To
The Members,
Your Directors have pleasure in presenting the THIRTY FIFTH ANNUAL
REPORT together with the Audited (Standalone & Consolidated) Financial Statements of
the Company for the financial year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS:
The performance of the Company for the Financial Year ended March 31,
2025, is summarized below.
| PARTICULARS |
Standalone |
Consolidated |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
| Gross Revenue |
181.66 |
109.64 |
113.84 |
- |
| Total Expenditure |
575.76 |
339.26 |
798.41 |
- |
| Profit/(Loss) before tax (PBT ) |
(394.10) |
(229.62) |
(684.57) |
- |
| Less: Tax Expenses |
- |
- |
(0.74) |
- |
| Profit/(Loss) after tax |
(394.10) |
(229.62) |
(683.83) |
- |
| Total other comprehensive Income/Loss |
0.39 |
(1.58) |
1.65 |
- |
| Total comprehensive Income/Loss |
(393.71) |
(231.20) |
(682.17) |
- |
| EPS |
(8.71) |
(7.02) |
(12.36) |
- |
Standalone Performance:
Your Company achieved a total revenue of Rs. 181.66 lakhs during the
financial year 202425, which includes turnover of ` 44.64 lakhs and other income of
Rs. 137.02 lakhs, as compared to `109.64 lakhs in the previous year, comprising turnover
of Rs. 104.53 lakhs and other income of ` 5.11 lakhs.
The operations resulted in a total comprehensive loss of ` 393.71 lakhs
in FY 202425, as compared to a loss of Rs. 231.20 lakhs in FY 202324.
Consolidated Performance:
On a consolidated basis, your Company recorded a turnover of ` 77.58
lakhs and other income of
` 36.26 lakhs during the year. The consolidated operations resulted in
a total comprehensive loss of ` 682.17 lakhs for FY 202425.
2. CHANGE IN PROMOTER & CESSATION OF SUBSIDIARY STATUS:
During the year under review, Midwest Limited (formerly Midwest Granite
Private Limited), the erstwhile holding company of Midwest Gold Limited, divested its
entire shareholding comprising 23,09,500 equity shares, representing 70.63% of the paid-up
equity share capital of the Company, in favor of Mr. Rama Raghava Reddy Kollareddy,
Promoter of Midwest Limited.
The transfer of shares was effected pursuant to a Share Purchase
Agreement at a price of
Rs. 22.75 per equity share, determined on the basis of a valuation
report issued by a SEBI-registered valuer.
Following this acquisition, Mr. Rama Raghava Reddy Kollareddy became
the Promoter of the Company, and as a result, Midwest Gold Limited ceased to be a
subsidiary of Midwest Limited.
3. PREFERENTIAL ISSUE:
- Preferential Issue of Equity Shares for Consideration Other than Cash
1. The Board of Directors in their meeting held on November 07 2024
approved the acquisition of 4,71,59,690 equity shares representing 97.40% of the share
capital of Midwest Energy Private Limited ("Target Company") by way of swap of
shares.
2. The shareholders of the Company, by way of a Special Resolution
passed through Postal Ballot on December 18, 2024, approved the issuance and allotment of
up to 46,23,281 equity shares of Rs. 10/- each at an issue price of Rs. 85.61/- per share
on a preferential basis ("Preferential Issue") for consideration other than cash
(i.e., by way of share swap) to Mr. Rama Raghava Reddy Kollareddy, a shareholder of
Midwest Energy Private Limited.
3. The Board of Directors of the Company, at its meeting held on
January 31, 2025, approved the allotment of 46,21,770 equity shares of Rs. 10/- each at an
issue price of Rs. 85.61/- per share on a preferential basis to Mr. Rama Raghava Reddy
Kollareddy, a promoter of the Company, for consideration other than cash.
- Preferential Issue of Equity Shares for Cash
1. The Board of Directors in their meeting held on November 07 2024
approved a proposal to raise funds by way of a preferential issue of equity shares for
cash to non-promoter public category investors, in accordance with Sections 42 and 62 of
the Companies Act, 2013 and the applicable SEBI regulations.
2. The shareholders of the Company, by way of a Special Resolution
passed through Postal Ballot on December 18, 2024, approved the issuance and allotment of
up to 34,00,896 equity shares of Rs. 10/- each at an issue price of Rs. 250/- per share on
a preferential basis ("Preferential Issue") for cash.
