middland polymers limited · annual report 2013-14 midland polymers limited notice of twenty second...

MIDDLAND POLYMERS LIMITED

22ND ANNUAL REPORTFOR THE FINANCIAL YEAR 2013-14

ANNUAL REPORT 2013-14

MIDLAND POLYMERS LIMITED

CONTENTS

1. Corporate Information

2. Notice of Annual General Meeting

3. Board Of Directors’ Report

4. Management Discussion and Analysis Report

5. Corporate Governance Report

6. CEO/CFO Certification

7. Standalone Financial Statements

8. Independent Auditors’ Report

9. Balance Sheet

10. Statement of Profit and Loss

11. Cash Flow Statement

12. Notes forming part of the Consolidated Financial Statements

13. Consolidated Financial Statements

14. Independent Auditors’ Report

15. Balance Sheet

16. Statement of Profit and Loss

17. Cash Flow Statement

18. Notes forming part of the Consolidated Financial Statements

19. Attendance Sheet and Proxy Form



CORPORATE INFORMATION

BOARD OF DIRECTORSMr. Aditya PhanseManaging Director, Chief Financial OfficerDIN: 06644440

Mr. S. N. RathiNon Executive DirectorDIN: 00450442

Prof. Chain Singh BarlaIndependent Director, ChairmanDIN: 06391150

Mr. Dinesh Kumar GundIndependent DirectorDIN: 01748590

REGISTRAR AND SHARE TRANSFER AGENTSSkyline Financial Services Pvt. Ltd.D-153A, Ist Floor, Okhla Industrial Area,Phase-I, New Delhi 110020Tel : 91-11-26812682, 64732681

REGISTERED OFFICE101, Ist Floor 251, Nayapura, Pathar Godam,Indore, Madhya Pradesh 452003.Tel No. :91-731-2542261Fax No.: 91-731-2542261

EMAIL ID & WEBISTECompany and Investor Grievances: [email protected]

COMPANY SECRETARYMs. Nupoor MandowaraM. No. A24404

BANKERS OF THE COMPANYBank of BarodaAxis Bank

AUDITORSLokesh Vyas & Co.Chartered Accountants37, Tilak Nagar Extension,Near Jain DadawadiIndore, Madhya Pradesh - 452018

LISTED ATBSE LimitedDelhi Stock Exchange LimitedMadhya Pradesh Stock Exchange Limited

CORPORATE IDENTIFICATION NUMBERL02520MP1992PLC007293

22nd Annual General MeetingDate 30th September, 2014Day TuesdayTime 11.00 A.M.Place 101, Ist Floor 251, Nayapura, Pathar Godam, Indore, Madhya Pradesh 452003



NOTICE OF TWENTY SECOND ANNUAL GENERAL MEETINGCIN: L02520MP1992PLC007293

NOTICE is hereby given that the 22nd Annual General Meeting of the Members of the Company will be held on Tuesday, 30th

September, 2014, at 11.00 A.M. at the Registered Office of the Company at 101, Ist Floor, 251, Nayapura, (Pathar Godam),Indore (M.P.) 452003 to transact the following business:

ORDINARY BUSINESSES:-

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2014 and the Profit & Loss Account for the yearended on that date, together with the report of the Directors and Auditors thereon.

2. To consider the re-appointment of Mr. Aditya Phanse as the director who retires by rotation at this Annual GeneralMeeting and is eligible to offer himself for re-appointment.

3. To re-appoint auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the TwentySeventh Annual General Meeting and to fix their remuneration and to pass the following resolutions thereof

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,2013 and Rules framed thereunder, as amended from time to time, Lokesh Vyas & Co., Chartered Accountants FRN 016344C,be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting(AGM) till the conclusion of the Twenty Seventh Annual General Meeting of the Company to be held in the year 2019 (subjectto ratification of their appointment at every AGM), at such remuneration, as may be mutually agreed between the Board ofDirectors of the Company and the Auditors.”

SPECIAL BUSINESSES:

4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions, if any, of theCompanies Act, 2013 and the Rules made thereunder, Mr. S. N. Rathi (DIN: 00450442) who has given his consent to actas director and is not disqualified from being acting as the director of the Company, in respect of whom the Companyhas received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention topropose Mr. S. N. Rathi as a candidate for the office of director of the Company, be and is hereby appointed as an NonExecutive Director of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to sign the form DIR-12and make arrangement to file the same with Registrar of Companies and intimate to Stock Exchange(s) and to take suchother steps as may be necessary in this regard.”

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of theCompanies Act, 2013 and the Rules made thereunder, read with Schedule IV to the said Act, Mr. Dinesh Kumar Gund(DIN: 01748590) who has given his consent to act as director and is not disqualified from being acting as the director ofthe Company, be and is hereby appointed as an Independent Director of the Company to hold office for a term up to fiveconsecutive years commencing from the date of Annual General Meeting.

RESOLVED FURTHER THAT, the Board of Directors of the Company, be and are hereby authorised to sign the form DIR-12and make arrangement to file the same with Registrar of Companies and intimate to Stock Exchange(s) and to take suchother steps as may be necessary in this regard.”

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of theCompanies Act, 2013 and the Rules made thereunder, read with Schedule IV to the said Act, Prof. Chain Singh Barla



(DIN:, 06391150) who has given his consent to act as director and is not disqualified from being acting as the director ofthe Company, be and is hereby appointed as an Independent Director of the Company to hold office for a term up to fiveconsecutive years commencing from the date of Annual General Meeting.

RESOLVED FURTHER THAT, the Board of Directors of the Company, be and are hereby authorised to sign the form DIR-12and make arrangement to file the same with Registrar of Companies and intimate to Stock Exchange(s) and to take suchother steps as may be necessary in this regard.”

7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, forthe time being in force), the draft regulations contained in the Articles of Association as placed before the meeting beand are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in theexisting Articles of Association of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and takeall such steps as may be necessary, proper or expedient to give effect to this resolution.”

Regd. Office:101 Ist Floor 251, Nayapura, Pathar Godam,Indore, Madhya Pradesh.

Date: 28.08.2014Place: Indore (M.P.)

For & on behalf of the Board of DirectorsMidland Polymers Limited

Sd/-Aditya Phanse

Managing DirectorDIN: 06644440

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TOAPPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBEROF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THEMEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATENOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. AMEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTINGRIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHERPERSON OR SHAREHOLDER.

2. Corporate members are requested to send their authorised representatives to attend the Meeting are requested to sendto the Company, a duly certified copy of the Board Resolution, authorizing their representative to attend and vote at theAnnual General Meeting.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted atthe Meeting is annexed hereto.

4. The relevant details as required under Clause 49 of the Listing Agreement with the stock exchanges, of persons seekingappointment or re-appointment relating to item Nos. 4, 5 and 6 are also annexed.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 22nd day ofSeptember, 2014 to Tuesday, 30th day of September, 2014 (both days inclusive).

6. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market.Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participantswith whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PANto the Company / RTA.



7. As a measure of economy and a step toward green initiative, Members are requested to bring their copy of AnnualReport to the meeting. Members/ Proxies should bring the attendance slip duly filled in and signed for attending themeeting.

8. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitledto vote.

9. Members are requested to write their folio number/DP ID, Client ID in the attendance slip for attending the meeting.

10. To promote green initiative, members are requested to register their e-mail addresses through their DepositoryParticipants for sending the future communications by e-mail. Members holding the shares in physical form may registertheir e-mail addresses through the RTA, giving reference of their Folio Number.

11. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose e-mail IDsare registered with the Company or the Depository Participant(s). Physical copy of the Notice of AGM, Annual Report andAttendance Slip are being sent to those Members who have not registered their e-mail IDs with the Company orDepository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip inelectronic mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the registrationcounter to attend the AGM.

12. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased toprovide the facility to Members to exercise their right to vote by electronic means. The e-voting period will commence at09.00 a.m. on Wednesday, 24th September, 2014 and will end at 06.00 p.m. on Friday, 26th September, 2014. TheCompany has appointed Ms. Priyanka Jain, Practicing Company Secretary, having Membership No. 35712 and C.P. No.13522 to act as the Scrutinizer, for conducting the scrutiny of the votes cast. The Members desiring to vote throughelectronic mode may refer to the detailed procedure on e-voting given hereinafter note no. 14.

13. All documents referred to in the accompanying Notice and Explanatory Statement are open for inspection at theRegistered Office of the Company during office hours on all working days, except Saturdays, between 11.00 a.m. to 1.00p.m. up to and inclusive of the date of the Annual General Meeting.

14. In terms of Section 108 of the Companies Act, 2013 Read with the rule 20 of the Companies (Management &Administration) Rules, 2014 it is mandatory on the part of the Company to provide e-Voting facility. Company is pleasedto offer its members E-Voting facility for the Annual General Meeting.

The instructions for members for voting electronically are as under:-

(i) The voting period begins on 9.00 a.m. on Wednesday, 24th September, 2014 and will end at 6.00 p.m. on Friday,26th September, 2014. During this period shareholders’ of the Company, holding shares either in physical formor in dematerialized form, as on the cut-off date 29th August 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Log on to the e-voting website www.evotingindia.com(iii) Click on “Shareholders” tab.(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier

voting of any company, then your existing password is to be used.(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for bothdemat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participantare requested to use the first two letters of their name and the 8 digits of the FolioNo./Client ID in the PAN field.

In case the Folio No./Client ID is less than 8 digits enter the applicable number of 0’s



before the number after the first two characters of the name in CAPITAL letters. Eg. Ifyour name is Ramesh Kumar with Folio No./Client ID 1 then enter RA00000001 in thePAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for thesaid demat account in DD/MM/YYYY format.

DividendBankDetails#

Enter the Dividend Bank Details as recorded in your demat account or in the company recordsfor the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are notrecorded with the depository or company please enter the number of shares in thedividend bank details.

(viii) After entering these details appropriately, click on “SUBMIT” tab.(ix) Members holding shares in physical form will then reach directly the Company selection screen. However,

members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required tomandatorily enter their login password in the new password field. Kindly note that this password is to be alsoused by the demat holders for voting for resolutions of any other company on which they are eligible to vote,provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.

(xi) Click on the EVSN of Midland polymers Limited on which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for

voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution andoption NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” andaccordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting

page.(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.(xviii) Note for Non-Individual Shareholders & Custodians:

Non Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodians are required to log on tohttps://www.evotingindia.com and register themselves as Corporates and Custodians.

They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity [email protected].

After receiving the login details they have to create a user who would be able to link the account(s) which theywish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts theywould be able to cast their vote.

They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

Please follow all steps from sl. no. (i) to sl. no. (xviii) above to cast vote.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email [email protected].



STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4Mr. S. N. Rathi was appointed as an Additional Non Executive Director by the Board of Directors of the Company in theirMeeting held on 20th August 2014 in terms of Section 161 of the Companies Act, 2013.

Pursuant to the provisions of Section 152, 161 of the Companies Act, 2013 and other applicable provisions of CompaniesAct, 2013 read with the Articles of Association of the Company, the term of office of the said Additional Director expiresat the ensuing Annual General Meeting of the Company. The Company has received notice in writing under theprovisions of Section 160 of the Companies Act, 2013, from a member along with a deposit of Rs. 1,00,000/- proposingthe candidature of Mr. S. N. Rathi for the office of Non Executive Director, to be appointed as such under the provisionsof Section 160 and other applicable provision of the Companies Act, 2013. The Company has received from Mr. S. N.Rathi consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualificationof Directors) Rules 2014 and intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors)Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

The Board considers it desirable that the Company should continue to avail the services of Mr. S. N. Rathi.

In the opinion of the Board of Directors, Mr. S. N. Rathi, the Non Executive Director proposed to be appointed, fulfils theconditions specified in the Act and the Rules made thereunder. A copy of the draft letter for the appointment of Mr. S. N.Rathi as a Non Executive Director setting out the terms and conditions is available for inspection without any fee by themembers at the Company’s registered office during office hours 11.00 a.m. to 1.00 p.m. up to and inclusive of the dateof the Annual General Meeting.

The Board recommends the resolution set forth in Item no. 4 for the approval of the members.

No director, key managerial personnel or their relatives, except Mr. S. N. Rathi, to whom the resolution relates, isinterested or concerned in the resolution.

ITEM NO. 5 & 6Mr. Dinesh Kumar Gund and Prof. Chain Singh Barla are the existing Independent Directors of the Company under Clause49 of the Listing Agreement. Upon implementation of the Companies Act, 2013, the Board, at its meeting held on 28th

Day of August, 2014, has formed an opinion that each of them are persons of integrity and posses relevant expertise andexperience for being appointed as Independent Directors of the Company. In the opinion of the Board, each of thesepersons fulfills the conditions specified in the Act and the Rules made there under and that they are each independent ofthe Management.

