
(1,880,504,685) -
Mideast (India) Limited
Notes forming Part of the consolidated financial statements
1) SIGNIFICANT ACCOUNTING POLICIES
a. Principal of Consolidation
Investment in associates where the Company directly or indirectly holds more than 20% ofequity, are accounted for using equity method as per Accounting Standard 23 – Accounting forInvestments in Associates in Consolidated financial statements notified by Companies(Accounting Standards) Rules, 2006.
The Group accounts for its share of post acquisition changes in net assets of associates, aftereliminating unrealized profits and losses resulting from transactions between the Company and itsassociates to the extent of its share, through its Consolidated Statement of Profit and Loss, to theextent such change is attributable to the associates ‘Statement of Profit and Loss and through itsreserves for the balance based on available information
The difference between the cost of investment in the associates and the Group’s share of netassets at the time of acquisition of share in the associates is identified in the consolidated financialstatements as Goodwill or Capital Reserve as the case may be.
The consolidated financial statements of the associates used in the consolidation are drawn up tothe same reporting date as that of the Company i.e. 31st March, 2016. Post acquisition profits usedin the consolidation are taken from Reserve & Surplus (in Notes) in the consolidated financialstatement of the associates, although there was distinction between Reserve & Surplus and resultsin the statement of Consolidated Profit and loss.
The list of subsidiary companies, joint ventures and associates which are included in theconsolidation and the Group’s holdings therein are as under :
Name of the Company 2015-16 2014-15 Country of(Ownership in %) Incorporation
A. Associates:i) Mideast Integrated Steels Limited 23.61 23.61 India
b. System of Accounting:The consolidated financial statements have been prepared and presented under the historical costconvention and in accordance to Generally Accepted Accounting Principles in India, includingAccounting Standards notified under section 133 Companies Act, 2013 and the relevantprovisions thereof..
c. Use of EstimatesThe preparation of consolidated financial statements requires the management of the Company tomake estimates and assumptions that affect the reported balances of assets and liabilities anddisclosures relating to the contingent liabilities as at the date of the consolidated financialstatements and reported amounts of income and expenses during the year. The managementbelieves that the estimates made in the preparation of consolidated financial statements areprudent and reasonable. Actual results could differ from those estimates. Any revision ofaccounting estimates is recognized prospectively in current and future periods.
d. Revenue Recognition:Revenue from sale of goods is recognized when of all significant risk and rewards of ownershipare transferred to buyer, it can be reliably measured and it is reasonable to expect ultimatecollection. The amount recognized as sale excludes sales tax and trade and quantity discounts.Interest income is recognised on a time proportion basis taking into account the amountoutstanding and the interest rate applicable.Dividend income is recognised when the right to receive payment is established.
e. Property, Plant and Equipment and Depreciation:Tangible AssetsTangible assets are carried at cost of acquisition net of recoverable taxes and discounts lessaccumulated depreciation and impairment loss, if any. Cost is inclusive of all expenses directlyattributable to bring the assets to their working condition for intended use.Subsequent expenditures related to an item of Tangible Asset are added to its book value only ifthey increase the future benefits from the existing asset beyond its previously assessed standard ofperformance.
Intangible AssetsIntangible Assets are stated at cost of acquisition net of recoverable taxes less accumulatedamortisation/depletion and impairment loss, if any. Cost is inclusive of all expenses directlyattributable to bringing the asset to its working condition for the intended use and net charges onforeign exchange contracts and adjustments arising from exchange rate variations attributable tothe intangible assets.
Depreciation and AmortisationCompany is following Straight Line Method for calculation of depreciation. Depreciation on theassets has been provided on the basis of useful life of the assets as prescribed in Schedule II toCompanies Act, 2013 after retaining 5% residual value of Gross Block to the extent WrittenDown Value available.
f. Leases:Operating Leases: Rentals are expensed on a straight line basis with reference to the lease termsand other considerations.
