Directors Report of Midland Polymers Ltd.

Mar 31, 2024

We have pleasure in presenting the 32^nd Directors’ Report on the Business and Operations
of the Company together with the audited Financial Statements for the year ended 31^st
March, 2024.

CHANGE IN MANAGEMENT ETC PURSUANT TO THE RESOLUTION PLAN
APPROVED BY THE HON’BLE NCLT, INDORE BENCH VIDE ITS ORDERS
DATED 18.08.2023:

The Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated

01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) against the Company, based on the petition filed by the
Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the
Code”) and has approved the Resolution Plan vide its Orders dated 18.08.2023.

The following are the material changes having impact on the financial position of the
Company are as follows:

Change in registered office of the Company to Sai Krishna Building,8-2-293/82/A/797/A,
Cellar Floor, Jubilee Hills, Shaikpet, Hyderabad, Telangana - 500033.

Further, the registered office was shifted to Plot.No.8-2-603/23/3 & 8-2-603/23, 15, 2nd
Floor, HSR Summit, Banjara Hills, Road No.10, Hyderabad-500034 w.e.f 20.11.2023.

3. Change in the Main Objects of the Company.

4. Amendment of Capital clause of the Company after consolidation of shares to Rs.10/-
per share. The revised Cause V is as follows:

The Authorised Share capital of the company is Rs.13,60,00,000 divided into 1,36,00,000
equity shares of Rs.10/- each.

1. FINANCIAL SUMMARY/HIGHLIGHTS/ REVIEW OF OPERATIONS/ STATE OF
COMPANY’S AFFAIRS:

The performance of the Company during the year has been as under:

Particulars	2023-2024	2022-2023
Revenue from Operations	5,50,000	--
Other Income (Including Exceptional Items)	73,120	--
Total Expenses	51,92,921	28,72,825
Profit Before Tax	(45,69,801)	(28,72,825)
Profit After Tax	(45,69,801)	(28,72,825)
Earning per Equity Share- Basic	(6.83)	(0.02)
Diluted (in Rs.)	(6.83)	(0.02)

During the period under review and the date of Board’s Report there was no change in the
nature of Business.

2. REVIEW OF OPERATIONS:

On Standalone basis, the total revenue of the Company for the financial year 2023-24 was
Rs. 0.62 lakhs as against Nil revenue for the previous financial year. The Company
recorded a net loss of Rs. 4.57 Lakhs for the financial year 2023-24 as against the net loss
after tax of Rs. 2.87 lakhs for the previous year.

3. DIVIDEND

As the Company recently in August, 2023 came out of “Corporate Insolvency and
Resolution Process (CIRP)” and in the absence of profit, your directors are unable to
declare any dividend for the financial year 2023-2024.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations,
2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has
not proposed to transfer any amount to general reserves account of the company during the
year under review.

The closing balance of reserves, including retained earnings, of the Company as at March,
31^st 2024 is Rs. (2,49,80,901)/-.

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

Pursuant to the Hon’ble NCLT Order, Indore Bench dated 18.08.2023, the Company has
altered the Main object of the Company to carry out the business objects of the Corporate
Debtor, the business objects of Logistics, Import Export trading Software and agriculture.
The Company is yet to carry the Operations.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

The Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated

01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under Section
7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) had appointed Mr.
Madhusudhana Rao Gonugunta as Resolution professional of the Company to manage
affairs of the Company in accordance with the provisions of the Code.

The following are the material changes having impact on the financial position of the
Company are as follows:

1.change in the registered office of the Company to Hyderabad in the state of Telangana as
mentioned below:

Sai Krishna Building,

8-2-293/82/ A/797 /A Cellar Floor,

Jubilee Hills, Road.No.35,

Hyderabad - 500036, Telangana.

2. Change in the Main Objects of the Company.

3. Amendment of Capital clause of the Company after consolidation of shares to Rs.10/- per
share. The revised Cause V is as follows:

The Authorised Share capital of the company is Rs.13,60,00,000 divided into 1,36,00,000
equity shares of Rs.10/- each.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Company was admitted into Corporate Insolvency Resolution Process (“CIRP”). The
Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated

01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) against the Company, based on the petition filed by the
Financial Creditor under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”)
and has approved the Resolution Plan vide its Orders dated 14.09.2023.

1. Capital restructuring:

a) Reduction and extinguishment of existing Promoters holding to the extent of 100%:

The Holding of erstwhile promoters is reduced by 100%. As a result, the erstwhile promoters
shareholding of 1,22,65,000 shares have become zero

b) Reduction and extinguishment of non-promoters holding to the extent of 95%:

The Holding of non-promoters is reduced by 99%. As a result, the existing public
shareholding of 12,36,09,700 shares have become 1,23,610 equity shares

2. Capital infusion into the Company and allotment of equity:

The Resolution Applicant have infused an amount of Rs. 2,40,00,000/- in the manner set out
in the Resolution Plan.

Further, pursuant to the said Order, the Board of Directors in its meeting held on 16.10.2023
has approved the allotment of 5,45,150 equity shares of Rs. 10/- each to resolution applicant
and other strategic investors pursuant to the approved resolution plan.

Therefore, pursuant to the above, as on date the Authorised share capital of the Company as
on 31.03.2024 is at Rs. 13,60,00,000 divided into 1,36,00,000 equity shares of the face value
of Rs. 10/- (Rupees Ten Only) each.

Therefore, pursuant to the above, as on date the Paid- Up Capital of your Company stands at
Rs. 66,87,600 divided into 6,68,760 (Six lakhs Sixty-Eight Thousand Seven hundred and
sixty-only) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the due date is required to be transferred to the
Investor Education and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend/ was unpaid or unclaimed for a period of seven years
and therefore no amount/shares is required to be transferred to Investor Education and
Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended
from time to time. During the Year, no amount of dividend/ was unpaid or unclaimed for a
period of seven years and therefore no amount/shares is required to be transferred to Investor
Education and Provident Fund under the Section 125 (1) and Section 125 (2) of the Act.

12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

a.) Appointments:

Pursuant to the Orders dated 18.08.2023 of Hon’ble NCLT, Indore Bench, following
appointments have taken place during the year:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Appointment
1	Mrs Vanaja Veeramreddy	Managing Director	06.09.2023
2	Mr. Praneeth Thota	Whole-Time Director and CFO	15.09.2023
3	Mrs. Jhansi Sanivarapu	Non-Executive Director	15.09.2023
4	Ms. Priyanka Agarwal	Chairperson and Independent Director	15.09.2023

5	Mr. Shivshankar Reddy Gopavarapu		Independent Director	15.09.2023
6	Ms.	Sirisha Gajjala	Company Secretary and Compliance Officer	06.09.2023
7.	Ms.	Sharvari Shinde	Company Secretary and Compliance Officer	01.04.2024

b.) Resignations:

Pursuant to the Orders dated 18.08.2023 of Hon’ble NCLT, Indore Bench, Following
Directors have been deemed as resigned during the year:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Resignation
1.	Mr. Satyanarayan Rathi	Managing Director	15.09.2023 (Deemed Resignation)
2.	Mr. Aditya Phanse	Whole-Time Director and CFO	15.09.2023 (Deemed Resignation)
3.	Mr. Dinesh Kumar Gund	Independent Director	15.09.2023 (Deemed Resignation)
4.	Mr. Shubham Jain	Independent Director	15.09.2023 (Deemed Resignation)
5.	Ms. Sirisha Gajjala	Company Secretary and Compliance Officer	31.03.2024

c) Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief
particulars of the Directors seeking appointment/re-appointment are given as Annexure A
to the notice of the AGM forming part of this Annual Report.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS.

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet with both the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013 and under Reg.16(1)(b)

read with Reg. 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations
2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors)
Rules, 2014, all the PIDs of the Company have registered themselves with the India
Institute of Corporate Affairs (IICA), Manesar and have included their names in the
databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

14. BOARD MEETINGS:

The Company was suspended and was admitted in IBC proceedings and came out of the
same on 18.08.2023 vide Orders of the Hon’ble NCLT Indore Bench dated 18.08.2023 and
till then the Board was Suspended.

However, after the end of IBC proceedings the Company, the Board of Directors duly met
seven (07) times during the financial year from 1st April 2023 to 31st March 2024. The
dates on which the meetings were held are 25.09.2023, 16.10.2023, 20.10.2023,
14.11.2023, 20.11.2023, 14.02.2024 and 30.03.2024.

15. COMMITTEES:

The Company being a listed Company has validly constituted various applicable and
mandatory committees i.e. Audit Committee, Nomination and Remuneration Committee
and Stakeholder Relationship Committee.

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees, and individual directors pursuant to the provisions of the Act and SEBI Listing
Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of criteria such as the board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Board reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN
TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE
AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of
the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure VI (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure VI (b).

During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013 ratio of remuneration of Mrs. Vanaja Veeramreddy, Managing
Director of the Company is nil as no remuneration was paid.

19. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3) (c) and 134 (5) of the Companies Act, 2013
and on the basis of explanation given by the executives of the Company and subject to
disclosures in the Annual Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and

6. That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are safeguarded
against loss from unauthorized use or disposition. Company policies, guidelines and
procedures provide for adequate checks and balances, and are meant to ensure that all
transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the
Management Discussion and Analysis Report which is appended as Annexure V and forms
part of this Report.

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS

During the Financial Year 2023-24, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed
under section 134(3) (ca) of the Companies Act, 2013.

22. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial
statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015 for the year 2023-2024 is given as Annexure II in this
Annual Report.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL
POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has M/s Protect Nature Private Limited was a subsidiary. However, pursuant
to the NCLT Order dated 18.08.2023, all investments were transferred including
subsidiary, Hence, consolidation results not presented and therefore it ceased to be
subsidiary.

24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE
YEAR:

The Company has M/s Protect Nature Private Limited which was ceased to its subsidiary
w.e.f. 31.12.2023.

25. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 &
76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules
2014, during the financial year under review.

26. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March
31, 2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required
to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for
outstanding receipt of money/loan by the Company, which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loan, guarantees or made any investments exceeding the
limits under the provisions as prescribed in Section 186 of the Companies Act, 2013.

28. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available
on Company’s website at www.erpsoft.com. This policy deals with the review and
approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of business. There were no material significant
related party transactions made by the Company with the Promoters, Directors, Key
Managerial Personnel or the Senior Management which may have a potential conflict with
the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of
the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure IV
which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval.
Prior approval of the Audit Committee was obtained for the transactions which are
foreseen and are in repetitive in nature. Members may refer to note no. 25 to the financial
statements which sets out related party disclosures pursuant to IND AS-24.

29. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, are
provided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

30. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations,
2015, a report on Corporate Governance duly audited is appended as Annexure I for
information of the Members. A requisite certificate from the Secretarial Auditors of the
Company confirming compliance with the conditions of Corporate Governance is attached
to the Report on Corporate Governance.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR
COMMITTEE AND CONTENTS OF CSR POLICY):

Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs.
1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read
with Regulation 22 of SEBI (LODR) Regulations, 2015, a vigil Mechanism for Directors
and employees to report genuine concerns has been established. It also provides for
necessary safeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employees
to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013. The same has been placed on the website of the Company.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

The Hon’ble National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated
18.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under
Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) and appointed Mr.
Madhusudan Rao Gonugunta as Resolution Professional.

1. The CoC resolved to appoint the IRP as the RP and the same was approved by this
Adjudicating Authority.

2. The CoC instructed the RP to publish Form G calling upon the prospective resolution
applicants to submit the EOI/Resolution Plans for the corporate debtor.

3. The RP published Form-G on 04.03.2023 in widely circulated English as well as local
language newspapers. In response thereto, he received 2 resolution plans from Mr. Arun
Kilash Shah and Mr. Gudapu Reddy Sreedar Reddy.

4. The CoC discussed the proposal, which was received in the form of Resolution Plans, in
its 3rd & 4th CoC meetings. In its 4^th CoC meeting held on 03.06.2023, the said resolution
plans were discussed and put to vote. The resolution plan from Mr. Gudapu Reddy Sreedar
Reddy was approved by the CoC with 97.48 % votes.

5. The resolution applicant- Mr. Gudapu Reddy Sreedar Reddy has proposed to infuse a
sum of Rs.2,31,75,000/- and an allotment of 10,000 equity shares of Rs.10/- each to the
secured financial creditors.

34. AUDITORS:

a. Statutory Auditors

The members of the company approved the appointment of M/s. Pundarikashyam and
Associates, Chartered Accountants as Statutory Auditors of the company for the term of
one years from 20.10.2023 to 31.03.2024 upto conclusion of 32^nd Annual General meeting
to be held for financial year 2023-24 and is eligible for reappointment.

The Board in its meeting held on 14.08.2024 proposed to appoint M7s. Pundarikashyam
and Associates., as Statutory Auditors for the remaining period of 5 years from the
conclusion of ensuing AGM for FY 2023-24 till the conclusion of Annual General Meeting
to be held for the FY 2028-29.

The Auditors’ Report for fiscal 2024 does not contain any qualification, reservation or
adverse remark. The Auditors’ Report is enclosed with the financial statements in this
Annual Report. The Company has received audit report with unmodified opinion for both
Standalone and Consolidated audited financial results of the Company for the Financial
Year ended March 31, 2024 from the statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.

b. Internal Auditor

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and
its Powers) Rules, 2014; during the year under review the Internal Audit of the functions
and activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis by M7s. M G S Reddy & Co., Chartered Accountants, Internal Auditors of
the Company.

Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by
the Audit Committee and concerns, if any, are reported to Board. There were no adverse
remarks or qualification on accounts of the Company from the Internal Auditor.

M/s. MGS Reddy & Co, Chartered Accountants again reappointed as Internal Auditors of
the Company for the FY 2024-25.

c. SECRETARIAL AUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the
recommendations of the Audit Committee, the Board of Directors had appointed M/s.
Manoj Parakh & Associates., practicing company secretaries, as Secretarial Practicing
Company Secretaries as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for financial year ended March 31, 2024.

The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company
Secretaries for the financial year ended March 31, 2024. The Report given by the
Secretarial Auditor is annexed herewith as Annexure- III and forms integral part of this
Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.

35. SECRETRIAL STANDARDS:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the Institute
of Company Secretaries of India and notified by Ministry of Corporate Affairs.

36. DECALARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any
default under Section 164(2) of the Act, as on March 31, 2024.

37. ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is disclosed
on the website.

38. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities carried
out by the Company.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under
Regulation 34 (e) read with schedule V, Part B of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed
herewith as Annexure- V to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).

40. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, etc. through familiarization programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis. The familiarization
programme for Independent Directors is disclosed on the Company’s website www.
Midlandpolymers.com

41. NON- EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.

42. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

The National Company Law Tribunal (“NCLT”), Indore Bench, vide Order dated
01.01.2023 (“Insolvency Commencement Order”) had initiated Corporate Insolvency
Resolution Process (“CIRP”) based on petition filed by the Financial Creditor under
Section 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Hon’ble NCLT vide
its Orders dated 18.08.2023 approved the Resolution Plan submitted by Mr. Gudapu Reddy
Sreedar Reddy. He has implemented the Resolution Plan including payment to the financial
and operational creditors.

43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company securities.

44. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the
transfer, except transmission and transposition, of securities shall be carried out in
dematerialized form only with effect from 1st April 2019. In view of the numerous
advantages offered by the Depository system as well as to avoid frauds, members holding
shares in physical mode are advised to avail of the facility of dematerialization from either
of the depositories. The Company has, directly as well as through its RTA, sent intimation
to shareholders who are holding shares in physical form, advising them to get the shares
dematerialized.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS
AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from
banks and financial institutions.

46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were
failed to be implemented.

47. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE
LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based
disclosures is not required.

48. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.

49. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are available on
our website. www.midlandpolymers.com.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities
except as mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee’s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares:
NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: Yes

h) Issue of equity shares with differential rights as to dividend, voting: NA

51 .APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors, as
well as regulatory and governmental authorities. Your Directors also thanks the employees
at all levels, who through their dedication, co-operation, support and smart work have
enabled the company to achieve a moderate growth and is determined to poise a rapid and
remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders of the Company, SEBI, BSE,
NSDL, CDSL, Bankers etc. for their continued support for the growth of the Company.

For and on behalf of the Board
For Midland Polymers Limited

Place: Hyderabad Vanaja Veeramreddy Jhansi Sanivarapu

Date: 14.08.2024 Managing Director Director

DIN: 07019245 DIN:03271569

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Mar 31, 2015

Dear Stakeholders,

The Directors are pleased to present before you the 23,d Annual Report of the company for the year ended 31st March, 2015.

Financial Results Standalone Figures

Particulars For the Year For the Year Ended

Total Revenue 39.79 87.32

Total Expenditure 29.24 42.77

Profit before tax 10.55 44.52

Provision for Tax (Including Deferred tax) 2.08 8.53

Mat Credit 8.23 3.33

Net Proflt/(Loss) after tax 16.84 39.43

REVIEW OF OPERATIONS

There has been an all round slump in the Global market. This has adversely affected our operations in the current year. However your company has managed to earn a net profit after tax Rs. 39.79 Lacs. Your Directors are pleased to inform you that effective steps are being taken by the management to resume the Manufacturing operations of the Company as soon as possible.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company, your directors do not recommended any dividend for the financial year ended March 31, 2015.

Share Capital

The paidup equity share capital of the company as on 31st March 2015 is Rs 13,58,74,700 divided into 135874700 equity shares of Rs 1 each and there is no change in the capital of the company during the financial year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013, and the Articles of Association of Company Mr. S N Rathi, Director of the Company who shall retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible to offer himself for the re-appointment.

During the year under review, Mrs. Usha Rathi has been appointed as the additional non executive Independent Woman director of the Company by the Board of Directors in their meeting held on 31st March 2015 and her office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from a member proposing the appointment of Mrs. Usha Rathi as the Non Executive Independent Woman 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 the Companies Act, 2013 Under Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors.

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable Saws and these are adequate and are operating effectively.

Composition:

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

The composition of the Board as on 31st March 2015:

Name Category

Mr. Aditya Phanse Managing Director

Mr S N Rathi Non Executive Director

Mr. Dinesh Kumar Gund Independent Director

Prof. Chain Singh Barla Independent Director

Mrs Usha Rathi Independent Director

BOARD MEETING

During the financial year ended March 31, 2015, 06 Meetings of the Board of Directors were held as against the minimum 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

1. 30.05.2014

2. 14.08.2014

3. 28.08.2014

4. 13.11.2014

5. 13.02.2015

6. 31.03.2015

AUDITORS:

i) Statutory Auditors:

The Auditors, M/s. Lokesh Vyas & Co., Chartered Accountants, Inodre retire at this Annual General Meeting and the company has received a certificate from the auditors the effect that their appointment as auditors will be in accordance with the provisions of Companies Act, 2013 and the members are requested to approve their appointment as Statutory Auditors for the year 2015-16.

ii) Cost Auditors:

Cost Audit is not Applicable

iii)Secretarial Audit:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by MrYKoteswara Rao Practicing Company Secretary in Practice is enclosed as a part of this report.

AUDIT OBSERVATIONS:

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

LISTING OF SHARES AND SUSPENSION

The Equity Shares of the Company are listed on BSE Limited, Delhi Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited and the company has paid all the listing fees to the BSE LTD. The Company Shares are suspended from trading w.e.f 04th March 201S by BSE LTD vide their letter BSE letter No. L/DOSS/KM/INV/COM/531597/1 dated 27-02-2015 and the company has submitted its protest by way of a letter to the Exchange to lift the suspension and allow trading for the benefit of the Stake Holders of the company

SUBSIDIARY COMPANY

Your Company is holding 900,000 equity shares of M/s Protect Nature Pvt Ltd ("PNPT") (97.26% holding of "PNPT"), a company engaged in the business of Agro food products, production and process including forward and backward integration including manufacturing of fertilizers. Pursuant to the said acquisitions, PNPT became subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges and relevant provisions of companies Act 2013. The Consolidated Financial Statement and Auditors' Report thereon forms part of the Annual Report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to 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 physicat copies of the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

CORPORATE SOCIAL RESPONSIBILITY (CSR) is not applicable to your company.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Key Managerial Personnel (KMP) or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Separate Annexure.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and dause49of the Listing Agreement.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 as on 31st March 2015 is annexed herewith as Separate Annexure.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted any Fixed deposits from the public.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

PERSONNEL

None of the Directors/employees are in receipt of remuneration limits prescribed pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence the details of such Directors/employees are not attached herewith.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

CORPORATE GOVERNANCE

A separate report on the Corporate Governance for the year under review, as stipulated in Clause-49 of the Listing Agreement with the Stock Exchanges, has been attached as part of this annual report.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Multinational Companies operating in India and Abroad, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Engineers and Employees of the Company at all levels.

Date 04-09-2015 By Order of the Board of Directors

Place indore (M,P) Midland Polymers Limited

Sd/-

Aditya Phanse Managing Director DIN: 06644440

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Mar 31, 2014

Dear Stakeholders,

The 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 31.03.2013

Total Revenue 87.32 37.35

Total Expenditure 42.77 20.12

Profit/(Loss) before tax 44.52 17.08

Provision for Tax 5.09 3.45

Net 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 OPERATIONS

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

DIVIDEND

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

BONUS SHARES

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

SUB DIVISION

During the year under review, Your Company has split the nominal value of equity shares in pursuance of the shareholders'' resolution passed through postal ballot notice dated 16th April 2013 the results in respect of which were declared 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 CAPITAL

During 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) Equity Shares of Rs. 10/- (Rupees Ten each) and Paid Up Capital from Rs. 6,793,735 to Rs. 135,874,700.

SHIFTING OF REGISTERED OFFICE

During the year under review, Your Company has shifted the Registered Office of the Company from M 101, Yashwant Plaza-New, Opposite Railway Station, Indore, Madhya Pradesh Pin code 452001 to 101 First Floor 251 Nayapura (Pathar Godam) 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 to Andhra Pradesh in the last Annual general Meeting. However due to some other engagements, management has not taken the scheduled steps for giving effect the resolution.

OBJECT CHANGE

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

1. Textile Business

2. Pharmaceuticals Business including Consultancy

3. Dealing and Trading in all kind of Securities including Consultancy

4. Real Estate

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, and the Articles of Association of Company Mr. Aditya Phanse, Managing Director of the Company who shall retire by rotation at the forthcoming Annual General Meeting of the 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 some personal reasons however he was again appointed as the additional non executive director of the Company by the Board of Directors in their meeting held on 20th August 2014 and their office shall be determined at this Annual General meeting 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 the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this has been 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 of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, based on the representation received from the operating Management Directors hereby confirm that:

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

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

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

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

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

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

PARTICULARS OF EMPLOYEES

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

PUBLIC DEPOSIT

During 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 SHARES

The Equity Shares of the Company are listed on BSE Limited, Delhi Stock Exchange Limited and Madhya Pradesh Stock Exchange Limited.

AUDITORS

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

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

AUDITORS'' REPORT

The Auditor''s Report dated 30.05.2014 on the financials statements of the company for the financial year 2013-14 does not have any reservation, qualification or adverse remarks.

SUBSIDIARY COMPANY

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial statements have been prepared by the Company pursuant to Clause 32 of the Listing Agreement entered with the Stock Exchanges. The Consolidated Financial Statement and Auditors'' Report thereon forms part of the Annual Report.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to 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 copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT 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 the year 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 wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

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 all spheres 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 Nil

Foreign 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 connected with the business of the Company, Bankers of the Company as well as other Institutions for their co-operation and continued support.

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

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

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

Sd/- Sd/- Aditya Phanse Dinesh Kumar Gund Managing Director Director DIN: 06644440 01748590

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

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Mar 31, 2012

The Directors present herewith the 20th Annual Report of the company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(In Rupees)

Particulars For the Year For the Year Ended 31.03.2012 Ended 31.03.2011

Sales - -

Other Income 338,626 6,144,238

Total Income 338,626 6,144,238

Total Expenditure 577,029 558,574

Profit/(Loss) before tax (238,403) 5,585,664

Provision for Tax 0 0

Net Profit/(Loss) (238,403) 5,585,664

Paid Up Share Capital 39,325,000 39,325,000

REVIEW OF OPERATIONS

During the year under review your Company's performance was not good as compare to previous year however Your Directors are of the opinion that the Company has the immense potential and adequate resources to achieve the rapid rate of growth in the coming years. During the year, the Company has earned the total income of Rs. 338,626 and incurred Net Loss is Rs. 238,403. Your Company hopes to increase its presence in the business in whole market in the coming years, which will significantly increase the top line and also its profitability.

DIVIDEND

In view of inadequate profits, your Directors do not recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV) (F) of the Listing Agreement with the stock exchanges is attached separately to this Annual Report.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the company's Articles of Association Mr. Vinod Kumar Jain and Mr. Hemant K. Sharma directors of the Company retires by rotation and shown their unwillingness for Re-appointment.

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

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors' Responsibility Statement it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st 2012 and of the profit or loss of the Company for that period.

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

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

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in Clause 49 of the Listing Agreement, the Company has implemented the mandatory requirements of the code. A certificate from Vishal Vijay & Associates, Chartered Accountants, regarding the status of compliances of conditions under clause 49 of the Listing Agreement is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act 1956.

PUBLIC DEPOSIT

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

AUDITORS

The Auditors, Vishal Vijay & Associates, Chartered Accountants having registration No. 020462N hold office until the conclusion of the ensuing Annual General Meeting and shown unwillingness for re-appointment.

The Board recommends the appointment of Lokesh Vyas & Co., Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2012-13.

AUDITORS' REPORT

The Auditor's Report dated 30.05.2012 on the financials statements of the company for the financial year 2011-2012 does not have any reservation, qualification or adverse remarks. However Auditors have emphasis on few matters which are as follows:

i. Note No. 18 (iii) regarding non provision towards diminution in the value of investments or its realizable/recoverable value.

ii. Note No. 18 (iv) regarding confirmation of loans given to companies which are awaited and have placed reliance on balance shown in the books of Company.

iii. Note No. 18 (x) regarding verification of related parties disclosures as required under accounting Standard 18 has been based on the information made available from the Company.

OPEN OFFER

The Open offer was being made by Mr. Rupesh Soni & Mrs. Radhika Soni and Rudh Equities & Investment Advisors Private Limited to the Equity Shareholders of Midland Polymers Limited dated November 19, 2011 (Wednesday) and Corrigendum to Public Announcement dated July 05, 2012 (Thursday) pursuant to and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto to acquire 786,500 fully paid up equity shares having face value Rs. 10/- each, at a price of Rs. 29.25/- (Twenty Nine Rupees and Twenty Five Paisa Only) per share (including interest of Rs. 0.25 per share) ("Offer Price") representing upto 20% of the voting capital of Midland Polymers Limited.

CLAUSE 5A OF THE LISTING AGREEMENT

In view of newly inserted clause 5A to the Listing Agreement vide circular no. CIR/CFD/DIL/10/2010 dated 16th December, 2010 issued by the Securities and Exchange Board of India (SEBI) introducing uniform procedure for dealing with the unclaimed shares, the Company will be sending reminder letters to shareholders whose share certificates are still lying with the Company as undelivered/ unclaimed. However at present there is no unclaimed share lying with the Company.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members who are holding shares of the Company in physical mode, are requested to 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 copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT 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 the year ended 31st March, 2012 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 wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your Company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres 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 2012 Year 2011 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign 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 j connected with the business of the Company, Bankers of the Company as well as other Institutions for their co-operation and continued support.

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

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

For & on behalf of the Board of directors

Sd/- Sd/-

Sudhir Kumar Lakhotia Anand Lakhotia

Director Director

Date: 25.08.2012

Place: Gwalior (M.P.)

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Mar 31, 2010

The Directors are pleased to present the 18th Annual Report and the audited statement of accounts for the year ended 31st March 2010, together with the notice of the Annual General Meeting.

FINANCIAL RESULTS:

(Rs.)

For the Year For the Year

Particulars Ended 31.03. 2009

Ended 31.03.2010

Sales - 1,656,496

Other Income 12,446,118 16,582,249

Total Income 12,446,118 18,238,745

Total Expenditure 238,882 1,730,446

Profit/Loss before Interest & Depreciation 12,307,236 16,508,299

Interest - -

Depreciation - 621,419

Profit & Loss+/(-) 12,07,236 15,886,880

Balance brought forward from last year 49,892,502 65,779,383

The performance of the company was impacted because of non performance of the Plant. Since the company is under rehabilitation there is no income from sales in the year under review. The company earned income from commission Rs 3,156,000 and Capital gains Rs 9,290,118 during the year under review. The net income of the company is to Rs 12,207,236 in the current year as compared to Rs 15,886,880 in the previous year. The Earning per share is Rs 3.10/- for the year under review as compared to Rs 4.81/- of the previous year.

DIVIDEND:

Due to non-availability of profits, no dividend has been recommended for the financial year 2009-10.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the listing agreements with stock exchanges, Management Discussions and Analysis Report (Annexure 1), report on corporate Governance and compliance certificate on corporate governance (Annexure 2) and CEO & CFO Certification (Annexure 3) are annexed hereto and forms part of this report.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the companys Articles of Association, Sh. Rama Shankar Lakhotia & Sh. Sudhir Kumar Lakhotia, Director of the Company retires by rotation and being eligible offer themselves for Re-appointment.

Your company has appointed three independent Directors as an Additional Directors to strengthen the Board of the company. In accordance with the requirements of the Companies Act, 1956 and the companys Articles of Association, Sh. Rakesh Jain, Sh. Hemant Sharma and Sh. Vinod Kumar Jain, who were appointed as an Additional Directors by the Board pursuant to section 260 of the Companies Act, 1956 w.e.f 21.05.2010 and whose term of office expires at this Annual General Meeting and being eligible offers themselves for reappointment.

Your Directors solicit your approval for the reappointment of the Directors.

AUDITORS:

M/s Vishal Vijay & Associates, Chartered Accountants, Hapur, who were appointed as Auditors in the previous Annual General Meeting of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2010, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

- that the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

During the year under report none of the employee of the company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In compliance with the provisions of section 217(l)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

Conservation of Energy:

The company did not use any energy as the company is under rehabilitation during the year under review.

The company neither imported any technology nor did any research and development.

There were no transactions relating to foreign exchange during the year.

ACKNOWLEDGEMENT:

Your Directors wish to place on record, their deep gratitude to State Bank of India, Bhopal, Bombay Stock Exchange and other Government Authorities for their continued support and patronage.

Your Directors wish to express their deep gratitude to all stakeholders for their continued support and patronage.

For & on behalf of the Board of directors

Date: 5th August, 2010 Sudhir K Lakhotia Anand Lakhotia

Place: Gwalior(M.P) Director Director

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Mar 31, 2009

The Directors hereby present their 17th Annual Report on the business and operations of the company and financial results for the year ended 31st March 2009.

FINANCIAL HIGHLIGHTS:

(Rs.)

Particulars For the Year For the Year Ended Ended 31.03.2009 31.03.2008



Sales 1,656,496 1,151,548

Other Income 16,582,249 171,00

Total Income

18,238,745 1,322,548

Total Expenditure 1.730,446 1,709,109

Profit/Loss before Interest & Depreciation 16,508,299 (386,561)

Interest Depreciation 621,419 4,286,86

Profit & Loss +/(-)

(4,673,423) 15,866,860

Balance brought forward from last 65,779,383 (61,105,960)

Loss Carried forward to Balance Sheet (49,892,503) (65,7 79,382)

PERFORMANCE :

During the year, under the rehabilitation scheme of honorable BIFR, the company did sales of Rs 16,46420. There are some technical snags in the machines, which are being attended to. We are hopeful to overcome the problem soon.

OPERATIONAL REVIEW:

Your Directors are pleased to inform you that the Company during the repaid all its dues and has clear liability of RIICO as per OTS and has obtained No Dues Certificate from them.

As you all are aware that your Company was declared as SICK unit as per section SIC A LT/s 15(1) of SICA Act 1985 by Honorable BIFR in the year 2002 and State Bank of India was appointed as Operating Agency. Your Directors are pleased to inform you that draft rehabilitation scheme (DRS) which was prepared by OA State bank of India, Bhopal . has been approved by Honorable BIFR on 4.02.2009. As per the scheme of Honorable BIFR the Company has allotted 63 00 lacs worth Equity shares to Promoters on 31.03.2009.

Based on this audited balance sheet the net- worth of the company has turned positive and in view of the ratio laid down by the Honorable High Court of Kolkatta in the matter of M/s Zuari Agro Ltd and by the Honorable High Court of Madras in the matter of M/s Dunlop Ltd & Binny Ltd a company ceases to be as sick company once the net worth has turned positive. Your Board of Directors are intimating this position to the Board for Industrial & Financial Reconstruction, New Delhi.

FUTURE OUTLOOK:

Your Directors are optimistic that repair, restoration and replacement of critical parts of the Plant will get over soon. Once the desired level of Synchronization in Plant & Machinery is achieved your company hopes to perform well in future. With the approval of DRS, the hosts of benefits are available to your Company from the various Central /State Government and other Agencies, and this along with repayment of high cost debts will help reduce cost and increase efficiency and will also help to improve its performance significantly.

DIVIDEND:

Due to non-availability of profits, no dividend has been recommended.

DIRECTORS:

In accordance with the requirements of the Companies Act, 1956 and the Companys Articles of Association, Sh. Anand Lakhotia, director of the Company, retires by rotation and is eligible for reappointment.

Your Directors solicit your approval for the reappointment of the Director

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

In compliance with the provisions of section 217(l)(e) of the Companies Act, 1956, the statement giving the required information is annexed hereto.

Conservation of Energy:

The manufacturing activity of the Company were started with the help of own D G Sets of the Company and once the DRS scheme is approved by honorable BIFR your company will apply for Power connection to meet its power requirements. Your company in the meanwhile is continuing to operate on LT connection from JVVNL for its domestic electricity requirements.

The Company neither imported any technology nor did any research and development

There were no transactions relating to foreign exchange during the year

PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of the Company was in receipt of remuneration equal to/ exceeding the limit prescribed under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors Responsibility Statement it is hereby stated:

- that in the preparation of the annual accounts for the year ended 31.03.2009, the applicable accounting standards had been followed along with proper explanation relating to material departure.

- that the Directors have selected and applied such accounting policies consistently.

- that the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and - that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Vishal Vijay & Associates, Chartered Accountants, Hapur, who were appointed as Auditors in the Last Annual General meeting of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

PERSONNEL:

Labour Management relations were cordial during the period under report. Your Directors wish to place on record their appreciation of the valuable contribution made by all the employees to the business and operations of the company during the period under report.

ACKNOWLEDGEMENT:

Your Directors wish to place on record, their deep gratitude to R.I.I CO. Ltd., Jaipur and State Bank of India, Bhopal, Government Authorities and Suppliers for their continued support and patronage.

Your Directors wish to express their deep gratitude to all workers and stakeholders for their continued support and patronage.

By order of the Board

Sudhir Kumar Lakhotia Anana Lakhotia Director Director

Dated: 20/04/2009