They have also, at the said meeting, given declaration under Section 149(7) of the Companies Act, 2013 stating that theycan act as Independent Directors within the meaning of Section 149(6) of the Act. In view of the above position, approvalof Members is sought, through Special Resolutions, to formally appoint Mr. Dinesh Kumar Gund and Prof Chain SinghBarla as an Independent Directors as per Section 149(1) of the Act for a period of three years from the conclusion ofCompany’s 22nd Annual General Meeting to the conclusion of the Company’s 27th Annual General Meeting. Briefparticulars of Mr. Dinesh Kumar Gund and Prof. Chain Singh Barla are forming part of this notice.

The Company and the Independent Directors shall abide by the provisions specified in Schedule IV of the Act, and shallbe governed and guided by the guidelines of professional conduct, role and functions, duties, manner of appointment,re-appointment, resignation or removal, separate meetings and evaluation mechanism as provided therein. Theirappointment once made at the meeting shall be formalized through a letter of appointment.

Formal letters of appointment shall be issued to each Independent Director upon appointment. The terms andconditions of the appointment shall be open for inspection at the registered office of the Company by any memberduring normal business hours, and shall also be posted on the Company’s website.

No director, key managerial personnel or their relatives, except Mr. Dinesh Kumar Gund and Prof Chain Singh Barla towhom the resolution relates, is interested or concerned in the resolution.

The Board recommends the Special Resolution set out at Item No. 5 & 6 of the Notice for approval by the shareholders.



ITEM NO. 7The existing AOA are based on the Companies Act, 1956 and several regulations in the existing AOA contain referencesto specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformitywith the Companies Act 2013.

The Companies Act 2013 is now largely in force. With the coming into force of the Companies Act 2013 severalregulations of the existing AOA of the Company require alteration or deletions in several articles. Given this position, it isconsidered expedient to wholly replace the existing AOA by a new set of Articles. The new AOA to be substituted in placeof the existing AOA are based on Table ‘F’ of the Act which sets out the model articles of association for a companylimited by shares.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned orinterested, financially or otherwise, in the Special Resolution set out at Item No. 7 of the Notice.

The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval by the shareholders.

Details of Directors seeking Appointment or Re-appointment at the Annual General Meeting(In pursuance of Clause 49 of the Listing Agreement)

Name Aditya Phanse Dinesh Kumar Gund Prof. Chain SingBarla

S. N. Rathi

Date of Birth 16.09.1965 14.07.1964 02.12.1937 16.09.1965Age 48 Years 50 Years 77 Years 48 YearsDate of Appointment 30.05.2013 18.10.2012 20.09.2012 20.08.2014Qualification M.Com B.Sc. M.A., MSc. Phd. B. Com. LLBExpertise in specificfunctional areas

Expert in FinancialManagement

He has richexperience inAdministration andadd value to thedisciplined corporateenvironment of theCompany

He has wideexperience ofEconomic affairs

He has expertise inLegal & Financialmatters

Inter-Se Relationship None None None None

Directorship held inOther Companies as ondate

Nil Nil Nil Nil

Chairman/ Member ofthe Committee of theBoard of Directors ofthe Company

2, Member of AuditCommittee andInvestor GrievancesCommittee

3, Chairman ofInvestors Grievances& Nomination andRemunerationCommittee andMember of AuditCommittee

3, Chairman ofAudit Committeeand Member ofInvestorsGrievances &Nomination andRemunerationCommittee

1, Member ofNomination andRemunerationCommittee

Committee Positions*in other PublicCompanies

Nil Nil Nil Nil

Number of Shares held Nil Nil Nil 60,000


By Order of the Board of DirectorsMidland Polymers Limited

Sd/-Aditya Phanse

Managing DirectorDIN: 06644440



BOARD OF DIRECTORS’ REPORT

Dear Stakeholders,

Your Directors are pleased to present before you the 22nd Annual Report of the company for the year ended 31st March,2014.

FINANCIAL RESULTS

Stand alone figures(In Lacs)

Particulars For the Year Ended 31.03.2014 For the Year Ended 31.03.2013Total Revenue 87.32 37.35Total Expenditure 42.77 20.12Profit/(Loss) before tax 44.52 17.08Provision for Tax 5.09 3.45Net Profit/(Loss) after tax 39.43 13.63

Consolidated figures(In Lacs)

Particulars For the Year Ended 31.03.2014 For the Year Ended 31.03.2013

Total Revenue 87.32 N.A.Expenditure 42.79 N.A.Profit/(Loss) before Tax 44.52 N.A.Provision for Tax 5.09 N.A.Net Profit/(Loss) after tax 39.43 N.A.

REVIEW OF OPERATIONSDuring the year under review performance of Your Company was good in comparison to the previous year though therewas no income from the operations still your Company managed to earn Rs. 87.32 Lacs which is more than twice thanthe income for Financial Year 2012-13. During the year, the Company performed extremely well and earned a Net profitafter tax Rs. 39.43 which is far better in comparison to previous year. Your Directors are pleased to inform you thateffective steps are being taken by the management to resume the operations of the Company as soon as possible.

DIVIDENDThe Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of theCompany, your directors do not recommended any dividend for the financial year ended March 31, 2014. The Boardassures you to present a much strong financial statements in coming years.

BONUS SHARESDuring the year under review, Your Company has allotted Bonus Shares to the Equity Shareholders of the Company inpursuance of the shareholders’ resolution passed through postal ballot notice dated 16th April 2013 the results in respectof which were declared on 25th day of May 2013, in the ratio of one Equity Share for every one Equity share held. TheEquity shares for allotted to the Shareholders whose name were on the register of members on the date 11 th Day of June2013 which was fixed as record date for the purpose of Bonus Issue. The shares are listed on the BSE Limited andCompany got the Listing approval on 17th June 2013.

SUB DIVISIONDuring the year under review, Your Company has split the nominal value of equity shares in pursuance of theshareholders’ resolution passed through postal ballot notice dated 16th April 2013 the results in respect of which weredeclared on 25th day of May 2013. The Nominal Value of Equity Shares has split from Rs. 10/- (Ten) each to Re. 1/- (One)each in such manner that each shareholder holding 1 (One) equity share of the Company having face Value of Rs. 10/-(Ten) each obtained 10 (Ten) equity shares of the Company of the face value of Re. 1/- (One) each.



INCREASE IN THE SHARE CAPITALDuring the Year under review, the Authorised Share Capital of Your Company has increased from Rs.110,000,000/-(Rupees Eleven Crores only) comprising of 11,000,000 (One Crore Ten Lacs) Equity Shares of Rs. 10/- (Rupees Ten each)to Rs. 136,000,000/- (Rupees Thirteen Crores Sixty Lacs only) comprising of 13,600,000 (One Crore Thirty Six Lacs) EquityShares of Rs. 10/- (Rupees Ten each) and Paid Up Capital from Rs. 6,793,735 to Rs. 135,874,700.

SHIFTING OF REGISTERED OFFICEDuring the year under review, Your Company has shifted the Registered Office of the Company from M 101, YashwantPlaza-New, Opposite Railway Station, Indore, Madhya Pradesh Pin code 452001 to 101 First Floor 251 Nayapura (PatharGodam) Indore 452001 within the same city, town or village with effect from 16th April 2013.

The members of the Company have approved for shifting of registered office of Company from Madhya Pradesh toAndhra Pradesh in the last Annual general Meeting. However due to some other engagements, management has nottaken the scheduled steps for giving effect the resolution.

OBJECT CHANGEDuring the year under review, Your Company has added some objects in the Main Object clause of the Memorandum ofAssociation of the Company in order to enlarge its area of operation through Postal Ballot Notice dated 16th April 2013the results in respect of which were declared on 25th day of May 2013. The following Businesses added to the MainClause of the Memorandum of Association of the Company.

1. Textile Business2. Pharmaceuticals Business including Consultancy3. Dealing and Trading in all kind of Securities including Consultancy4. Real Estate

MANAGEMENT DISCUSSION AND ANALYSISThe Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the ListingAgreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORSIn accordance with the requirements of the Companies Act, 1956, and the Articles of Association of Company Mr. AdityaPhanse, Managing Director of the Company who shall retire by rotation at the forthcoming Annual General Meeting ofthe Company and being eligible to offer himself for the re-appointment.

During the year under review, Mr. S. N. Rathi has been resigned from the Board on 29th August 2013 due to somepersonal reasons however he was again appointed as the additional non executive director of the Company by the Boardof Directors in their meeting held on 20th August 2014 and their office shall be determined at this Annual Generalmeeting and the Company has received the requisite Notice in writing from member proposing the appointment of Mr.S. N. Rathi as the Non Executive Director of the Company in the ensuing Annual General Meeting.

The Independent Directors were appointed as the directors liable to retire by rotation under the provisions of theerstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall beeligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement byrotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed tore-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this hasbeen placed in the notice to the Annual General Meeting.

Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name ofthe Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholdingas stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the provisions of section 217(2AA) of the Companies Act, 1956, based on the representation received fromthe operating Management Directors hereby confirm that:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accountingstandards have been followed and there were no material departures.



ii. They have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year ended March 31st 2014 and of the profit of the Company for thatperiod.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCEAs required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as theStatutory Auditors’ Certificate regarding compliance of conditions of Corporate Governance forms part of the AnnualReport.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times formeeting stakeholders’ expectations while continuing to comply with the mandatory provisions of corporate governanceand it has been endeavor of your company to follow and implement the best practices in corporate governance, in letterand spirit.

PARTICULARS OF EMPLOYEESDuring the period under review, the Company does not have any employee who is covered under Section 217(2A) of theCompanies Act 1956.

PUBLIC DEPOSITDuring the year under review, your Company has not invited any deposits from the Public U/s 58 A of the Companies Act,1956.

LISTING OF SHARESThe Equity Shares of the Company are listed on BSE Limited, Delhi Stock Exchange Limited and Madhya Pradesh StockExchange Limited.

AUDITORSThe Auditors, M/s. Lokesh Vyas & Co., Chartered Accountants having registration No. 016344C hold office until theconclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. The said Auditors havefurnished the Certificate of their eligibility for re-appointment

The Board recommends the appointment of M/s. Lokesh Vyas & Co., Chartered Accountants the Statutory Auditors ofthe Company till the Financial Year 2018-19 subject to ratification of their appointment at every AGM.

AUDITORS’ REPORTThe Auditor’s Report dated 30.05.2014 on the financials statements of the company for the financial year 2013-14 doesnot have any reservation, qualification or adverse remarks.

SUBSIDIARY COMPANYDuring the year, Your Company acquired 900,000 equity shares of M/s Protect Nature Pvt Ltd (“PNPT”) (97.26% holdingof “PNPT”), a company engaged in the business of Agro food products, production and process including forward andbackward integration including manufacturing of fertilizers. Pursuant to the said acquisitions, PNPT became subsidiary ofthe Company.

CONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the ListingAgreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors’ Report thereon formspart of the Annual Report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCEIn view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circularno. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requestedto register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/



intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copiesof the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUT GO.Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Director's report for theyear ended 31st March, 2014 are given below :

A. CONSERVATION OF ENERGY

The Company did not use any energy during the year under review.

Your Company is conscious about its responsibility to conserve energy, power and other energy sources whereverpossible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements andguidelines.

B. RESEARCH & DEVELOPMENT

Your Company was not engaged in any research and development activity during the period under review.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in allspheres of our activities to improve efficiency levels.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-Year 2014 Year 2013(Amt.) (Amt.)

Foreign Exchange earning Nil NilForeign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connectedwith the business of the Company, Bankers of the Company as well as other Institutions for their co-operation andcontinued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customersfor their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers andemployees at all levels in achieving the results and hopes that they would continue their sincere and dedicatedEndeavour towards attainment of better working results during the current year

For & on behalf of the Board of Directorsof Midland Polymers Limited

Sd/- Sd/-Aditya Phanse Dinesh Kumar GundManaging Director DirectorDIN: 06644440 01748590




MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board presents before you the Company’s 22nd Management Discussion & Analysis Report for the year 2013-14along with the Compliance Report on Corporate Governance.

INDUSTRY STRUCTURE AND DEVELOPMENTSThe flexible packaging market is considered to be one of the most dynamic packaging markets exhibiting diversifiedtypes of packaging and materials used across the globe. The Packaging Industry is increasingly becoming technologyoriented with innovation driving the markets and this is expected to lead to packaging that increases shelf life, reducescost. The global flexible Packaging market is projected to grow at a Compound Annual Growth Rate (CAGR) of 5.1% from2013 to 2018. Polyethylene dominates this global market by materials accounting nearly 32% of the total market shareand is projected to grow at a CAGR of 5.1% during the above said period. Polypropylene accounts for the second largestshare in the segment growing at a CAGR of 4.9% during the period under review. (sources: Markets & Markets)

The global packaging industry witnessed influence of technology innovation and development, a key reason for theindustry’s robust growth over the last few decades. Over the years, technology development has been moving in syncwith growing consumer demand for convenient and quality packaging.