3. The Board of Directors of the Company, at its meeting held on
January 31, 2025, approved the allotment of 31,56,176 equity shares of Rs. 10/- each at an
issue price of Rs. 250/- per share (including premium of Rs. 240), aggregating to ` 78.90
crores to various non-promoter investors.
Variation in Objects of Preferential Issue
During the year under review, the shareholders of the Company, by way
of a Special Resolution passed through Postal Ballot on March 26, 2025, approved the
alteration, variation, and ratification of the objects of the preferential issue of equity
shares made pursuant to the resolution dated December 18, 2024.
The revised objects, inter alia:
- For Prepayment or repayment of all or a portion of certain
outstanding borrowings including repayment of loans to promoters which were availed by our
company or subsidiary companies not exceeding Rs.20,03,44,000/-;
- To invest and / or grant loan in companies, body corporates including
subsidiary companies for future expansion plans & activities, financing future growth
opportunities not exceeding Rs.19,00,00,000/-;
- For working capital requirements of the company or subsidiary
companies not exceeding Rs.20,27,00,000/-. Working Capital needs of subsidiaries will be
met by availing loan from parent company; and
- To meet general corporate purposes of the company or the subsidiary
companies or any other purposes of the business as decided by the board which shall not
exceed 25% of the total issue size i.e. not exceeding Rs.19,60,00,000/-. The General
Corporate purpose of the subsidiaries will be met by availing loan from parent company.
Reason and Justification for variation of the objects of the
Preferential Issue:
To enhance operational efficiency, support its subsidiaries, and align
with strategic priorities, it was proposed to:
Enable fund allocation for subsidiary companies to support their
operational and financial requirements.
Provide flexibility to repay loans availed by the Company and
its subsidiary companies, which will strengthen the consolidated financial position.
Expand the scope of general corporate purposes, allowing the
Company to address dynamic business needs effectively.
4. TRANSFER TO GENERAL RESERVES:
Your Directors do not propose to transfer any amount to general
reserves for the financial year ended March 31, 2025.
5. DIVIDEND:
Considering the operating loss in current year and accumulated losses,
your Directors does not recommend any dividend for the FY 2024-2025.
6. DEPOSITS:
The Company has not accepted any deposits from public during the year
and as such, there is no outstanding deposit in terms of Companies (Acceptance of
Deposits) Rules, 2014.
7. SHARE CAPITAL:
During the year under review the following changes were made in the
share capital of the Company:
1. 46,21,770 equity shares of face value Rs. 10/- each were allotted on
January 31, 2025, to Mr. Rama Raghava Reddy Kollareddy, Promoter of the Company, at an
issue price of `85.61/-per share. This allotment was made for consideration other than
cash, pursuant to a share swap arrangement for the acquisition of 4,71,59,690 equity
shares of Midwest Energy Private Limited, representing 97.40% of its equity share capital,
from Mr. Rama Raghava Reddy Kollareddy.
2. 31,56,176 equity shares of face value `10/- each were also allotted
on January 31, 2025, to investors belonging to the non-promoter public category, at an
issue price of `250/- per share, including a premium of `240/- per share, for cash
consideration.
Pursuant to the above allotments, the issued, subscribed and paid-up
share capital of the Company increased from Rs. 3,27,00,000/- (comprising 32,70,000 equity
shares of Rs. 10/- each) to
Rs. 11,04,79,460/- (comprising 1,10,47,946 equity shares of Rs. 10/-
each).
There was no change in the authorized share capital of the Company,
which stands at Rs. 20,00,00,000/- (comprising of 2,00,00,000 equity shares of Rs. 10/-
each).
Except as stated above, the Company has not issued any other shares,
instruments convertible into equity shares, shares with differential voting rights, or
sweat equity shares during the year under review.
8. MEETINGS OF THE BOARD:
The Board met eight (8) times during the financial year 2024-25, the
details of which are given in the Corporate Governance Report forms part of this Annual
Report. The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013 (the "Act") and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").
9. CHANGE IN THE NATURE OF BUSINESS:
During the year, there was no change in the nature of the business
activities of the Company.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION:
Retirement by Rotation
Mr. Baladari Satyanarayana Raju (DIN-01431440), Whole time Director of
the Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment in accordance with the provisions of Section 152(6) and
other applicable provisions of the Act. Your directors have recommended for his
reappointment.
