To The Members,
Your Directors have pleasure in presenting the 42nd Annual
Report and Audited Financial Statements for the year ended 31sl March 2023.
Consolidated performance of theCompany and its subsidiaries has been referred to wherever
required.
1. FINANCIAL RESULTS:
(Amount in Lakhs)
| Particulars |
STANDALONE |
CONSOLIDATED |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
|
Rs. |
Rs. |
Rs. |
Rs. |
| Profit/ (loss) before Depreciation |
7573.94 |
8090.24 |
10024.32 |
11093.57 |
| Less: Depreciation |
1482.00 |
1259.99 |
2154.29 |
1763.34 |
| Profit before tax |
6091.94 |
6830.25 |
7870.03 |
9330.23 |
| Less: Income Tax Expense: |
|
|
|
|
| Current Tax |
1480.37 |
1770.25 |
2342.28 |
2660.25 |
| Deferred Tax |
89.73 |
(31.82) |
84.04 |
(39.46) |
| Total Tax Expenses |
1570.10 |
1738.43 |
2426.32 |
2620.79 |
| Net Profit/ (Loss) after tax |
4521.84 |
5091.82 |
5443.71 |
6709.44 |
| Other comprehensive income after tax for the year |
17.23 |
5.95 |
608.56 |
94.45 |
| Total Comprehensive Income for the year |
4539.07 |
5097.77 |
6052.27 |
6803.89 |
| Total Comprehensive Income attributable to Owners of the
Company |
|
|
5732.49 |
6427.35 |
| Total Comprehensive Income attributable to Non-Controlling
Interest |
|
|
319.78 |
376.54 |
| Earnings / (Loss) Per Share Basic |
6084.86 |
6851.86 |
6898.34 |
8518.17 |
| Diluted |
6084.86 |
6851.86 |
6898.34 |
8518.17 |
2. STATEMENT OF AFFAIRS AND FUTURE OUT LOOK:
The Company achieved a turnover of Rs. 30,997.21 lakhs against
tumoverof Rs. 33,086.00 lakhs during the previous year on standalone basis. Your company
has earned a Profit of Rs.4539.07 lakhs. The Board of Directors expects better results in
future.
On consolidated basis, revenue from operations for FY 2022-2023 was at
Rs. 50251.70 lakhs against Rs. 52523.72 lakhs during the previous year. Your Company has
earned a profit of Rs. 6052.27 lakhs against Rs. 6803.89 lakhs profit during the previous
year.
3. DIVIDEND:
The Board of Directors at their meeting held on 30lh
September, 2023, has recommended payment of Rs. 1800/- (Rupees Eighteen Hundred only) per
equity share of the face value of Rs.100/- (Rupees Hundred only) each as final dividend
for the financial year ended 31st March, 2023. The payment of the final dividend is
subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of
the Company.
Total dividend for the financial year 2022-23 would absorb to Rs.
1337.63 Lakhs.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source.
4. CHANGE IN NATURE OF BUSINESS:
During the year, there was no change in the nature of the business
activities of the Company.
5. DIRECTORS:
Pursuant to Section 149 of the Companies Act, 2013, the Board of
Directors of the Company is duly constituted with Mr. K.Ramachandra, Mrs.
K.Ranganayakamma, Mr. G. Ravindra Reddy, Mrs. Kukreti Soumya and Mrs. K.Uma
Priyadarshinias Directors of the Company. During the year, Mrs. K.Uma Priyadarshini was
appointed as the Director of the Company w.e.f from 01/12/2022 in EGM of the company held
on 01/12/2022.
6. BOARD MEETINGS: -
During the financial year 16 (Sixteen) Board Meetings were duly
convened and held.The intervening gap between the meetings was within the period
prescribed under the Companies Act,2013.The dates of the Board Meetings are:01.04.2022,
25.04,2022, 12.05.2022,
30.05.2022, 30.06.2022, 11.07.2022, 28.07.2022, 03.09.2022, 12.09.2022,
24.10.2022,
22.11.2022, 01.12.2022, 23.12.2022,12.01.2023, 24.02.2023 &
08.03.2023.
During the financial year 3 (Three) Corporate Social Responsibility
Committee Meetings were duly convened and held. The dates of the CSR committee meetings
are: 25.04.2022,12.01.2023 and 08.03.2023.
7. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that:
a) In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and the Profit of the Company for that period;
c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
d) The directors had prepared the annual accounts on a going concern
basis; and
e) Internal financial controls have been laid down and such controls
are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and those systems are adequate and operating
effectively.
8. AUDITORS:
M/s. Majeti & Co, Chartered Accountants, Hyderabad (Firm
Registration Number 15975S) were appointed as Statutory Auditors of the Company in the
Annual General Meeting of the Company held on 15th December 2018 for a term of
Five consecutive years (i.e., 2019-2024) commencing from the conclusion of the 37th
Annual General Meeting until the conclusion of the Annual General Meeting to be held for
the Financial Year 2023-2024.