OPPORTUNITIES AND THREATS

OpportunitiesFollowing development in the business environment which may help the Company to grow:

India’s retail growth and increased consumption of consumer products is driving the demand for packaging industry inthe country.

The Indian food processing market is one of the largest in the world in terms of production, consumption and growthprospects, which provide the opportunity to the industry in which Company is engaged to grow.

Threats Immense Competition from the domestic and international player. Tight liquidity in the Market and inflationary pressure. Regulatory constraints.

FINANCIAL PERFORMANCEDuring the year under review the Company has earned the total Income of Rs. 87.32 lacs, which comes from the sourcesother than operation, as during the Financial Year ended on 31st March, 2014, Presently, Your Company was not engagedin business activity However management of the Company is continuously looking to generate some positive vibes byexploring new projects, contracts from different sectors of industries and committed to generating profits into thecompany.

SEGMENT-WISE OR PRODUCT–WISE PERFORMANCEOur polypropylene film material is a clear mono-axially oriented polypropylene. Polypropylene is a thermoplasticpolymer from the monomer propylene, which has good clarity, resistance to UV light, excellent chemical and abrasionresistance, and a smooth surface. The clear material has a reasonable scuff resistance and a great acid resistance. Ourmaterial is also inert to most mild chemicals and has a fair heat resistance.

During the Year under review there was no production so no disclosure in this regard has been given herewith. Furtherthe operations of the Company are restricted to single Product and single geographical region therefore no segment-wise and product-wise analysis is given.

OUTLOOKYour Company is optimistic, that some turn-around strategy may be developed to cope up with the current crisis likesituation due to regulatory constraints put on the industry which has significantly affected the Demand Function.Alternatives usages in other market areas are being explored. Boards of Directors are also considering the new segmentsof the Businesses in which Company can engage.



During the year, Your Company acquired 900,000 equity shares of M/s Protect Nature Pvt Ltd (“PNPT”) (97.26% holdingof “PNPT”), a company engaged in the business of Agro food products, production and process including forward andbackward integration including manufacturing of fertilizers.

RISK & CONCERNThe Company is exposed to the risk factors relating to the business of the company and the industry in which it operatesi.e. risk arising from within the industry itself (structural risk), risks arising from the expected future performance ofthe industry (growth risk) and risk arising from forces external to the industry like regulatory measure hindering thegrowth of industry, competition from the other players within the same industry etc.

The Company manages these risks by adherence to best practices, internal control measures and risk managementsystems.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYThe Company has a proper and adequate system of internal controls commensurate with its size to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized,recorded and reported correctly. Proper controls and checks are exercised by the company by following the proceduresprescribed in the various manuals. The Audit Committee of the Board reviews Internal Control Systems of the companyon periodical basis

DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONSYour Company recognizes the value of human resource, therefore, the human resource policies are framed in suchfashion that they not only aim at achieving the organizational goal but also recognize, appreciate and develop theindividual interest of the employees. The Human Resource Development policies of the company are so framed that it isin the best interest of the organization as well as employees of the company.

FORWARD LOOKING STATEMENTStatement in this report, particularly those which relate to Management Discussion and Analysis, describing thecompany’s future plans, objectives, projections, estimates and expectations may constitute “forward lookingstatements” within the meaning of applicable laws and regulations. Actual results might vary materially from thoseeither expressed or implied.



REPORT ON CORPORATE GOVERNANCE

THE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCEYour Company believes that good Corporate Governance is essential for achieving long-term corporate goals and forenhancing stakeholders’ value. In this pursuit, your Company’s philosophy on Corporate Governance is led by a strongemphasis on transparency, accountability and integrity and your Company has been practicing the principles ofCorporate Governance over the years.

BOARD OF DIRECTORSThe Board of Directors is an optimum combination of professional, experienced, executive and non executiveIndependent Director formed by the shareholders, provides and evaluates the strategic directions of the Company;formulates and reviews management policies, serves and protects the overall interests of shareholders to ensure long-term value creation for stakeholders.

Composition:At present the Board of Directors is balanced one and is comprised of four directors, namely Mr. Aditya Phanse, Prof.Chain Singh Barla, Mr. Dinesh Kumar Gund and Mr. S. N. Rathi

The composition of the Board as on 31st March 2014:Name CategoryMr. Aditya Phanse Managing DirectorMr. Dinesh Kumar Gund Independent DirectorProf. Chain Singh Barla Independent Director

Note: Mr. S. N. Rathi, Managing Director, of Company has been resigned from Company w.e.f 29.08.2013 however he was

again appointed as non executive director in the Board of Directors meeting held on 20th August 2014.

BOARD MEETINGDuring the financial year ended March 31, 2014, 11 Meetings of the Board of Directors were held as against theminimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them.

The dates of meetings and the number of directors present therein are mentioned below:Sr. No. Date Sr. No. Date

1. 16.04.2013 7. 29.08.20132. 25.05.2013 8. 28.09.20133. 30.05.2013 9. 15.11.20134. 11.06.2013 10. 13.02.20145. 15.07.2013 11. 31.03.20146. 13.08.2013

Sr.No.

Name of Director No. of Meeting during 2013-14 No. of Directorship inother Public Companies

No. of Committeepositions held inother publiccompanies

Board Last

AGMListed Others Chairman Member

Held* Attended

1. Mr. Aditya Phanse 8 8 Yes Nil Nil Nil Nil2. Mr. S.N. Rathi 7 7 Yes Nil Nil Nil Nil3. Prof. Chain Singh Barla 11 8 Yes Nil Nil Nil Nil4. Mr. Dinesh Kumar

Gund11 11 Yes Nil Nil Nil Nil

* Denotes number of meetings held during the tenure of directorship of each director.



Note: None of the Directors is a member of the Board of more than fifteen Companies or a Member of more than ten Board-

level Committees or a Chairman of more than five such Committees. The directorship/ committee membership is based on the disclosures received from the directors.

RESUME OF DIRECTOR PROPOSED TO BE APPOINTED OR RE-APPOINTEDThe brief resume of Director seeking appointment or re-appointment are appended here above in the notice for callingAnnual General Meeting

COMMITTEES OF THE BOARDThe Board has constituted the following standing Committees:

1. Audit Committee2. Shareholders’/Investors’ Grievance Committee3. Nomination and Remuneration Committee

AUDIT COMMITTEEThe purpose of the audit committee is to ensure the objectivity, credibility and correctness of the Company’s financialreporting and disclosure processes, internal controls, risk management policies and processes, tax policies, complianceand legal requirements and associated matters.

i) Terms of reference

1. Oversight of the Company's financial reporting process and disclosure of its financial information to ensure that thefinancial statements are correct, sufficient and credible.

2. Recommending the appointment, re-appointment and if required, the replacement or removal of statutory andinternal Auditors (whenever required), fixation of audit fee and also approval for payment for any other services.

3. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internalcontrol systems.

4. Reviewing with Management the annual financial statements before submission to the Board, with particularreference to:

– Matters required to be included in the Director's Responsibility Statement to be included in the Board's reportin terms of clause (2AA) of section 217 of the Companies Act, 1956.

– Any Change in accounting policies and practices.– Major accounting entries based on exercise of judgment by management.– Significant adjustments made in the financial statements arising out of audit findings– The going concern assumption.– Qualification in the draft audit report– Compliance with listing and other legal requirement concerning financial statements.– Disclosures of any related party transactions.

5. Reviewing with the management, statutory and internal Auditors, the adequacy and compliance of internal controlsystem.

6. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,staffing and seniority of the official heading the department, reporting structure coverage and frequency of internalaudit.

7. Reviewing with the management, the Quarterly/half yearly financial statements before submission to the board forapproval.

8. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in thismatter.

9. Reviewing the adequacy of internal audit function, reporting structure coverage and frequency of internal audit.10. Discussion with internal Auditors any significant findings and follow up there on.



11. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to theBoard.

12. Discussion with Statutory Auditors about the scope of audit as well as have post audit discussion to ascertain anyarea of concern.

13. Reviewing the Company's financial and risk management policies.14. Approval or any subsequent modification of transaction of the Company with the Related parties.15. Scrutiny of inter corporate loans and investments.16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders

(in case of non-payment of declared dividends) and creditors.17. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance

function or discharging that function) after assessing the qualifications, experience & background, etc. of thecandidate.

18. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.19. Valuation of undertakings or assets of the company, wherever it is necessary.20. Approval or any subsequent modification of transactions of the company with related parties;

Further the Audit Committee shall mandatorily review the following information:

Management discussion and analysis of financial condition and results of operations; Statement of significant related party transactions (as defined by the audit committee), submitted by management; Management letters / letters of internal control weaknesses issued by the statutory auditors; Internal audit reports relating to internal control weaknesses; and The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the

Audit Committee.

ii) Composition:The Audit Committee as on date comprises of three Directors, including one Mr. Aditya Phanse, Managing Director, Mr.Dinesh Kumar Gund & Prof. Chain Singh Barla are Independent Directors. Prof. Chain Singh Barla is heading theCommittee.

During the year under review audit committee had met four times. No two meetings have a gap of more than 120 daysin between them. During the year, four Committee Meetings were held on 30.05.2013, 13.08.2013, 15.11.2013,13.02.2014.

The attendance record of the members of the Audit Committee for the F.Y. 2013-14 is as under:Name of the Member Director No. of Meetings Held* No. of Meetings attendedProf. Chain Singh Barla 4 4Mr. Dinesh Kumar Gund 4 4Mr. S.N. Rathi 2 2Mr. Aditya Phanse 2 2

* Denotes number of meetings held during the tenure of directorship of each director.Note:During the year under review Mr. S. N. Rathi has been resigned from the Directorship of the Company and he wasmember of the committee. Mr. Aditya Phanse was appointed as the member of Audit committee in place of Mr. S. N.Rathi.

INVESTORS GRIEVANCE COMMITTEEThe purpose of constituting investor grievance committee is to expedite the process of redressal of investors’ grievancesand it is responsible for specifically look in to the matters related to the shareholders grievances and their complaintsrelated to non receipt of share certificates, letter of allotment, nonpayment of dividend etc.

i) Terms of reference1. To consider and review the queries/complaints received from Share/ Debenture Holders2. To take steps to redress queries/ complaints and ensure speedy satisfaction to shareholders/ investors.3. To work under the control & supervision of the Board of Directors



ii) CompositionThe Shareholders’/Investors’ Grievance Committee as on date comprises three members, Mr. Aditya Phanse, Mr. DineshKumar Gund, Prof. Chain Singh Barla. Mr. Dinesh Kumar Gund is the Chairman of the Committee and Ms. NupoorMandowara, Company Secretary of Company is designated as the Compliance Officer.

Meeting and attendance:During the year under review Investor Grievance committee had met six times. Details of Six Committee Meetings wereheld on 30.05.2013, 13.08.2013, 30.09.2013, 15.11.2013, 31.12.2013 and 13.02.2014.Name of the Member Director No. of Meetings Held No. of Meetings attendedProf. Chain Singh Barla 6 6Mr. Dinesh Kumar Gund 6 6Mr. S.N. Rathi 2 2Mr. Aditya Phanse 4 4

* Mr. S. N. Rathi has resigned on 29.08.2013. However he was again appointed as additional non executive director of theCompany in the Board of Directors meeting held on 20th August 2014

During the year under review, 19 complaints were received from the shareholders and all the complaint were resolvedproperly, However the Committee is finding more appropriate communication channel, with which shareholderscommunicate their Grievances to the Company.

Role and Powers of Shareholders’/Investors’ Grievance Committee:The Investors’ Grievance Committee shall have the following role, functions and responsibilities:

(i) To look into and supervise the redressal of shareholders’/Investors’ Complaints.(ii) To oversee the performance of the Registrars and Share Transfer Agents and recommend measures for overall

improvement of the quality of investor services.(iii) To consider and approve transfer of shares, transmission of shares, dematerialization of shares, transposition of

shares, issuance of duplicate share, deletion of names, splitting and consolidation of shares, etc.

NOMINATION AND REMUNERATION COMMITTEEIn Accordance with the provisions of Section 178 of the Companies Act, 2013 a Nomination & Compensation Committeewas constituted.