Appointment of Mr. Somasekhar Reddy Bhimavarapu as Non-Executive
Independent Director of the Company
The Board on the recommendation of Nomination and Remuneration
Committee at its meeting held on April 10, 2025 appointed Mr. Somasekhar Reddy Bhimavarapu
(DIN: 06457285) as an Additional Director under the category of Non-Executive Independent
Director of the Company with effect from April 10, 2025.
His appointments as an Independent Director for a term of five (5)
years with effect from April 10, 2025 was regularized by the shareholders by passing
special resolution through postal ballot on July 07, 2025.
Resignation of Mr. Srinivasappa Anand Reddy as a Chief Financial
Officer of the Company
Mr. Srinivasappa Anand Reddy tendered his resignation from the post of
Chief Financial Officer of the Company with effect from April 10, 2025.
Appointment of Mr. Palepu Venkatachala Ramakrishna as a Chief Financial
Officer of the Company
Mr. Palepu Venkatachala Ramakrishna was appointed by the board in their
meeting held on April 10, 2025 as a Chief Financial Officer of the Company with effect
from April 11, 2025.
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent
director that he / she meets the criteria of independence laid down in Section 149(6),
Code for independent directors of the Act and Regulation 16(1)(b) of the Listing
Regulations.
12. ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board, in consultation with its Nomination and Remuneration Committee,
has formulated a framework containing, inter-alia, the criteria for annual performance
evaluation process of Board, Committees and Directors.
The annual performance evaluation was conducted in accordance with the
framework and each board member completed the questionnaire, sharing vital feedback and
identified areas that showed scope for improvement.
The overall outcome of the performance evaluation was satisfactory with
the Board identifying key areas for focus going forward and improving the effectiveness of
discussions at the meetings.
13. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
During the year under review, your Company acquired 4,71,59,690 equity
shares of Midwest Energy Private Limited, representing 97.40% of its equity share capital,
from Mr. Rama Raghava Reddy Kollareddy through a share swap arrangement on January 31,
2025. Subsequent to the end of the financial year, the Board of Directors at its meeting
held on May 29, 2025, approved the acquisition of the remaining 12,60,010 equity shares,
representing 2.60% of the equity share capital of Midwest Energy Private Limited.
Following the acquisition, Midwest Energy Private Limited became a wholly owned subsidiary
of your Company effective June 06, 2025.
Step-down Subsidiaries and Step-down Joint Venture:
Midwest Energy Private Limited, being a wholly-owned subsidiary of your
Company, has a total of Six (6) subsidiary companies, including Three (3) foreign
subsidiaries, and one (1) joint venture.
Accordingly, the following entities are considered as step-down
subsidiaries or step-down joint venture Companies of Midwest Gold Limited: Step-down
Subsidiaries:
Midwest Advanced Materials Private Limited Step-down
Subsidiary
Christian Michelsen Energy Private Limited Wholly Owned
Step-down Subsidiary
Midwest Energy Devices Private Limited Wholly Owned
Step-down Subsidiary
Energy Materials Private Limited (Sri Lanka) Step-down
Foreign Subsidiary
Midwest Energy Devices INC (USA) Wholly Owned Step-down
Foreign Subsidiary
National Solar Management LLC (USA) Subsidiary Company of
Midwest Energy Devices INC (USA).
Step-down Joint Venture:
M&M Plasma Systems Private Limited Step-down Joint
Venture Company (through Midwest Energy Private Limited) Pursuant to the provisions of
Section 129(3) of the Act, a statement containing the salient features of the financial
statements of the Company's subsidiaries, in the prescribed format Form AOC-1, is
attached as "Annexure I" to this Report.
Further, in compliance with Section 136 of the Act, the standalone and
consolidated financial statements of the Company, along with relevant documents and the
separate audited financial statements in respect of its subsidiaries, are available on the
Company's website at : https:/ /www.midwestgoldltd.com/financial.html.
14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There were no material changes and commitment affecting the financial
position of the Company since the close of the financial year i.e. March 31, 2025 till the
date of this Report, other than those already disclosed in this Report.