Further the Auditors have confirmed that they are not disqualified from
continuing as Auditors of the Company.
9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:
Referring to the Basis for Qualified Opinion in the Consolidated
Auditors report Para (a), the Board clarifies that there was a complete cessation of
activities of BEML Midwest Limited, a subsidiary Company since September 2008 and matters
relating to the said Company is sub - judice before the Company Law board (now National
Company Law Tribunal) pending adjudication before the said Tribunal. Consequently, the
said financial statements have not been consolidated with its Holding Company.
Referring to the Basis for Qualified Opinion in the Consolidated
Auditors report Para(b)(i),
According to the information and explanations given to Statutory
Auditors of South Asia Granite and Marble Private Limited (Srilanka), a step-down
subsidiary company, they have not conducted the physical verification of stocks in view of
COVID LOCK DOWN and Fuel Crisis as at the balance sheet date. Inventory amounting to Rs.
121.97 Lakhs of South Asia Granite and Marble Private Limited (Srilanka) has been
accounted based on the management valuation.
Referring to the Basis for Qualified Opinion in the Consolidated
Auditors reportPara (b) (ii)
The subsidiaries auditors Reliance Diamond Tools Private Limited (Sri
lanka) and South Asia Granite and Marble Private Limited (Sri lanka), have qualified their
opinion as financial statements are being prepared on going concern basis as there was
significant scale-down of Operations in respective companies.
Your Board of directors has confirmed that the scale-down of operations
of respective companies are temporary only due to COVID-19 lock down situations and fuel
crisis only in Srilanka.
10. COST AUDIT:
Pursuant to the provisions of the Companies Act, 2013, the Board of
Directors at their meeting held on 30th day of May, 2022, had appointed M/s.
PKR & Associates, Cost Accountants, as the Cost Auditors of the Company for the FY
2022-2023 to conduct cost audit pertaining to relevant products prescribed under the
Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. M/s. PKR
& Associates, Cost Accountants have vast experience in the field of Cost Audit.
11. DETAILS OF SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has Subsidiaries, Associate/Joint Venture Companies within
the meaning of Section 2(6) & 2(87) of the Companies Act, 2013 ("Act").
There has been no material change in the nature of the business of the subsidiaries.
Pursuant to provisions of Section 129(3) of the Act, a statement containing salient
features of the financial statements of the Company's subsidiaries in Form AOC-1 is
attached as Annexure - A to this Report.
During the year, the Board of Directors (‘the Board')
reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the
Companies Act, 2013, your directors have prepared consolidated financial statements of the
Company, which forms part of this Annual Report.
There was a complete cessation of activities of BEML Midwest Limited, a
subsidiary Company since September 2008 and matters relating to the said Company is
subjudice before the National Company Law Tribunal for pending. Hence the Company could
not prepare the financial statements consequently the said financial statements were not
consolidated with the Company.The impact, if any, on account of non-consolidation is not
expected to be material.
12. TRANSFER TO RESERVES:
During the year, no amount was transferred to General Reserve.
13. DEPOSITS:
The company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013 ("the Act"). Accordingly, there is no disclosure or
reporting required in respect of details relating to deposits.
14. EXPORTS:
During the year, your Company has exported Processed Blocks and
Polished Slabs etc., and earned foreign exchange of Rs. 14,212.99 lakhs.
15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate on the date of this report.
Pursuant to the provisions of Section 4, 13read with Rule 9 & 29 of
the Companies (Incorporation) Rules, 2014 and any other applicable provisions of the
Companies Act, 2013 read with Rules made there under, as approved by their respective
members and Board the company has applied for change of the name of the Company from
Midwest Granite Pvt Ltd to Midwest Resources Private Limited on 05.09.2023.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
185 AND 186 OF THE COMPANIES ACT, 2013:
The Company has given loans during the year in accordance with the
provisions of the Companies Act, 2013 read with relevant Rules in force. The details are
mentioned in the notes to the Financials Statements. The Company has made investments and
provided guarantees/securities under section 185 and 186 of the Companies Act, 2013, which
are given in the notes to the financial statements. The Company has made the said
investments and provided guarantees/securities in accordance with the limits specified in
the said Section with the approval of the Board of Directors/members.
17. ACCEPTANCE OF UNSECURED LOANS FROM DIRECTORS:
During the year the Company has not accepted interest free unsecured
loans from its Directors and relatives of Directors.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES;
The transactions entered with related parties for the year under review
were on arms length basis and in the ordinary course of business. However the transactions
mentioned in the AOC-2 are covered under exemption notification issued by the Ministry of
Corporate Affairs dated 05.06.2015 i.e the transactions falling under section 188 of the
Companies Act, 2013 between Holding and Subsidiary/JV/Associates for which the said
section is not applicable.Hence the provisions of Section 188 of the Companies Act, 2013
are not attracted for the transactions between the companies stated supra. Further, there
are no material related party transactions during the year with the Promoters, Directors
or Key Managerial Personnel. However pursuant to Section 134(3)(h) & Rule 8(2) of the
Companies (Accounts) Rules, 2014 - AOC-2 is enclosed as Annexure-B.
19. CORPORATE SOCIAL RESPONSIBILITY:
In terms of section 135 and Schedule VII of the Companies Act, 2013,
the Board of Directors of your Company constituted a CSR Committee.The brief outline of
the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure-C of
this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The policy is available on the website of the Company.
20. EXTRACT OF ANNUAL RETURN:
Pursuant to The Companies (Amendment) Act, 2017, notification dated 3rd
January 2018, Companies having a website are required to place the copy of the Annual
Return on the website of the Company. The annual return for the year ended 31.03.2023 is
available in the link http://midwestgranite.com/reports/MGPL ANNUALRETURN 31032023.pdf
21. RISK MANAGEMENT:
The Company is committed to a proactive approach to risk management
which is based on the principles of creating risk awareness and anticipating and taking
preventing action to manage/mitigate risks. Considering the minimal exposure of the
Company to the risk threatening the Company's existence, the Company has not framed
any Risk Management Policy.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given below:
A. CONSERVATION OF ENERGY:
i. The Operations of the Company require extensive use of power and the
company is supplementing its power requirement by use of generators installed in the
Factory.
ii. There is no impact of the measures at (i) and (ii) above for
reduction of energy consumption and consequent impact on the cost of production of goods.
iii. Disclosure under Form A is not applicable to the Company.
B. TECHNOLOGY ABSORPTION:
FORM B
(Disclosure of particulars with respect to technology Absorption)
| i) Research and Development (R & D): |
|
| Specific areas in which R & D carried out by the Company |
: NIL |
| Benefits derived as a result of the above |
: NIL |
| Future plan of action |
: NIL |
| Expenditure on R & D |
: NIL |
| ii) Technology absorption, adaptation and innovation |
: NIL |
C) FOREIGN EXCHANGE EARNINGS AND OUT GO:
(On receipts and payments 6as?r(INR in Lakhs)
| Particulars _ |
2022-23 |
2021-22 |
| Foreign Exchange Earnings: |
|
|
| F.O.B Value of Exports |
14,212.99 |
13,642.47 |
| Interest Income |
- |
- |
| Dividend Income |
- |
- |
| Service Charges |
|
- |
| Misc. Income |
- |
- |
| Foreign Exchange outgo: |
|
|
| Value of Imports |
1030.91 |
1,959.73 |
| Travelling Expenses |
100.48 |
10.29 |
| Loan re-payment. |
|
|
| Interest |
|
" |
| Professional Charges |
13.74 |
" |
23. PARTICULARS OF EMPLOYEES:
The provisions as defined under Section 197 of the Companies Act, 2013,
read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 20 Mare not applicable to the Company. Hence the details are not
provided pursuant to the provisions stated above.However the remuneration paid to the
Directors is mentioned in the notes to the financial statements.
24. INTERNAL COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013;
The Company has constituted committee under the sexual harassment of
women at workplaces wherever applicable (prevention, prohibition and Redressal) Act, 2013
and complied with the provisions of the same.
The Company is committed to provide a safe and conducive work
environment to its employees during the financial year. Your Directors further state that
during the financial year, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
25. SECRETARIAL STANDARDS:
The Company has complied with the applicable Secretarial Standards as
notified from time to time.
26. INTERNAL FINANCIAL CONTROLS AND BOARD RESPONSIBILITY:
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the statutory
auditors and external consultants, including audit of internal financial controls over
financial reporting by the statutory auditors, and the reviews performed by management and
the board is of the opinion that the Company's internal financial controls were
adequate and effective during FY 2022- 2023.
27. DETAILS OF FRAUDS REPORTED BY AUDITOR;
Pursuant to sub-section (12) of Section 143 of the Companies Act, 2013
there are no frauds reported by auditors.
28. DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Rule 4 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 the Company is not required to appoint Independent Directors,
accordingly section 134(3) (d) of the Companies Act, 2013 is not applicable.
29. DETIALS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNAL:
There were no significant and material orders passed by the regulators
or courts or Tribunals impacting the going concern status and Company's operations in
future.
30. ACKNOWLEDGEMENTS:
The Board of Directors would like to place on record its appreciation
towards all the employees & the managerial personnel of the company for their
contribution in the operations of the company during the year under review. The Directors
would also like to record their sincere thanks to the Company's bankers, Central and
State Government officials, customers, vendors and the shareholders for their continued
support and cooperation.
|
BY ORDER OF THE BOARD |
|
|
FOR MIDWEST GRANITE PVT LTD |
|
|
Ranganayakamma |
lCiRa^tachandra |
|
" Chairman - Director |
TJtrtictor |
| Place: Hyderabad |
DIN: 00033569 |
DIN: 00060086 |
| Date: 30/09/2023 |
|
|
|