ROLE OF REMUNERATION AND NOMINATION COMMITTEE Identifying persons who are qualified to become directors and who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the Board their appointment and removal. Formulation of criteria for evaluation of Independent Directors and the Board; Formulation of the criteria for determining qualifications, positive attributes and independence of a director and

recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and otheremployees;

Constitution of the CommitteePresently, Remuneration and Nomination Committee shall consist of the following Directors:

1. Mr. Dinesh Kumar Gund, Chairman : Independent Director2. Prof. Chain Singh Barla, Member : Independent Director3. Mr. S. N. Rathi, Member : Non Executive Director

During the year under Nomination and remuneration committee had met four times. Details of four CommitteeMeetings were held on 30.05.2013, 13.08.2013, 29.08.2013, 31.12.2013.Name of the Member Director No. of Meetings Held No. of Meetings attendedProf. Chain Singh Barla 4 4Mr. Dinesh Kumar Gund 4 4Mr. S.N. Rathi 3 3Mr. Aditya Phanse 1 1* During the year under review Mr. S. N. Rathi has been resigned from the Directorship of the Company and he wasmember of the committee. Mr. Aditya Phanse was appointed as the member of Audit committee in place of Mr. S. N.Rathi. Later on Mr. Aditya Phanse has resigned from the membership of the committee and Mr. S. N. Rathi againappointed as member of the Committee.



REMUNERATION POLICY The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the

quality required to run the company successfully. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and

incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and itsgoals.

REMUNERATION OF DIRECTORSThe Remuneration of executive directors is determined by the remuneration committee. The recommendations of theremuneration committee are considered and approved by the board of directors subject to the approval of theshareholders. Details of remuneration of directors for the financial year ended 31st March, 2014Director Salary Perquisites and

BenefitsBonus/Commission Sitting Fees Total

Executive Director 120,000 Nil Nil Nil 120,000

Non ExecutiveDirector

Nil Nil Nil Nil Nil

GENERAL BODY MEETINGSDate and venue of last three General MeetingNature of Meeting Date and Time Venue Special Resolution

passedAnnual General Meeting 28th September,

2013, 11:00 AM101, Ist Floor, 251, Nayapura, (PatharGodam), Indore (M.P.)

Yes

Annual General Meeting 29th September,2012, 04:00 PM

Hotel Landmark, 47, Manik Vilas Colony,In-front Of Hanuman Mandir, StationChouraha, Gwalior - 474001

None

Annual General Meeting 22nd September2011, 11.00 A.M.

G-2, Pramilla Plaza, Thatipur, Gwalior-474 011 Madhya Pradesh.

None

POSTAL BALLOTDuring the year ended March 31, 2014, Your Company sought approval from the members for passing Ordinary/Specialresolution through the process of Postal ballot in accordance with provisions of section 192A of the companies Act 1956read with the companies (passing of the Resolution by Postal Ballot) Rules 2011. Details of the same are given below.

Sr.No.

Particulars Date

1. Date on which consent of Ms. Harpreet Parashar, Company Secretary in Practice, to actas Scrutinizer for the Postal Ballot of the Company was obtained.

15.04.2013

2. Date on which Board Meeting was held to pass the following resolutions:1. Increase in Authorised Share Capital2. Alteration of Articles of Association3. Alteration of Memorandum of Association4. Bonus shares5. Sub Division of nominal Value of Shares6. Shifting of Registered office of Company within same city town or village7. Accept the Resignation of Mr. Rupesh Soni8. The draft Notice of postal ballot along with Explanatory Statement and Postal

Ballot Forms.9. Appointment of Ms. Harpreet Parashar as scrutinizer10.Approve the Calendar of Events

16.04.2013

3. Calendar of Events to be forwarded to Registrar of Companies, Madhya Pradesh, Gwaliorwithin One week of Passing of Board Resolution.

23.04.2013



4. Date of Completion of Dispatch of notice along with Postal Ballot Form (underRegistered Post)

23.04.2013

5. Release of Advertisement in the newspaper giving the:1. Date of Completion of dispatch of the Notice and Postal Ballot Forms.2. Date of commencement of voting through Postal Ballot3. Date of end of voting through Postal Ballot4. Last date for receipt of Postal Ballot forms by Scrutinizer.5. Members who have not received the Postal Ballot forms may apply to the

Company and obtain a duplicate thereof.

24.04.2013

6. Last date for receipt of Postal Ballot Forms by the scrutinizer. 23.05.2013

7. Date of Declaration of the result. 25.05.2013

8. Last date of handing over by the scrutinizer of the Postal Ballot Forms, the registermaintained in accordance with Rule5(e) the Postal Ballot Rules

24.06.2013

9. Last date of signing of the Minutes book by the Chairman in which the results of thePostal Ballot is recorded.

24.06.2013

Particulars of Resolutions Passed-1. Ordinary Resolution for Increase in Authorised Share Capital.

2. Special Resolution for Alteration of Article of Association.

3. Special Resolution for Alteration of Object Clause of Memorandum of Association.

4. Ordinary Resolution for Issue f Bonus Shares.

5. Ordinary Resolution for Split of Nominal Value of share

Voting Pattern

Particulars Total Votes Total Votes Cast in favour of theresolution

Total Votes Cast against the resolution

Resolution 1 1578892 1578892(100.00% of the total valid votes casted)

0(0.00% of the total valid votes casted)









DISCLOSURES There are no materially significant transactions with the related parties’ viz. Promoters, Directors or the

Management, their subsidiaries or relatives conflicting with Company’s interest. Suitable disclosures as required bythe Accounting Standards (AS18) have been made in the Auditor Report.

In the preparation of the financial statements, the Company has followed the accounting standards issued by theInstitute of Chartered Accountants of India to the extent applicable.



There were no penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority onany matter related to capital markets, during the last three years.

MEANS OF COMMUNICATION The Company communicates with the shareholders at large through its Annual report and Annual General Meeting

and where required by calling extra ordinary General Meeting where required or by postal ballot process when it isconsidered as the most appropriate method of communication.

The Company keeps its shareholders & other stakeholders informed all the material developments by publication inthe News paper and also by informing the Stock Exchanges about the development.

The Board of Directors of the Company approves and takes on record the Un-audited financial results within 45 Daysfrom the close of the quarter and the results are announced to all the stock exchanges where the shares of thecompany are listed. Further the highlights of the quarterly results in the prescribed Performa are published in thenewspapers.

GENERAL SHAREHOLDER INFORMATION

a) Annual General Meeting- Date and Time: : 30th September 2014 at 11.00 A.M.

- Venue : 101, Ist Floor, 251, Nayapura, (PatharGodam), Indore (M.P.) 452003

b) Financial Year of the CompanyThe financial Year of the Company is from April 1st to March 31st

Tentative Schedule for financial Year 2014-15

- 1st Quarter ending June 30, 2014 : Declared on 14th August 2014- 2nd Quarter ending September 30, 2014 : Mid of November 2014- 3rd Quarter ending December 31, 2014 : Mid of February 2015- Annual Result for the year ended March 31, 2015 : End of May 2015

c) Date of Book Closure : 22nd September to 30th September 2014(Both Days inclusive)

d) Registered Office : 101, Ist Floor, 251, Nayapura, (PatharGodam), Indore (M.P.)

e) Dividend Payment Date : Not Applicable as the Board has notrecommended any dividend

f) Listing of Equity Shares on Stock Exchanges : BSE LimitedDelhi Stock Exchange Limited,Madhya Pradesh Stock Exchange Limited

g) Stock CodeBSE Limited : 531597Delhi Stock Exchange : 8163Madhya Pradesh Stock Exchange : Not Available

h) Registrar & Share Transfer Agents : Skyline Financial Services Private LimitedIst Floor, D-153A, Okhla Industrial Area,Phase I, New Delhi 110020Email id: [email protected]



i) Market Price Data

MonthValue (In Rupee)

VolumesHigh Low

April 2013 380.50 270.00 123776May 2013 632.50 384.00 293035June 2013 724.00 38.00 2490983July 2013 66.00 50.00 3821890August 2013 62.85 46.45 2171215September 2013 45.55 34.00 1506348October 2013 33.35 27.95 2415177November 2013 53.90 31.90 1147371December 2013 71.25 49.25 2094194January 2014 80.60 56.20 7225777February 2014 71.80 43.15 8571011March 2014 48.15 27.40 5114482

j) Dematerialization of SharesThe Shares of the Company are in compulsory demat segment and are available for trading in both depository systems,i.e. NSDL and CDSL. As on 31st March 2014, 98.90 % of the total listed shares were held in dematerialised form and thebalance shares were held in physical form.

k) Outstanding GDRs/ADRs/Warrants or any other convertible instrumentsCompany does not have any GDRs/ADRs/Warrants or any other Convertible Instruments.

l) Address for CorrespondenceThe Correspondence may be addressed to Mr. Aditya Phanse, Managing Director of the Company, at the RegisteredOffice of the Company at 101, Ist Floor, 251, Nayapura, (Pathar Godam), Indore (M.P.) or Skyline Financial Services Pvt.Ltd., D-153A, Okhla Industrial Area, Phase –I, New Delhi 110020.

m) Investor Correspondence

(i) For transfer of shares, payment of dividend on shares and any other queries relating to the shares is handled by theCompany's Registrar & Share Transfer Agent at the following address:

Skyline Financial Services Pvt. Ltd.D-153A, Ist Floor, Okhla Industrial Area,Phase-I, New Delhi 110020Tel : 91-11-26812682, 64732681

ii) Ms Nupoor Mandowara has designated as the Compliance Officer of the Company as required under the ListingAgreement with Stock Exchange

n) Shareholding Pattern

The shareholding pattern as on 31st March 2014:

Category No. of shares heldPercentage ofShareholding

A. Shareholding of Promoter and PromoterGroup

(1) Indian 12266000 9.03(2) Foreign 0 0.00

Total (A) 12266000 9.03



B. Public Shareholding(1) Institutions(a) Mutual Funds/UTI 0 0.00(b) Financial Institutions/Banks 0 0.00(c) Foreign Institutional Investors 0 0.00(d) Any Other 0 0.00

Sub Total 0 0.00(2) Non Institutions(a) Bodies Corporate 34001327 25.02(b) Individuals 81556164 60.02(c) Any Other 8051209 5.93

Sub Total (B) 123608700 90.97Total (A+B) 135874700 100.00

o) Distribution of Shareholding as on 31.03.2014

Category (Amount)No. of

Shareholders% of

ShareholdersTotal Number of

Shares% of Total Number of Shares

1 - 5000 114 14.09 16319 0.01

5001 - 10000 21 2.60 17930 0.01

10001 - 20000 29 3.58 51835 0.04

20001-30000 8 0.99 21660 0.02

30001-40000 54 6.67 213095 0.16

40001 - 50000 10 1.24 48066 0.04

50001 - 100000 120 14.83 1132957 0.83

100001 & Above 453 56.00 134372838 98.89

TOTAL 809 100.00 135874700 100.00

For & on behalf of the Board of Directorsof Midland Polymers Limited

Sd/- Sd/-Aditya Phanse Dinesh Kumar GundManaging Director DirectorDIN: 06644440 01748590




Certificate by Managing Director on compliance with the conditions of Corporate Governance under Clause 49 of theListing Agreement(s)

The Board of DirectorsMidland Polymers LimitedIndore, M.P.

I, Aditya Phanse, Managing Director and Chief Financial Officer of the Company responsible for the finance and overallfunctions of the Company hereby certify that for the Financial Year 2013-14:

I have reviewed the financial statements and the cash flow statement and that to the best of my knowledge and belief: -

These statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading;

These statements together present a true and fair view of the Company's affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year 2013-14which are fraudulent, illegal or violate the Company's code of conduct.

I accept responsibility for establishing and maintaining internal controls and that I have evaluated the effectiveness ofthe internal control systems of the Company and I have disclosed to the auditors and the Audit Committee thosedeficiencies, of which I am aware, in the design or operation of the internal control systems and that I have taken therequired steps to rectify these deficiencies.

I further certify that: -

a. there have been no significant changes in internal control during this year.b. there have been no significant changes in accounting policies during this year.c. there have been no instances of significant fraud of which I have become aware and the involvement therein, ofmanagement or an employee having a significant role in the Company's internal control system.

Sd/-Aditya Phanse

Date: 28.08.2014 Managing DirectorPlace: Indore (M.P.) DIN: 06644440_________________________________________________________________________________________________

Declaration by the Managing Director under Clause 49 of the Listing Agreement

As per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, the Company has laid down a Codeof Conduct for its Board of Directors and Senior Management.

I, Aditya Phanse, the Managing Director of the Company, hereby confirm the compliance of the code of conduct by meand other members of the Board of Directors and Senior Management personnel as affirmed by them individually, forthe year ended 31st March, 2014.

Sd/-Aditya Phanse

Date: 28.08.2014 Managing DirectorPlace: Indore (M.P.) DIN: 06644440



C E R T I F I C A T E

To,

The MembersMidland Polymers LimitedIndore, M.P.

We have examined the compliance of conditions of corporate governance by M/s. Midland Polymer Limited for the yearended on 31.03.2014 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchange(s).