15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:
In pursuant to the provisions of the Section 134 (3)(n) of the Act, the
Company has formulated risk management policy to mitigate and manage the risk including
identification there in of elements of risk, if any, which in the opinion of Board may
threaten the existence of the company. The policy on Risk Management is available on
website of the Company at https:/ /www.midwestgoldltd.com/pdf/Risk_Management_Policy.pdf
16. CORPORATE SOCIAL RESPONSIBILITY:
In terms of Section 135 of the Act, every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during the immediately preceding financial year
shall constitute CSR Committee and formulate a Corporate Social Responsibility (CSR)
Policy. Since, the Company does not fall under mentioned criteria during the immediately
preceding financial year, the provisions of Section 135 of the Act, Schedule VII and the
rules made thereunder are not applicable to the Company.
Accordingly, a report on CSR activities as per rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014 is not applicable.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE ACT:
Details of Loans, Guarantees and Investments covered under Section 186
of the Act, are given in the notes to the financial statements.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:
All related party transactions that were entered into during the
financial year under review were at arm's length basis and were in the ordinary
course of business. There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.
Accordingly there is no transaction to be reported in Form AOC-2.
All related party transactions are placed before the Audit Committee
for approval. The detail of the policy on Related Party Transactions as approved by the
Board of Directors and Audit Committee is available on the Company's website at
https://www.midwestgoldltd.com/ pdf/Policy_on_Related_Party_transactions.pdf Members may
refer to Notes of the Financial Statement which sets out related party disclosures
pursuant to Ind AS.
19. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Pursuant to Section 178(3) of the Act, your Company has framed a policy
on Directors' appointment and remuneration and other matters ("Nomination and
Remuneration Policy") which is available on the website of your Company at
www.midwestgoldltd.com.
20. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The information regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 134(3)(m) of the Act read with
Rule8(3) of the Companies (Accounts) Rules, 2014 are given as "Annexure-II"
and forms part of this report.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has put in place an adequate system of internal control
commensurate with its size and nature of business. These systems provided a reasonable
assurance in respect of providing financial and operational information complying with
applicable statutes safe guarding assets of the Company and ensuring compliance with
Corporate Policies. Procedures to ensure conformance with policies, standards and
delegation of authority have been put in place covering all activities.
The Audit Committee reviews adherence to the internal control system
and internal audit reports. Further the Board reviews the effectiveness of the
Company's internal control system.
23. AUDITORS:
STATUTORY AUDITORS
M/s. Majeti & Co., Chartered Accountants (Firm Registration No.
015975S), were appointed as the Statutory Auditors of the Company at the 32nd Annual
General Meeting held on September 28, 2022, for a term of five consecutive years,
commencing from the conclusion of the 32nd Annual General Meeting until the conclusion of
the 37th Annual General Meeting, to be held for the financial year 202627.
M/s. Majeti & Co. have confirmed their eligibility that they are
not disqualified from continuing as Statutory Auditors under the provisions of the Act.
The Statutory Audit Report issued by M/s. Majeti & Co. on the
Audited Standalone and Consolidated Financial Statements of the Company for the financial
year 202425 forms part of this Annual Report.
There are no qualifications, reservations, adverse remarks, or
disclaimers in the Auditor's Report on the Standalone Financial Statements for the
financial year 202425. However, the Auditor's Report on the Consolidated
Financial Statements contains one audit qualification, which is self-explanatory and does
not call for any further comments from the Board. Further, the Statutory Auditors have not
reported any instance of fraud by the Company or on the Company by its officers or
employees under the second proviso to Section 143(12) of the Act.
INTERNAL AUDITORS
Pursuant to provisions of Section 138 of the Act read with rules made
there under, M/s. Bhuvan Kotha, & Co., Chartered Accountant, was appointed as the
Internal Auditors of the Company to conduct an internal audit of the functions and
activities of the Company for the Financial Year 2024-25.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Munesh Kumar Gaur,
Practicing Company Secretary (ACS: 39597), was appointed to conduct the Secretarial Audit
for the Financial Year 2024-25.
The Secretarial Audit report for the financial year ended March 31,
2025 is attached herewith as "Annexure-III". The said report does not
contain any reservation, qualification or adverse remark.
Pursuant to Regulation 24A of the Listing Regulations and Master
Circular No. SEBI/HO/ CFD/ PoD2/CIR/P/0155 dated November 11, 2024, issued by Securities
and Exchange Board of India, the Company has obtained Annual Secretarial Compliance Report
for the FY 2024-2025, from Mr. Munesh Kumar Gaur, Practicing Company Secretary on
compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder
and the copy of the same has been submitted to the Stock Exchanges on May 21, 2025.
In compliance with the provisions of the Listing Regulations, the Board
of Directors has approved and recommended appointment of Mr. Munesh Kumar Gaur, Practicing
Company Secretary, as the Secretarial Auditor of the Company for a term of five
consecutive financial years, from FY 20252026 to FY 20292030.
The resolution seeking shareholders' approval for the same forms
part of the Notice convening the 35th Annual General Meeting of the Company.
CS Munesh Kumar Gaur has consented to the said appointment and
confirmed that his appointment, if made, would be within the limits specified in the Act
& Rules made thereunder and the Listing Regulations and as given in SEBI Circular No.:
SEBI/ HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.
He has further confirmed that he is not disqualified to be appointed as
Secretarial Auditors in terms of disqualifications in terms of provisions of the Act &
Rules made thereunder and the Listing Regulations and as mentioned in SEBI Circular No.:
SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024.
COST RECORDS & AUDIT:
During the year under review, the maintenance of cost records and the
requirement of cost audit, as prescribed under Section 148 of the Act read with the
applicable rules, were not applicable to the Company.
24. ANNUAL RETURN:
Pursuant to section 92(3) read with section 134(3) of the Act, the
Annual Return as on March 31, 2025 is being placed on website of the Company
www.midwestgoldltd.com.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Regulation 34 of
the Listing Regulations forms part of this Report as "Annexure- IV".
26. CORPORATE GOVERNANCE:
The provisions relating to Corporate Governance as specified in the
Listing regulations are applicable to the Company, as the paid-up share capital and net
worth of the Company have exceeded the threshold limits of `10 crores and `25 crores
respectively, as per the latest audited financial statements.
The Company has accordingly implemented the necessary governance
practices and procedures in compliance with the applicable provisions of the Listing
Regulations. A separate report on Corporate Governance, is annexed herewith as "Annexure-V"
and forms part of this Annual Report and a Certificate on Corporate Governance compliance
for the financial year ended on March 31, 2025 issued by CS Munesh Kumar Gaur, Practicing
Company Secretary, is also attached herewith as "AnnexureVI".
27. WHOLETIME DIRECTOR & CFO CERTIFICATE:
The certificate required under Regulation 17(8) of the Listing
Regulations, duly signed by the Whole time Director and CFO of the Company was placed
before the Board. The same is provided as an "AnnexureVII" to this
report.
28. COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors has constituted three Committees, all of which
have been mandatorily established in compliance with the provisions of the Act and the
Listing Regulations. The Board has adopted charters outlining the roles and
responsibilities of each of these Committees.
The following Committees have been constituted to oversee and monitor
matters within their respective terms of reference:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Details regarding the composition of these Committees, their terms of
reference, number of meetings held during the year, attendance of members, and other
relevant particulars are provided in the Corporate Governance Report, which forms part of
this Annual Report. The Board has accepted all the recommendations of the Committees.
37
29. RATIO OF REMUNERATION OF EACH DIRECTOR TO EMPLOYEE:
As none of the directors of the Company are paid remuneration, the
ratio of remuneration of each director to the median employee is not applicable. However,
remuneration has been paid to Key Managerial Personnel and details are detailed below: (i)
The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2024-25 and ratio of the remuneration of each
Director to the median remuneration of employees of the Company for the financial year
2024-25, are as under:
| S. No. Name of Director/ KMP and designation |
Remuneration of Director/ KMP for the financial year 2024-25
(In Rs.) |
% increase in remuneration during the financial year 2024-25 |
Ratio of remuneration of each director to median remuneration
of employees |
| 1. Mr. Baladari Satyanarayana Raju, Wholetime Director |
Nil |
Nil |
Nil |
| 2. Mr. Deepak Kukreti, Wholetime Director |
Nil |
Nil |
Nil |
| 3. Mr. Bhaskara Rao Gadipudi, Non-Executive
Independent Director |
Nil |
Nil |
Nil |
| 4. Mr. Kothamasu Sri Surya Pratap, |
Nil |
Nil |
Nil |
| Non-Executive Independent Director |
|
|
|
| 5. Mrs. Rajyalakshmi Ankireddy, Non -Executive
Director |
Nil |
Nil |
Nil |
| 6. Mr. Rao Sasikanth, Non-Executive Director |
Nil |
Nil |
Nil |
| 7. *Mr. Somasekhar Reddy Bhimavarapu, Non-Executive
Independent Director |
NA |
NA |
NA |
| 8. Mr. Anant Patwari, Company Secretary |
1,50,000 |
Nil |
Nil |
| 9. **Mr. S. Anand Reddy, Chief Financial Officer |
9,43,507 |
5.94% |
Nil |
| 10. ***Mr. Palepu Venkatachala Ramakrishna Chief
Financial Officer |
NA |
NA |
NA |
*Appointed w.e.f April 10, 2025 **Resigned w.e.f April 10, 2025
***Appointed w.e.f April 11, 2025
(ii) The percentage increase in the median remuneration of employees in
the financial year: 4.11% (iii) There were 4 permanent employees on rolls of the Company
as on March 31, 2025. (iv) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: As per Company's increment guidelines.
(v) The key parameters for any variable component of remuneration
availed by the directors: NA
(vi) The Remuneration paid to the Board of Directors and to Key
Managerial Personnel is as per the Remuneration policy of the Company.
In terms of the provisions of Section 197 (12) of the Act, read with
Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of the
employees drawing remuneration as per the said rules will be available for inspection at
the Registered Office of the Company during working hours and any member interested in
obtaining such information may write to the Company and the same will be furnished on
request.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors, on recommendation of the Audit Committee,
established a vigil mechanism for Directors and Employees and accordingly adopted the
"Whistle Blower Policy" pursuant to the provisions of Act and the Listing
Regulations, to facilitate Directors and Employees to report genuine concerns or
grievances about unethical behavior, actual or suspected fraud or violation to the
Company's code of conduct or ethics policy and to provide adequate safeguards against
victimization of persons who use such mechanism and to provide for direct access to the
Chairman of the Audit Committee in appropriate or exceptional cases. The said policy can
be accessed on website of the Company at www.midwestgoldltd.com.
31. A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company provides a safe and conducive work environment to its
employees and has adopted a policy on prevention, prohibition, and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. Internal Complaints Committee have been constituted to enquire into complaints
and to recommend appropriate action, wherever required in compliance with the provisions
of the said Act.
During the year under review, no complaint was reported to the
Committee. a. number of complaints of sexual harassment received in the year: Nil b.
number of complaints disposed off during the year: Nil c. number of cases pending for more
than ninety days: Nil
32. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant material orders passed by any
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
33. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings, either filed by the Company or against the
Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as on March 31,2025.
34. SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS
During the year under review, no settlements were made by the Company
with any Banks or Financial Institutions.
35. COMPLIANCE WITH PROVISIONS RELATING TO THE MATERNITY BENEFITS
ACT, 1961
Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the
Company affirms that it is in compliance with the provisions of the Maternity Benefit Act,
1961. The Company remains committed to providing a safe, supportive, and inclusive work
environment for women employees, in line with the applicable statutory requirements.
36. STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the BSE Limited. The
Company confirms that the annual listing fees has been paid to the BSE Limited for the
financial year 2025-26.
37. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Sec 134(3)(c) of the Act, the Board of
Directors of your Company hereby certifies and confirms that: i. In the preparation of the
Annual financial statements for the financial year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures; ii. The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the loss of the Company for that financial year; iii. The Directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the Assets of the Company and
for preventing and detecting fraud and other irregularities; iv. The Directors had
prepared the Annual accounts on a going concern basis; v. The directors, has laid down
internal financial control to be followed by the company and that such internal financial
controls are adequate and were operating effectively; vi. The directors had devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
38. ACKNOWLEDGEMENTS:
The Board of Directors would like to place on record its appreciation
towards all the employees & managerial personnel of the company for their contribution
in operations of the company during the year under review. The Directors would also like
to record their sincere thanks to the Company's bankers, Central and State Government
officials, customers, vendors and the shareholders for their continued support and
co-operation.