Finance leases: The lower of the fair value of the assets and present value of the minimum leaserentals is capitalised as Fixed Assets with corresponding amount disclosed as lease liability. Theprincipal component in the lease rental is adjusted against the lease liability and the interestcomponent is charged to Profit and Loss Statement.
g. Investments:Current investments are carried at lower of cost and quoted/fair value, computed category-wise.Non Current investments are stated at cost. Provision for diminution in the value of Non Currentinvestments is made only if such a decline is other than temporary.
h. Inventories:Inventories are valued at lower of cost or estimated net realizable value. Cost of raw material isdetermined on first in first out (FIFO) basis.
i. Impairment:An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. Animpairment loss is charged to the Statement of Profit and Loss in the year in which an asset isidentified as impaired. The impairment loss recognised in prior accounting period is reversed ifthere has been a change in the estimate of recoverable amount.
j. Foreign Currency Transactions:(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing
on the date of the transaction or that approximates the actual rate at the date of thetransaction.
(ii) At the Balance sheet date all monetary assets & liabilities denominated in foreign currencyare reported at the exchange rate prevailing at the Balance sheet date.
(iii) The difference between the exchange rate of the balance sheet date and transaction date isrecognized as income/expenses.
k. Retirement Benefits:Employee benefits are charged to Statement of Profit and loss as and when paid.
l. Borrowing CostsBorrowing costs that are directly attributable to the acquisition or construction of qualifyingassets are capitalized, till the date on which the asset is put to use, as part of the cost of that asset.A qualifying asset is one that necessarily takes substantial period of time to get ready for intendeduse. All other borrowing costs are charged to revenue.
m. Taxation:Current Tax: Provision of current income tax is recognized based on the estimated tax liabilitycomputed after taking credit for allowances and exemptions in accordance with the provisions ofthe Income Tax Act, 1961.Deferred Tax: Deferred Tax assets and liabilities are recognized for the future tax attributable totiming difference that result between the profit/loss offered for income taxes and the profit/loss asper the consolidated financial statements. Deferred tax assets and liabilities are measured usingthe tax rates and the tax laws that have been enacted at the Balance sheet date. Deferred tax assetsare recognized only to the extent there is reasonable certainty that the assets can be realized in thefuture.
n. Contingent Liabilities:Contingent liabilities are disclosed separately in the Notes to Accounts. Provisions are made onall present obligations on which reliable estimates are possible and for which there is probabilityof outflow of cash.
15) Contingent Liabilities not provided for in respect of (Rs. In Lacs):
Particulars 31.03.2016 31.03.2015a) Guarantee given to Bank on - -
behalf of the Companyb) Inter-corporate Guarantee given - -
by the company to FinancialInstitution and banksEstimated amount\income tax 2371.00 2371.00Contested for appeals not provided for
16) Deferred TaxNo Provision of deferred tax is made as there is no timing difference in terms of AccountingStandard-22 issued by the Institute of Chartered Accountants of India.
17) Breakup of Director’s Remuneration:(Rs.)
Particulars 31.03.2016 31.03.2015Remuneration to Directors Nil Nil
18) Balances outstanding in Trade Receivables, Loans & Advances and Trade Payables are subject totheir confirmation from respective parties.
19) Related Party transactions disclosure:
a. Related parties:Name RelationshipMr. J.K. Singh
Key Managerial Persons (KMP)Mr. D.K. SinghMrs. Rita SinghMr. Ajit Kumar JhaTwenty First Century Finance Ltd
Entities in which KMP can exercisesignificant influence
Mesco Aerospace Ltd.Mesco Logistics Ltd.Mesco Mining Ltd.Mesco Pharmaceuticals Ltd.Mesco Kalinga Steel Ltd.Mesco Steels Ltd.