The compliance of conditions of corporate governance is the responsibility of the management. Our examination waslimited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the Compliance status ofthe company with the Clause 49 of Listing Agreement.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above mention ListingAgreement.

We further state that such compliance is neither as assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For Lokesh Vyas & Co.Chartered Accountant

Sd/-Lokesh Vyas(Proprietor)

M. No. 405296Place: 28.08.2014Date: Indore



INDEPENDENT AUDITOR’S REPORT

To,The Members of,M/s Midland Polymers Limited,Indore, M.P.

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Midland Polymers Limited (“the Company”),which comprises the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flowstatement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company in accordance with the AccountingStandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with thegeneral circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internalcontrol relevant to the preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimatesmade by management, 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 auditopinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the 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, 2003 (“The Order”), as amended, issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement onthe matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary 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 appearsfrom our examination of those books

c) The Balance Sheet, Statement of Profit and Loss and cash flow statement dealt with by this Report are inagreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with theAccounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with thegeneral circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section133 of the Companies Act 2013; and

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on recordby the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed asa director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government had not issued any notification as to the rate at which cess is to be paid undersection 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing themanner in which such cess is to be paid, no cess is due and payable by the companies.

For Lokesh Vyas & CompanyChartered Accountants

FRN No. 016344C

Sd/-CA Lokesh Vyas

ProprietorM No.405296

Place: IndoreDated: 30/05/2014



Annexure referred to the Auditor’s Report to the Shareholders of M/s Midland Polymers Limited on theaccounts for the year ended 31st March 2014.

1. In Respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details andsituation of Fixed Assets;

(b) According to the information and explanation given to us and the records produce to us, fixed assets havebeen physically verified by the management at reasonable intervals and no any material discrepancieswere noticed on such verification.

(c) Substantial parts of the fixed assets have not been disposed off during the year which affects the GoingConcern.

2. (a) According to the information and explanations given to us and the record produce to us for our verification, thecompany did not carry any inventory during the year. Hence therefore the said clause of physically verification ofinventory is not applicable to the company.

3 (a) According to the information and explanations given to us and the record produce to us for our verification, thecompany has neither granted nor taken any loans secured or unsecured from / to any Parties/Firm/Companieslisted in the register maintained under Section 301 of the Company Act, 1956. Accordingly the said clause and subclauses are not applicable to the company.

4. In our opinion and according to the information and explanation given to us and records produce to us, there isexists a reasonable internal control procedure commensurate with the size of the company and the nature of itsbusiness for the purchase of fixed assets and for the sale of goods. During the course of our audit, no majorweaknesses have been observed in the internal controls.

5. (a)On the basis of information and explanations given to us and records produced to us for our verification, all thecontract / arrangements, the particulars of which needed to be entered into the register maintained under section301 of the Act, have been recorded.

(b) Based on the information and explanations provided by the management to us, all transaction entered undersection 301 of the Companies Act, 1956, have been made/executed in pursuance of contract / arrangementsentered in the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacsin respect of any party during the year.

6. As per Information & Explanations given to us, the company has not accepted any deposits during the year fromthe public under section 58 of the Companies Act-1956. Accordingly the said clause of the Order is not applicableto the company.

7. As per Information & explanations given to us and record produce to us, the company has an internal audit systemcommensurate with its size of the company and the nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Act, hencethe said clause of the Order is not applicable to the company.

9. (a)According to the records of the company, the company has been regular in depositing undisputed statutorydues of the Income Tax and any other statutory dues with the appropriate authorities.

(b) According to the records of the company and information and explanations given to us, there are noundisputed amount payable in respect of Income tax and other Statutory Dues at the last date of the financial yearconcerned for a period for more than six months from the date they become payable except ESIC Demand of Rs.22937/-.



(c) The provisions of Employees State Insurance and Employees Provident Fund, Investor Education and ProtectionFund, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Leave Encashment, Gratuity Act and others RetirementBenefits Clauses are not applicable to the company.

10. The company does not have any accumulated losses at the end of the financial year and has not incurred any cashlosses in the current year and immediate preceding financial year.

11. The company has not taken any loan from financial institute of bank hence the said clause of default in repaymentof dues to the said parties is not applicable.

12. According to the records of the company and information & explanations given to us, the company has notgranted loans and advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. According to the records of the company and information & explanations given to us, the company is not a chitfund or nidhi/mutual benefit fund / societies, accordingly the said clause of the Order is not applicable to thecompany.

14. According to the information and explanations given to us, the Company has maintained proper records of thetransaction and contracts relating to dealing in shares and commodities and timely entries have been made therein. Further during the year, Company has acquired 900000 unquoted equity shares at a total consideration of Rs.360.00 Lacs of M/s Protect Nature Private Limited ("PNPL") (97.26% Holding of "PNPL"). Pursuant to the saidacquisitions, PNPL became subsidiaries of the Company. Investments are valued at Cost.

15. According to the records of the company and information & explanations given to us the company has not givenany guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company and information & explanations given to us the company has not takenany term loan facility from any bank or financial institutions.

17. On the basis of an overall examination of the balance sheet and cash flows of the company and as per theinformation and explanations given to us, we report that the company has not utilized any fund raised on shortterm basis for long term investment and vice versa. Except unutilized Preference Equity Share Issue Proceeds whichhave been temporarily held in short term interest bearing liquid loans.

18. During the year the Company has not made any preferential allotment of shares to parties or companies coveredin the register maintained under section 301 of the Companies Act 1956.

19. The company has not issued any debentures during the year. Accordingly the said clause of the Order is notapplicable to the company.

20. According to the information and explanations given to us, during the year covered by our audit report, theCompany has not raised any money by public issue.

21. Based on our audit procedures performed and the information and explanation given to us by the management wereport that no fraud on or by the company has been noticed or reported during the year that caused the financialstatement to be materially misstated, nor we have informed of such case by the Management.


FRN No. 016344C

Sd/-CA Lokesh Vyas



(Amount in Rs.)

Particulars Note As At31st March, 2014

As At31st March, 2013

I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 1 135,874,700 67,937,350(b) Reserves and Surplus 2 4,820,636 68,815,351

(2) Non - Current Liabilties(a) Deferred tax liabilities (Net) 3 8,939 14,598

(3) Current Liabilities(a) Trade Payables 4 80,531 138,957(b) Other Current Liabilities 5 34,836,577 969,342(c) Short Term Provision 6 848,390 311,227

Total Equity & Liabilities 176,469,773 138,186,825II.ASSETS(1) Non-Current Assets(a) Fixed Assets 7 -Tangible Assets 127,512 127,744(b) Non-Current Investments 8 36,620,000 620,000(c) Long Term Loans and Advances 9 2,232,625 4,815,125(d) Other Non Current Assets 10 820,631 930,525

(2) Current Assets(a) Current Investments - -(b) Trade Receivables - -(c) Cash and cash equivalents 11 652,701 494,004(d) Short-term loans and advances 12 132,655,414 128,809,880(e) Other current assets 13 3,360,890 2,389,547

Total Assets 176,469,773 138,186,825

Significant Accounting Policies and Additional Informations ------20The Notes referred to above form an integral part of the Financial StatementsAs per our separate report on even date

For Lokesh Vyas & CompanyChartered AccountantsFRN No.016344C

Sd/- Sd/-CA.Lokesh Vyas Aditya Phanse Dinesh Kumar GundProprietor Managing Diector DirectorMembership No. : 405296 DIN: 06644440 DIN: 01748590

Place: Indore


Date: 30.05.2014

Balance Sheet as at 31st March, 2014

For Midland Polymers Limited

Sd/-

(Amount in Rs.)

Particulars Note For the year ended31st March, 2014

For the year ended31st March, 2013

Income:Revenue from Operations - -Other Income 14 8,731,750 3,734,911

Total Revenue 8,731,750 3,734,911Expenses:Employee Benefit Expenses 15 1,567,302 883,390Financial Costs 16 2,382 15,214Depreciation and Amortisation Expense 17 166,626 114,295Other Expenses 18 2,543,118 1,013,957

Total Expenses 4,279,428 2,026,856Profit/(Loss) Before Exceptional and Extraordinary Items and Tax 4,452,322 1,708,055Exceptional Items - -Profit/(Loss) Before Extraordinary Items and Tax 4,452,322 1,708,055Extraordinary Items - -Profit/(Loss) Before Tax 4,452,322 1,708,055Tax expense:Current tax (848,390) (311,227)Deferred tax liabilities (Made) / Reversed 5,659 (14,598)MAT Credit Entitlement 333,045 -Income Tax paid for Earlier Year - (19,365)Profit/(Loss) from the Period from Continuing Operations 3,942,636 1,362,865Profit/(Loss) from Discontinuing Operations - -Tax expense of Discounting Operations - -Profit/(Loss) from Discontinuing Operations - -

Profit/(Loss) for the Year 3,942,636 1,362,865

Earning per Equity Share 19 (1) Basic & Diluted 0.32 0.29

Significant Accounting Policies and Additional Informations ------ 20

The Notes referred to above form an integral part of the Financial StatementsAs per our separate report on even date


Sd/- Sd/-CA.Lokesh Vyas Aditya Phanse Dinesh Kumar GundProprietor Managing Diector DirectorMembership No. : 405296 DIN: 06644440 DIN: 01748590

Place: Indore



Statement of Profit and Loss for the year ended 31st March, 2014


Sd/-

Date: 30.05.2014

Amount in Rs.For the Year For the Year2013-2014 2012-2013

A. Cash Flow From Operating Activities :

NET PROFIT BEFORE TAX & EXTRA ORDINARY ITEMS 4452322 1708055

ADJUSTMENT FOR :-Depreciation & Amortisation Expenses 166626 114295Interest Received (9610733) (3660163)Dividend Recd. 0 (74748)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (4991785) (1912561)

ADJUSTMENT FOR :-(Increase) / Decrease in Loans & Advances (3845534) (119632662)(Increase) / Decrease in Other Current Assets (949526) (348238)(Decrease) / Increase in Current Liabilities 33808809 1029315

CASH GENERATED FROM OPERATION 24021964 (120864146)Direct Taxes Paid 0 (19365)Cash Flow before Extra Ordinary Items 24021964 (120883511)

NET CASH FROM OPERATING ACTIVITIES ( A ) 24021964 (120883511)

B. CASH FLOW FROM INVESTING ACTIVITIES :-Purchase of Assets (56500) (115000)Purchase of Investment in Subsidiary Company (36000000) 0Liquidate Long Term Advances 2582500 2360179Dividend Recd. 0 74748Interest Received 9610733 3660163NET CASH FROM INVESTING ACTIVITIES ( B ) (23863267) 5980090

C. CASH FLOW FROM FINANCIAL ACTIVITIES :-Proceeds received from Issue of Shares 0 28612350Proceed received from Security Premium 0 87267670Deferred Revenue Expenditure made for Prefrential Allotment 0 (549468)NET CASH FROM FINANCING ACTIVITIES ( C ) 0 115330552

Net Increase in Cash & Cash Equivalent (A + B + C ) 158697 427131Cash & Cash Equivalent As At 31-03-2013 & 31-03-2012 494004 66873Cash & Cash Equivalent As At 31-03-2014 & 31-03-2013 652701 494004


Sd/- Sd/- Sd/-CA.Lokesh Vyas Aditya Phanse Dinesh Kumar GundProprietor Managing Diector DirectorMembership No. : 405296 DIN: 06644440 DIN: 01748590

Place: Indore

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014

Date: 30.05.2014




Notes to the financial statementNote : 1 Share Capital (Amount in Rs.)

Sr. No Particulars Current Year Previous Year1 Authorised Share Capital:

13,60,00,000 Equity Shares of Rs. 1/- each. 136,000,000 110,000,000(1,10,00,000 Equity Shares of Rs. 10/- each.)

(After sub-division of shares from Rs. 10/- to Rs.1/- each on dated11.06.2013)

136,000,000 110,000,0002 Issued, Subscribed and Paid up Share Capital:

13,58,74,700 Equity Shares of Rs. 1/- each, Fully paid up 135,874,700 67,937,350(P.Y. 67,93,735 Equity Shares of Rs. 10/- each, Fully paid up)( 6793735 Number of shares issued as fully paid-up by way of Bonus Shares in the ratio of 1:1 from Securities Premium Accountand thereafter sub-division of shares from Rs. 10/- to Rs.1/- eachon dated 11.06.2013)

Total 135,874,700 67,937,350

Footnotes

Sub-Division of shares

The details of Shareholders holding more than 5% shares:Sr. No. Name of the Shareholder Current Year Previous Year

1 Rudh Equities and Investment Advisiors Pvt. Ltd.-No. of Shares 9,760,000 488,000-% held 7.18 7.18

The reconciliation of the number of shares outstanding is set out below Current Year(No. of Shares)

Previous Year(No. of Shares)

1) Issued, Subscribed & Fully Paid up Share Capital:Equity Shares at the beginning of the year 67,937,350 3,932,500Add: Bonus Shares issued during the year in the ratio of 1:1 67,937,350 2,861,235Less: Shares buy-back during the year - -Equity Shares at the end of the year 135,874,700 6,793,735



Particulars

The Company has one class of equity shares having a par value of Rs. 1/- per share. Each shareholder is eligible for onevote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in theensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholdersare eligible to receive the remaining assets of the Company after distribution of all preferential amounts,in proportion totheir shareholding.

During the year, equity shares of the company were sub divided from par value of Rs.10 to 10 equity shares of Rs.1 eachresulting in total number of Equity Shares increased to 135874700 equity shares of Rs. 1/- each.67,93,735 Equity Shares out of the issued, subscribed and paid up share capital were allotted as Bonus Shares in the lastfive years by capitalisation of Securities Premium Account and Reserves.

Note : 2 Reserves & Surplus Sr. No Particulars Current Year Previous Year

1 Profit & Loss AccountAs Per last Balance Sheet (30,975,140) (32,338,005)Add: Profit / (Loss) for the year 3,942,635 1,362,865Sub Total (a) (27,032,505) (30,975,140)

2 Security Premium AccountOpening Balance 87,267,670 -Add : Securities premium credited on Share issue - 87,267,670Less : Utilised for issue of Bonus Share 67,937,350 -Sub Total (b) 19,330,320 87,267,670

3 General ReserveAs Per last Balance Sheet 3,500,000 3,500,000Add: Addition for the year - -Sub Total (c ) 3,500,000 3,500,000

4 Capital ReserveAs Per last Balance Sheet 9,022,821 9,022,821Add: Addition for the year - -Sub Total (d) 9,022,821 9,022,821

Total (a to d) 4,820,636 68,815,351

Note :3 Deferred Tax Liabilities (Net) Sr. No Particulars Current Year Previous Year

1 Opening Balance 14,598 -Add : On Account of Depreciation - 14,598Less : Reversed on account of timing difference 5,659

Total 8,939 14,598

Note :4 Trades Payable Sr. No Particulars Current Year Previous Year

1 Sundry Creditors for Material/Supplies 80,531 138,957Total 80,531 138,957

Note : 5 Other Current Liabilities Sr. No Particulars Current Year Previous Year 1 Expenses Payable 1,677,994 969,342 2 Sundry Creditor for Capital Items 32,279,600 - 3 Sundry Creditor for Other Transaction 878,983 -

Total 34,836,577 969,342



Note : 6 Short Term Provision Sr. No Particulars Current Year Previous Year 1 Provision for Income Tax 848,390 311,227

Total 848,390 311,227

Note : 8 Non Current Investment Sr. No Particulars Current Year Previous Year

1 Investment in Equity Instrument 600,000 600,0002 Investment in Government or Trust Securities 20,000 20,0003 In Equity Share of Subsidiary Company

900000 Shares of M/s Protect Nature Private Limited of Rs. 10/- each. 36,000,000 -Total 36,620,000 620,000

Note : 9 Long Term Loans and Advances Sr. No Particulars Current Year Previous Year

I) Capital Assets-Secured & considered good - 2,000,000

II) Security Deposit-Secured & considered good 182,625 165,125

III) Other Loans & Advances-Unsecured & considered good 2,050,000 2,650,000

Total 2,232,625 4,815,125

Note : 10 Other Non Current Assets Sr. No Particulars Current Year Previous Year

Deferred Revenue Expenditure(to be written off) 439,574Add : Deferred Revenue Exp. Incurred for Prefrential Issue - 549,468Less : W/off 1/5th during the year 109,894 109,894

329,680 439,574Trade Receivables(Outstanding for a period more than twelve months)-Unsecured & considered good 490,951 490,951

Total 820,631 930,525

Note : 11 Cash & Cash Equivalent Sr. No Particulars Current Year Previous Year

1 Cash-on-Hand 448,360 41,5862 Balance with Banks 204,341 452,418

Total 652,701 494,004



During the year, Company has acquired 900000 unquoted equity shares at a total consideration of Rs. 360.00 Lacs of M/sProtect Nature Private Limited ("PNPL") (97.26% Holding of "PNPL"). Pursuant to the said acquisitions, PNPL becamesubsidiary of the Company.

As per policy of company management, Deferred Revenue Expenditure incurred for Prefrential Issue, would be writen offin five financial year commencing from financial year 2012-2013.

Note : 7 Fixed Assets

Tangible Assets:

Office Equipments 13.91% 178,019 0 0 178,019 163,259 2,053 0 165,312 12,707 14,760

Computer 40.00% 115,000 0 0 115,000 2,016 45,194 0 47,210 67,790 112,984

Furniture & Fixtures 18.10% 0 56,500 0 56,500 0 9,485 0 9,485 47,015 0

293,019 56,500 0 349,519 165,275 56,732 0 222,007 127,512 127,744178,019 115,000 0 293,019 160,874 4,401 0 165,275 127,744 17,145


As at31-03-2014

As at01-04-2013

As at01-04-2013

Upto 31-03-2014


TotalPrevious Year

As at31-03-2013

AdditionsDeductions/Adjustments

As at31-03-2014

(Amount in Rs.)

For the yearDeductions/Adjustments

Description Rate

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

Note : 12 Short Terms Loans and Advances Sr. No Particulars Current Year Previous Year

-Unsecured & considered gooda) Advance to Suppliers 16,500,000 17,000,000 b) (a) Other Advances (Recoverable in cash or Kind, for value to be

received) 116,155,414 111,809,880

Total 132,655,414 128,809,880

Note : 13 Other Current Assets Sr. No Particulars Current Year Previous Year

1 Advance Income Tax/ MAT Credit Entitlement 2,374,354 2,041,3092 Tax Deducted at source 949,525 348,2383 Income Tax Refund (F.Y. 2011-2012) 37,011 -

Total 3,360,890 2,389,547

Note : 14 Other IncomeSr. No Particulars Current Year Previous Year

1 Interest income ((T.D.S. 949525/- P.Y. 348238/-) 9,610,733 3,660,1632 Dividend Received - 74,7483 Trading in Commodities (Net) (878,983) -

Total 8,731,750 3,734,911

Note : 15 Employee Benefit ExpensesSr. No Particulars Current Year Previous Year

1 Staff Salary Expenses 1,329,030 850,4502 Director Remuneration 120,000 -3 Staff Welfare Expenses 118,272 32,940

Total 1,567,302 883,390

Note : 16 Financial ExpensesSr. No Particulars Current Year Previous Year

1 Bank Charges 2,382 15,214Total 2,382 15,214

Note : 17 Depreciation and Amortisation ExpenseSr. No Particulars Current Year Previous Year

1 Depreciation 56,732 4,4012 1/5th Deferred Revenue Exp. Written off 109,894 109,894

Total 166,626 114,295



Note : 18 Other ExpensesSr. No Particulars Current Year Previous Year

1 Audit Fees-Statutory Audit Fees 15,000 15,000

2 Travelling Expenses 1,114,810 372,8053 Legal & Professional Expenses 311,890 141,6854 Postage & Courier Expenses 54,480 12,3665 Printing & Stationary Expenses 196,709 107,3106 Rent , Rates & Taxes 150,800 95,0007 Telephone Expenses 34,868 16,5508 Misc. Expenses 85,034 62,4459 Result Publication Charges 252,453 83,404

10 Books & Periodicals 10,527 7,38011 CDSL, NSDL & Share Trasnfer Agent Charges 147,942 13,48212 Listing Fees 89,888 28,09013 Conveyance & Vehicle Running Expenses 66,934 50,66014 Electricity Expenses 11,783 7,780

Total 2,543,118 1,013,957

Note : 19 Earning Per ShareSr. No Particulars Current Year Previous Year

(i) Net Profit after tax as per Statemnet of Profit & Loss attributable toEquity Sahareholder

3942636 1362865

(ii) Weighted Average number of equity shares used in denominator forcalculating Earnings per Share

12247336 4669366

(iii) Basic & Diluted Earnings per Share 0.32 0.29

(iv) Face Value per Equity Shares 1 10





SCHEDULE ANNEXED TO AND FORMING PART OF THE ACCOUNTSFOR THE YEAR ENDED 31ST MARCH 2014.

NOTE NO. 20SIGNIFICANT ACCOUNTING POLICIES AND ADDITION INFORMATIONS:-

A. SIGNIFICANT ACCOUNTING POLICIES

GENERALThese financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP)under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards asprescribed by the Companies (Accounting Standards) Rules, 2006, the provisions of the Companies Act, 1956 andguidelines issued by the Securities and Exchange Board of India (SEBI).

METHOD OF ACCOUNTINGThe Company is following Mercantile System of Accounting and recognize income and expenditure on accrual basis.

USE OF EXTIMATESThe preparation of the financial statements in conformity with GAAP requires estimates and assumptions to be madethat effect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at thedate of the financial statements and reported amounts of income and expenses during the reporting period.Difference between the actual results and estimates are recognized in the period in which the results are known \materialized.

FIXED ASSETS:Fixed assets are stated at cost of acquisition inclusive of freight, duties, taxes & all other incidental expenses. Nofixed assets has been revalued in the financial statement.

DEPRECIATION AND AMORTISATIONThe company has provided depreciation on assets on WDV method at the rates and in the manner specified inschedule XIV of the Companies Act, 1956.

Expenditure related to Preferential allotment has been debited to deferred revenue expenditure and 1/5 th portion ofthe same had been written during the year.

INVENTORIESDuring the year, company does not have inventory.

INVESTMENTSDuring the year, Company has acquired 900000 unquoted equity shares at a total consideration of Rs. 360.00 Lacs ofM/s Protect Nature Private Limited ("PNPL") (97.26% Holding of "PNPL"). Pursuant to the said acquisitions, PNPLbecame subsidiaries of the Company. Long Term Investments are stated at Cost.

TAXES ON INCOME:Tax Expense is the aggregate of Current Tax and Deferred Tax.

Tax Liability of the company is estimated considering the Provision of the Income Tax Act-1961.

Deferred Tax is recognized subject to the consideration of Prudence, on timing difference being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one ormore subsequent year.

MAT Credit Entitlement of Rs. 23,74,354/- pertaining to the earlier years has been account for, for set off insubsequent years as per Section 115JAA of the Income tax Act.

EARNING PER SHARE:Basic earnings per share is computed by dividing the net profit after tax by the weighted average number of equityshares outstanding during the period. Diluted earnings per share is computed by dividing the profit after tax by the



weighted average number of equity shares considered for deriving basic earnings per share and also the weightedaverage number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.

B. ADDITIONAL INFORMATION

1. The Company was declared a Sick Industrial Company on dated 18/10/2002 as per the provision of SickIndustrial Company Act, 1985 (SICA). Thereafter net worth of the company turned positive as per the AuditedBalance Sheet of 31.03.2009 and accordingly company ceased to be a sick industrial unit as per the provision ofSick Industrial Company Act, 1985 (SICA). The Company is in the Process of Growing / Rehabilitation accordinglyaccounts have been prepared on “Going Concern Basis”.

2. Investments :-

(a) National Saving Certificate of Rs. 20000/- (Previous Year Rs 20000/-) are lodged with Sales Tax Department andare held in the name of one of the Director of the Company.

(b) The Company holds unquoted shares in the form of Investments amounting of Rs. 6,00,000/- (P.Y. Rs. 6,00,000/-) which are considered good. In the opinion of the Management, no provision us made in accounts in respect ofsuch investments.

(c) During the year, Company has acquired 900000 unquoted equity shares at a total consideration of Rs. 360.00Lacs of M/s Protect Nature Private Limited ("PNPL") (97.26% Holding of "PNPL"). Pursuant to the saidacquisitions, PNPL became subsidiaries of the Company.

3. The figures of the previous year have been re-groped and re-arranged as & where required.

4. In opinion of the Board of Directors and best of our knowledge and belief, the value on realization of Loans &Advances, Sundry Debtors and other current assets and long term loans & advances are in the ordinary course ofbusiness and will not be less then the amount at which they are stated in the Balance Sheet.

5. In opinion of the Board of Directors and best of our knowledge and belief, the value on realization of Loans &Advances, Sundry Debtors and other current assets and long term loans & advances are considered good andthe confirmation from such advances / assets are still awaited.

6. Traveling Exp., included exp. incurred by the Director of the company for the purpose of the business of thecompany

7. Related Party Disclosure: Director has certify that there were no transaction ‘with Related Parties, exceptDirector Remuneration paid to Managing Director of Rs. 1.20 Lacs, as per Accounting Standard 18 on “RelatedParty Disclosure” issued by the Institute of Chartered Accountants Of India.

8. The Provision for Income Tax (MAT) has been made as per Income Tax Act. Deferred Tax Liability & Assetscalculated as per AS-22 issued by ICAI.

9. Transaction related to MSME’s: No Information has been recd. From suppliers towards their status being smallscale/ancillary undertaking / MSME’s.

10. Estimated amounts of contracts remaining to be executed on capital account and not provided for Rs. Nil(Previous Yeas Nil.)

11. Earning per Share (AS-20)Sr. No. Particulars 2013-2014 2012-2013

a. Net Profit / (Loss) after Tax (In Rs.) 3942636 1362865b. Number of fully paid up Equity Share. 135874700 6793735c. Weighted average number of Equity Share Outstanding for the

year12247336 4669366

d. Earning per share (Basic) (In Rs.) 0.32 0.29



2013-2014 2012-2013Remuneration to AuditorsAudit Fees Rs. 15000 Rs. 15000

Remuneration to DirectorSalary & Other Perquisite Rs. 120000 NIL

Expenditure/Earningin Foreign Currency NIL NIL

12 None of the employees of the company were in receipt of remuneration in excess of limits specified undersection 217(2A) of the Companies Act, 1956.

13 Previous year figures have been regrouped, reclassified and recast wherever considered necessary to makethem comparable with current year figures.

14 In absence of proper information in respect of trade payables as to their status as Micro, Small and Mediumenterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006, Company is not in aposition to state information required.

15 During the year, the Company announced issue of Bonus Shares in the ratio of 1:1 from capitalization of securitypremium account and thereafter equity shares of the company sub divided from par value of Rs.10 to 10 equityshares of Rs.1 each resulting in total number of Equity Shares increased to 135874700 equity shares of Rs. 1/-each.

16 Estimated amounts of contracts remaining to be executed on capital account and not provided for Rs. Nil(Previous Yeas Nil.)

17 Cash balance has not been verified at the end of accounting year and taken as certified by the management.

18 Retirement BenefitsProvision for Gratuity / Leave Encashment / Provident Fund / E.S.I.C. etc. are not Applicable to the company.

Signature on Schedule along with Significant accounting policies and Additional Information

AS PER OUR REPORT OF EVEN DATEFor Lokesh Vyas & Company M/s Midland Polymers LimitedChartered AccountantsFRN No.016344C

Sd/- Sd/- Sd/-CA Lokesh Vyas Aditya Phanse Dinesh Kumar Gund(Proprietor) Managing Director DirectorM No. 405296 DIN: 06644440 DIN: 01748590

Place: IndoreDated: 30.05.2014



Independent Auditor’s Report

To,The Members of,M/s Midland Polymers Limited,Indore, M.P.

1. We have audited the Consolidated Financial Results of ‘Midland Polymers Limited’ (“the Company”) for theyear ended 31st March, 2014, attached herewith, being submitted by the Company pursuant to therequirement of clause 41 of Listing Agreement, except for the disclosures regarding ‘Public Shareholding’ and‘Promoter and Promoter Group Shareholding’ which have been traced from the disclosures made by theManagement and have not been audited by us. These Consolidated Financial Results are prepared on the basisof Financial Statement of the Company and its subsidiaries, which are the responsibility of the Company’sManagement and have been approved by the Board of Directors. Our responsibility is to express an opinion onthese financial results based on our audit of such Financial Statement.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whether theConsolidated Financial Statements are free of material misstatement(s). An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well as evaluatingthe overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. We did not audit the Financial Statements of subsidiaries includes in the Consolidated Financial Statements.These financial statements and other financial information of the 1 subsidiaries have been audited by otherauditor whose reports have been furnished to us, and our opinion on the Consolidated Financial Statements tothe extent they have been derived from such financial statements is based solely on the report of such otherauditors. Details of the Subsidiary are as follows:

Particulars Protect Nature Private Limited(Amount in INR)

Country of Incorporation India

Total Capital Employed 3,87,93,576

Total Assets 3,87,93,576Profit after Tax for the Year NA

Interest of Holding Company (in %) 97.26%

Interest of Minority (in %) 2.74%Minority Share (in Currency) 995085

4. We report that the Consolidated Financial Statements prepared by the company is in accordance with therequirements of Accounting Standards (AS) 21 on, “Consolidated Financial Statements” issued by the Instituteof Chartered Accountants of India.

5. Based on our audit and on consideration of reports of other auditors on financial statements of subsidiarycompanies, and to the best of our information and according to the explanation given to us, we are of theopinion that the attached Consolidated Financial Statements give a true and fair view in the conformity withthe accounting principles generally accepted in India:



a. In case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014.

b. In case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the period ended

March 31, 2014; and

c. In case of the Consolidated Cash Flow Statement, of the cash flow of the Group for the year ended on that

date.


FRN No. 016344C

Sd/-CA Lokesh Vyas



Particulars Note As At 31st March, 2014

I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 1 135,874,700(b) Reserves and Surplus 2 4,820,636

(2) Share Capital Pending for Allotment 200,000

(3) Minority Interest 995,085

(4) Non - Current Liabilties(a) Long Term Borrowings 3 1,720,764(b) Deferred tax liabilities (Net) 4 8,939

(5) Current Liabilities(a) Trade Payables 5 435,531(b) Other Current Liabilities 6 35,081,889(c) Short Term Provision 7 866,890

Total Equity & Liabilities 180,004,434II.ASSETS(1) Non-Current Assets(a) Fixed Assets 8 (i) Tangible Assets 1,620,762 (ii) Goodwill (On Consideration of Subsidiary) 741,085

(b) Non-Current Investments 9 620,000(c) Long Term Loans and Advances 10 37,232,625(d) Other Non Current Assets 11 2,198,672

(2) Current Assets(a) Current Investments -(b) Trade Receivables -(c) Cash and cash equivalents 12 1,295,798(d) Short-term loans and advances 13 132,934,602(e) Other current assets 14 3,360,890

Total Assets 180,004,434

Significant Accounting Policies and Additional Informations -- 21The Notes referred to above form an integral part of the Financial StatementsAs per our separate report on even date


Sd/- Sd/- Sd/-CA.Lokesh Vyas Aditya Phanse Dinesh Kumar GundProprietor Managing Diector DirectorMembership No. : 405296 DIN: 06644440 DIN: 01748590Place: Indore

Consolidated Balance Sheet as at 31st March, 2014

Date: 30.05.2014




Amount in Rs.

Particulars Note For the year ended31st March, 2014

Income:Revenue from Operations -Other Income 15 8,731,750

Total Revenue 8,731,750Expenses:Employee Benefit Expenses 16 1,567,302Financial Costs 17 2,382Depreciation and Amortisation Expense 18 166,626Other Expenses 19 2,543,118

Total Expenses 4,279,428Profit/(Loss) Before Exceptional and Extraordinary Items and Tax 4,452,322Exceptional Items -Profit/(Loss) Before Extraordinary Items and Tax 4,452,322Extraordinary Items -Profit/(Loss) Before Tax 4,452,322Tax expense:Current tax (848,390)Deferred tax liabilities (Made) / Reversed 5,659MAT Credit Entitlement 333,045Income Tax paid for Earlier Year -Profit/(Loss) from the Period from Continuing Operations 3,942,636

Share of Profit transferred to Minority Interest -Pre-acqusition Profit / (Loss) on Acquisition of Subsidiary -Profit/(Loss) for the year carried to Balance Sheet -

Profit/(Loss) for the year carried to Balance Sheet 3,942,636

Earning per equity share of face value of Rs.10/- each 20 (1) Basic & Diluted 0.32

Significant Accounting Policies and Additional Informations -- 21As per our separate report on even date


Sd/- Sd/- Sd/-CA.Lokesh Vyas Aditya Phanse Dinesh Kumar GundProprietor Managing Diector DirectorMembership No. : 405296 DIN: 06644440 DIN: 01748590Place: Indore

Place: Indore



Date: 30.05.2014

Consolidated Statement of Profit and Loss for the year ended 31st March, 2014

Date: 30.05.2014


Amount in Rs.

A. Cash Flow From Operating Activities :

NET PROFIT BEFORE TAX & EXTRA ORDINARY ITEMS 4452322

ADJUSTMENT FOR :-Depreciation & Amortisation Expenses 166626Interest Received (9610733)Dividend Recd. 0

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (4991785)

ADJUSTMENT FOR :-(Increase) / Decrease in Loans & Advances (3845534)(Increase) / Decrease in Other Current Assets (949526)(Decrease) / Increase in Current Liabilities 33869512

CASH GENERATED FROM OPERATION 24082667Direct Taxes Paid 0Cash Flow before Extra Ordinary Items 24082667

NET CASH FROM OPERATING ACTIVITIES ( A ) 24082667

B. CASH FLOW FROM INVESTING ACTIVITIES :-Purchase of Assets (56500)Purchase of Investment in Subsidiary Company (36000000)Liquidate Long Term Advances 2582500Dividend Recd. 0Interest Received 9610733NET CASH FROM INVESTING ACTIVITIES ( B ) (23863267)

C. CASH FLOW FROM FINANCIAL ACTIVITIES :-Proceeds received from Issue of Shares 0Proceed received from Security Premium 0Deferred Revenue Expenditure made for Prefrential Allotment 0Pre-opeartive Expenses Incurred (106510)NET CASH FROM FINANCING ACTIVITIES ( C ) (106510)

Net Increase in Cash & Cash Equivalent (A + B + C) 112890Cash & Cash Equivalent As At 31-03-2013 1182908Cash & Cash Equivalent As At 31-03-2014 1295798


Sd/- Sd/-CA.Lokesh Vyas Dinesh Kumar GundProprietor DirectorMembership No. : 405296 DIN: 01748590

Place: Indore



CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2014

For the Year 2013-14

Date: 30.05.2014


Sd/-Aditya PhanseManaging DiectorDIN: 06644440

Notes on Consolidated Financial Statements for the year ended 31st March, 2014

Note : 1 Share Capital Sr. No Particulars Current Year

1 Authorised Share Capital:13,60,00,000 Equity Shares of Rs. 1/- each. 136,000,000(1,10,00,000 Equity Shares of Rs. 10/- each.)(After sub-division of shares from Rs. 10/- to Rs.1/- each on dated 11.06.13

136,000,0002 Issued, Subscribed and Paid up Share Capital:

13,58,74,700 Equity Shares of Rs. 1/- each, Fully paid up 135,874,700(P.Y. 67,93,735 Equity Shares of Rs. 10/- each, Fully paid up)( 6793735 Number of shares issued as fully paid-up by way of Bonus Sharesin the ratio of 1:1 from Securities Premium Account and thereafter sub-division of shares from Rs. 10/- to Rs.1/- each on dated 11.06.2013)

Total 135,874,700

Footnotes

Sr. No. Name of the Shareholder Current Year1 Rudh Equities and Investment Advisiors Pvt. Ltd.

-No. of Shares 9,760,000-% held 7.18

The reconciliation of the number of shares outstanding is set out below Current Year

(No. of Shares)1) Issued, Subscribed & Fully Paid up Share Capital:Equity Shares at the beginning of the year 67,937,350Add: Bonus Shares issued during the year in the ratio of 1:1 67,937,350Less: Shares buy-back during the year -Equity Shares at the end of the year 135,874,700



The Company has one class of equity shares having a par value of Rs. 1/- per share. Each shareholder is eligible forone vote per share held. The dividend proposed by the Board of Directors is subject to the approval of theshareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation,the equity shareholders are eligible to receive the remaining assets of the Company after distribution of allpreferential amounts,in proportion to their shareholding.

During the year, equity shares of the company were sub divided from par value of Rs.10 to 10 equity shares of Rs.1each resulting in total number of Equity Shares increased to 135874700 equity shares of Rs. 1/- each. 67,93,735 Equity Shares out of the issued, subscribed and paid up share capital were allotted as Bonus Shares in thelast five years by capitalisation of Securities Premium Account and Reserves.

Particulars

The details of Shareholders holding more than 5% shares:

Note : 2 Reserves & Surplus Sr. No Particulars Current Year

1 Profit & Loss AccountAs Per last Balance Sheet (30,975,140)Add: Profit / (Loss) for the year 3,942,635Sub Total (a) (27,032,505)

2 Security Premium AccountOpening Balance 87,267,670Add : Securities premium credited on Share issue -Less : Utilised for issue of Bonus Share 67,937,350Sub Total (b) 19,330,320

3 General ReserveAs Per last Balance Sheet 3,500,000Add: Addition for the year -Sub Total (c ) 3,500,000

4 Capital ReserveAs Per last Balance Sheet 9,022,821Add: Addition for the year -Sub Total (d) 9,022,821

Total (a to d) 4,820,636

Note :3 Long Term Borrowings Sr. No Particulars Current Year

Loans & Advaces From Related Parties- From Directors & Their Relatives Mr. Dilip Bhamawat 1,720,764

Total 1,720,764

Note :4 Deferred Tax Liabilities (Net) Sr. No Particulars Current Year

1 Opening Balance 14,598Add : On Account of Depreciation -Less : Reversed on account of timing difference 5,659

Total 8,939

Note :5 Trades Payable Sr. No Particulars Current Year

1 Sundry Creditors for Material/Supplies 80,5312 Other Trade Paybles 355,000

Total 435,531



Note : 6 Other Current Liabilities Sr. No Particulars Current Year 1 Expenses Payable 1,677,994 2 Sundry Creditor for Capital Items 32,279,600 3 Sundry Creditor for Other Transaction 878,983 4 Other Paybles :

Lease Rent Payble to IMC 242,812Legal Expenses Payble 2,500

Total 35,081,889

Note : 7 Short Term Provision Sr. No Particulars Current Year 1 Provision for Income Tax 848,390 2 Provision for Audit Fees 18,500

Total 866,890

Note : 9 Non Current Investment Sr. No Particulars Current Year

1 Investment in Equity Instrument 600,0002 Investment in Government or Trust Securities 20,000

Total 620,000

Note : 10 Long Term Loans and Advances Sr. No Particulars Current Year

I) Capital Assets-Secured & considered good -

Amitex Engineering Services Private Limited, Mumbai 2,500,000Space Realcon Private Limited 4,000,000Swastik Infra Landmark India 5,000,000KGA Securities Private Limited 4,000,000Nalay Jain 7,500,000Ramandeep Kumar Rajpal 5,500,000Shakuntala Jain 3,000,000Skydot Builders Private Limited 3,500,000

II) Security Deposit-Secured & considered good 182,625

III) Other Loans & Advances-Unsecured & considered good 2,050,000

Total 37,232,625



Note : 8 Fixed Assets

Tangible Assets:

Office Equipments 13.91% 178,019 0 0 178,019 163,259 2,053 0 165,312 12,707 14,760

Computer 40.00% 115,000 0 0 115,000 2,016 45,194 0 47,210 67,790 112,984

Furniture & Fixtures 18.10% 0 56,500 0 56,500 0 9,485 0 9,485 47,015 0

Land under Lease 0.00% 39,900 0 0 39,900 0 0 0 0 39,900 0

Factory Building 0.00% 1,411,850 0 0 1,411,850 0 0 0 0 1,411,850 0

Plant and Equipment 0.00% 11,500 0 0 11,500 0 0 0 0 11,500 0

Furniture and Fixtures 0.00% 30,000 0 0 30,000 0 0 0 0 30,000 0

1,786,269 56,500 0 1,842,769 165,275 56,732 0 222,007 1,620,762 127,744


ANNUAL REPORT 2013-14(Amount in Rs.)

Description Rate

G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K

As at01-04-2013

Upto 31-03-2014

As at31-03-2014

Total

As at31-03-2013

AdditionsDeductions/Adjustments

As at31-03-2014

As at01-04-2013

For theyear

Deductions/Adjustments

Note : 11 Other Non Current Assets Sr. No Particulars Current Year

Deferred Revenue Expenditure(to be written off) 439,574Add : Deferred Revenue Exp. Incurred for Prefrential Issue -Less : W/off 1/5th during the year 109,894

329,680Preliminary & Pre-operative ExpensesOpening Balance 1,271,531Add : Addition during the yearAudit Fees 12,000Legal & RoC 26,000Office Expenses 1,510Stationary & Printing Expenses 1,180Telephone & Mobile 2,600Vehicle Running & Maintainence 1,730Lease Rent 60,703Bank Charges 787

1,378,041Trade Receivables(Outstanding for a period more than twelve months)-Unsecured & considered good 490,951

Total 2,198,672


As per policy of company management, Deferred Revenue Expenditure incurred for Prefrential Issue, would bewriten off in five financial year commencing from financial year 2012-2013.

Note : 12 Cash & Cash Equivalent Sr. No Particulars Current Year

1 Cash-on-Hand 1,080,7712 Balance with Banks

- In Current Account 204,341- Indusind Bank 200001307256 10,686

Total 1,295,798

Note : 13 Short Terms Loans and Advances Sr. No Particulars Current Year

-Unsecured & considered gooda) Advance to Suppliers 16,500,000 b) (a) Other Advances (Recoverable in cash or Kind, for value to be received) 116,155,414

Advance MCA Fees 179,188 Tender Deposit 100,000

Total 132,934,602

Note : 14 Other Current Assets Sr. No Particulars Current Year

1 Advance Income Tax/Refund Due/ MAT Credit Entitlement 2,374,3542 Tax Deducted at source 949,5253 Income Tax Refund (F.Y. 2011-2012) 37,011

Total 3,360,890

As per policy of company management, Deferred Revenue Expenditure incurred for Prefrential Issue, would bewriten off in five financial year commencing from financial year 2012-2013.


Note : 15 Other IncomeSr. No Particulars Current Year

1 Interest Received 9,610,7332 Dividend Received -3 Trading in Commodities (Net) (878,983)

Total 8,731,750

Note : 16 Employee Benefit ExpensesSr. No Particulars Current Year

1 Staff Salary Expenses 1,329,0302 Director Remuneration 120,0003 Staff Welfare Expenses 118,272

Total 1,567,302

Note : 17 Financial ExpensesSr. No Particulars Current Year

1 Bank Charges 2,382Total 2,382

Note : 18 Depreciation and Amortisation ExpenseSr. No Particulars Current Year

1 Depreciation 56,7322 1/5th Deferred Revenue Exp. Written off 109,894

Total 166,626


Note : 19 Other ExpensesSr. No Particulars Current Year

1 Audit Fees-Statutory Audit Fees 15,000

2 Travelling Expenses 1,114,8103 Legal & Professional Expenses 311,8904 Postage & Courier Expenses 54,4805 Printing & Stationary Expenses 196,7096 Rent , Rates & Taxes 150,8007 Telephone Expenses 34,8688 Misc. Expenses 85,0349 Result Publication Charges 252,453

10 Books & Periodicals 10,52711 CDSL, NSDL & Share Trasnfer Agent Charges 147,94212 Listing Fees 89,88813 Conveyance & Vehicle Running Expenses 66,93414 Electricity Expenses 11,783

Total 2,543,118

Note : 20 Earning Per ShareSr. No Particulars Current Year

(i) Net Profit after tax as per Statemnet of Profit & Loss attributable to EquitySahareholder

3942636

(ii) Weighted Average number of equity shares used in denominator for calculatingEarnings per Share

12247336

(iii) Basic & Diluted Earnings per Share 0.32(iv) Face Value per Equity Shares 1


Note21.1

21.2Name of Subsidiaries % of HoldingProtect Nature Private Limited 97.26%

21.3

21.4

21.5

21.6

21.7

21.8

As at 31.03.201414598

(5659)8939

8939

As at 31.03.201421.8 Payment to Auditors 15000

21.9

Name of the Related Parties RelationAditya Phanse Managing Director 120000 (Rs.)

21.10

In terms of our report attached.

Chartered Accountants(FRN : 016344C)

Sd/- Sd/- Sd/-Aditya Phanse Dinesh Kumar GundManaging Diector DirectorDIN: 06644440 DIN: 01748590

Place : IndoreDate : 30.05.2014


Note - 21 " Notes forming part of the consolidated financial statements for the year ended 31.03.2014"

ParticularsThis is first year of consolidation, so corresponding previous year figures are not been given.

In the opinion of the Board, all the items of current assets, long term loans and advances and other non current assets have avalue on realisation in the ordinary course of the business at least equal to the amount at which they are stated.

None of the employees of the company were in receipt of remuneration in excess of limits specified under section 217(2A) ofthe Companies Act, 1956.

Information of Subsidiary companiesCountry of incorporation and other particulars

A Company registered under the Companies Act, 1956 of Indiaand subsidiary of the Company since 31st March 2014.

In terms of AS-22, company has recognised deferred tax liability/(asset) for the year as follows:

ParticularsOpening Balance of Deferred Tax Liability

The various balances of long term loans and advances, other non current assets, trade payables, trade receivables and otheritems of current assets, as well as current and non current liabilities are unconfirmed from the parties concerned.

In absence of proper information in respect of trade payables as to their status as Micro, Small and Medium enterprises asdefined in the Micro, Small and Medium Enterprises Development Act, 2006, Company is not in a position to state informationrequired

The Provision for Income Tax (MAT) has been made as per Income Tax Act. Deferred Tax Liability & Assets calculated as per AS-22 issued by ICAI.

ProprietorM. No 405296

For Lokesh Vyas & Company For and on behalf of the Board of DirectorsMidland Polymers Limited

(CA Lokesh Vyas )

Related Party Disclosure: Director has certify that there were no transaction ‘with Related Parties, except DirectorRemuneration paid to Managing Director of Rs. 1.20 Lacs, as per Accounting Standard 18 on “Related Party Disclosure” issuedby the Institute of Chartered Accountants Of India.

Contingent liability and other commitments (to the extend not provided for) contingent liability.The Group do not have any material undisclosed contingent liability, hence no disclosure is required in this matter.

Director Remuneration PaidRemarks


Net deferred tax liability / (Assets)

Particulars

Less : On difference between book balance and tax balance of fixed assets (Reversal)



MIDLAND POLYMERS LIMITEDR.O.: 101 Ist Floor 251, Nayapura, Pathar Godam, Indore, Madhya Pradesh 452003

CIN: L02520MP1992PLC007293

ATTENDENCE SLIP(To be handed over at the entrance of the Meeting Hall)

TWENTY SECOND ANNUAL GENERAL MEETING

I/We hereby record my/our presence at the Twenty second Annual General Meeting of the Company held on Tuesday,30th September, 2014, at 11:00 a.m. at 101, Ist Floor 251, Nayapura, Pathar Godam, Indore, Madhya Pradesh 452003

Full Name of the Member(in BLOCK LETTERS) ........................................…………........................................................………………………………………………….

Regd. Folio No. ........................... No. of Shares held.....................Client Id*..................................... DP Id* ………………........................

Full Name of the Proxy (in BLOCK LETTERS) ……................................................…………………………………………………………………..

Member’s/Proxy’s Signature ……………………………..........................................................……………………………………………………….* Applicable for members having shares in electronic form.



PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

MIDLAND POLYMERS LIMITEDR.O.: 101 Ist Floor 251, Nayapura, Pathar Godam, Indore, Madhya Pradesh 452003

CIN: L02520MP1992PLC007293

Name of Member(s)

Registered Address

Folio No./DP ID Client Id:

E-mail Id:

I/We, being the member(s) of ........................................... shares of the above named Company, hereby appoint:

NameAddressEmail IdSignature

Or falling him/herNameAddressEmail IdSignature

Or falling him/herNameAddressEmail IdSignature

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual General Meeting ofthe Company to be held on Tuesday, 30th September, 2014 at 11:00 A.M. at R.O.: 101 Ist Floor 251, Nayapura, PatharGodam, Indore, Madhya Pradesh 452003 and at any adjournment thereof in respect of such resolutions as are indicatedbelow:ResolutionNumber

Resolution For Against

1 Adoption of Financial Statements of the Company for theyear ended 31 March, 2014 including Balance Sheet as at31 March, 2014 and the Statement of Profit & Loss, Reportsof the Board of Directors and Auditors thereon.



2 Appoint a Director in place of Mr. Aditya Phanse, whoretires by rotation and, being eligible, offers himself for re-appointment.

3 Appointment of Mr. S. N. Rathi as a Non executive Director.

4 Appointment of M/s Lokesh Vyas & Co., CharteredAccountants as Auditors of the Company for a period of fiveyears, till the conclusion of 27th Annual General Meeting.

5 To appoint Dinesh Kumar Gund as the IndependentDirector to hold office for five consecutive years with effectfrom 30th September 2014.

6 To appoint Prof Chain Singh Barla as the IndependentDirector to hold office for five consecutive years with effectfrom 30th September 2014.

7 Alteration of Articles of Association of the Company.

Signed this ________ day of ___________________ 2014.

Signature of Shareholder Signature of Proxy holder(s)

Notes:This Form, in order to be effective should be duly stamped, completed, signed and deposited at the Registered Office ofthe Company, not less than 48 hours before the meeting.A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than tenpercent (10%) of the total share capital of the Company. A member holding more than ten percent (10%) of the totalshare capital of the Company carrying voting rights may appoint a single person as proxy, however, such person shall notact as proxy for any other person or Shareholder.

If Undelivered, Please Return to:Skyline Financial Services Pvt. Ltd.D-153A, Ist Floor, Okhla Industrial Area,Phase-I, New Delhi 110020

middland polymers limited · annual report 2013-14 midland polymers limited notice of twenty second...

Documents