b. Details of transactions with related parties: (Rs.)Name 31.03.2016 31.03.2015 Nature Relationship
Twenty First CenturyFinance Ltd
(12,11,246) Nil Net Loantaken/(Repaid) Entities in which
KMP can exercisesignificantinfluence
Mesco Aerospace Ltd. (2,93,50,802) Nil Net Loantaken/(Repaid)
Mesco Logistics Ltd. (33,27,60,996) 9,41,58,330 Net Loantaken/(Repaid)
Mesco Kalinga Steel Ltd. (16,03,93,360) Nil Net Loangiven/(Repaid)
Mesco Mining Ltd. (6,25,17,430) Nil Net Loangiven/(Repaid)
Mesco Pharmaceuticals Ltd (76,07,577) Nil Net Loantaken/(Repaid)
Mesco Steels Ltd. 15,03,88,983 72,31,331 Net Loantaken/(Repaid)
c. Balances Outstanding: (Rs.)Name 31.03.2016 31.12.2015 Nature Relationship
Twenty First CenturyFinance Ltd
Nil 12,11,246 Loan taken
Entities in whichKMP can exercise
significantinfluence
Mesco Aerospace Ltd. Nil 2,93,50,802 Loan takenMesco Logistics Ltd. Nil 33,27,60,996 Loan takenMesco Kalinga Steel Ltd. Nil 16,03,93,360 Loan givenMesco Mining Ltd. Nil 6,25,17,430 Loan givenMesco Pharmaceuticals Ltd Nil 76,07,577 Loan takenMesco Steels Ltd. 54,86,70,088 39,82,81,105 Loan taken
20) In the opinion of the board and to the best of the knowledge and belief, the value of realization inrespect of current assets, loans and advances in the ordinary course of business would not be lessthan the amount of which they are stated in the Balance sheet, the provision for all knowndetermined liabilities is adequate and is not in excess of amount reasonably required
21) Earnings per ShareThe computation of basic/diluted earnings per share is set out below:
(Rs.)31.03.2016 31.03.2015
Profit as per Statement of Profit & Loss 1,90,30,75,249 26, 00,976Net Profit/(Loss) attributable to EquityShareholders – (A) 1,90,30,75,249 26,00,976Basic/Weighted average number of EquityShares outstanding during the year – (B) 5, 02, 55,398 5, 02, 55,398Nominal Value of Equity Share Rs. 10 each Rs. 10 eachBasic/Diluted Earnings per Share 37.87 0.01
22) Payment to Auditors:(Rs.)
31.03.2016 31.03.2015(a) Statutory Audit Fee 15,000 5,000
23) Rs.)a. Expenditure in foreign currency:
Particulars 31.03.2016 31.03.2015Travelling Nil NilTechnical Know How Nil Nil
b. Earning in foreign currency (on accrual basis):Particulars 31.03.2016 31.03.2015FOB Value of Export Nil Nil
c. Value of Imports on CIF Basis:Particulars 31.03.2016 31.03.2015Purchase of Raw Material Nil NilCapital Goods Nil Nil
24) Employee’s BenefitGratuity and other employee benefits are provided on payment basis.
25) Segment reportingDuring the year there were no separate segments of the company.
26) Sundry Creditors (Due to Micro and Small Enterprises):The company has not received any intimation from suppliers regarding their status under theMicro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any,relating to amounts unpaid as at the end of the year together with the interest paid/payable asrequired under the Act have not been furnished.
27) The additional liability, if any, arising pursuant to assessment orders under various fiscal statutesshall be accounted for in the year of assessment.
28) Additional Information as per Schedule III of the Companies Act, 2013S.No.
Name of the entity Net assets i.e. total assetsminus total liabilities
Share in profit or (loss)
As % ofconsolidatednet assets
Amount(Rs. incrores)
As % ofconsolidatedprofit or (loss)
Amount(Rs. inCrores)
Parenti. Mideast (India) Limited 6.77 8.04 98.94 188.29Associatesii. Mideast Integrated Steels
Limited93.23 110.74 1.06 2.01
Total 100 118.78 100 190.30
29) Previous year figures have been regrouped / recast whenever considered necessary to make thesecomparable with those of the current year.
As per our Audit Report of even dateattached heretoFor Sangram Paul & Company For and on behalf of the boardChartered AccountantsFirm Registration no.: 308001E
(S. K. Paul) (Rita Singh) (J.K. Singh)Proprietor Director Director
DIN: 00082263 DIN No: 00090649
Place: New Delhi (Ajit Kumar Jha)Dated: 12.08.2016 CFO
MIDEAST (INDIA) LIMITEDCIN: L63090DL1977PLC008684
Registered Office: D-12, Neb Sarai, Freedom Fighters Enclave, New Delhi- 110068Ph. No: 011-29241099, 40587085, 40587083. W: www.mescosteel.in
ATTENDANCE SLIP(To be presented at the entrance)
40th Annual General Meeting of the Company held on Thursday, 29th September, 2016 at 11:30 A.M. at TheClaremont, Aaya Nagar, Mehrauli Gurgaon Road, New Delhi-110030
Folio No.
No. of Shares
Name of the Shareholder: ....................................................................................................................................................
Address of the Shareholder: ................................................................................................................................................
..............................................................................................................................................................................................
..............................................................................................................................................................................................
I hereby record my presence at the 40th Annual General Meeting of the Company held on Thursday, 29th September, 2016 at11:30 A.M. at The Claremont, Aaya Nagar, Mehrauli Gurgaon Road, New Delhi-110030 and at any adjournment thereof.
*Applicable for investors holding shares in electronic form.
Signature of Shareholder/Proxy
1. Only Member/Proxy holder can attend the Meeting.
2. Member/Proxy holder should bring his/her copy of the Annual Report for reference at the Meeting.
Mideast(India) LtdRegistered Office: D-12, Neb Sarai, Freedom Fighters Enclave, New Delhi- 110068
Ph. No: 011-29241099, 40587085, 40587083. W: www.mescosteel.in
PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the
Companies (Management and Administration) Rules, 2014]
Name of the Shareholder Folio No:
Registered addressE-mail id:
I/We, being the member(s) of_________________ Shares of Mideast (India) Limited, hereby appoint:
1. .................................................................. of ...................................... having e-mail id ...................................... or failing him
2. .................................................................. of ...................................... having e-mail id ...................................... or failing him
3. .................................................................. of ...................................... having e-mail id ...................................... or failing him
and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me /us and on my/our behalf at the 40th Annual GeneralMeeting of the Company held on Thursday, 29th September, 2016 at 11:30 A.M. at The Claremont, Aaya Nagar, Mehrauli Gurgaon Road, New Delhi-110030
S. No. Resolutions For Against
1.
To receive, consider and adopt the Audited financial statements including audited consolidatedfinancial statements of the Company for the financial year ended March 31, 2016 together with thereports of the Board of Directors and Auditors thereon
2.
To appoint director in the place of Mr. Dushyant Kumar Singh (DIN 00091193), Director of theCompany, who retires by rotation at this Annual General Meeting and being eligible offers himself forre-appointment
3. To ratify the appointment of Statutory Auditors of the Company.
4. To appoint Mr. Hawa Singh Chahar (DIN 01691383) as director of the Company.
AffixRevenueStamp of
Re. 1
Signed this………….. on ….. day …………….. 2016 .
Signature of Shareholder
Signature of the 1st Proxy Holder Signature of 2nd Proxy holder Signature of 3rd Proxy holderNotes:
1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hoursbefore the commencement of the meeting.
2. A Proxy need not be a member of the Company.
3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Companycarrying voting rights may appoint a single person as proxy and such person shall not act as proxy for other person or share-holder.
4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
5. In case of joint holders, the signatures of any holder will be sufficient, but names of all joint holders should be stated.
Route Map as per Secretarial Standard 2 issued by ICSI is as under:
