30 Apr 2017 | Livemint.com

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Mid India Industries Ltd.

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Mid India Industries Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

In Compliance with clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters mentioned in the said clause and practices as followed by the Company.

I. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of the organization. Good corporate governance leads to long term shareholders value and enhances interest of all stakeholders. It brings into focus the fiduciary and trusteeship role of the Board of align and direct the actions of the organization towards creating wealth and shareholder value.

The company's essential character is shaped by the value of transparency, customer satisfaction, integrity, professionalism and accountability. The Company continuously endeavors to improve on these aspects. The Board views corporate governance in its widest sense. The main objective is to create and adhere to corporate culture of integrity and consciousness, transparency and openness. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target. The Company's philosophy on corporate governance is guided by the company's philosophy of knowledge, action and care.

A. BOARD OF DIRECTORS

(I) The Company is fully compliant with the Corporate Governance norms in the terms of constitution of the Board of Directors ("the Board"). The Company's policy is to maintain an optimum combination of Executive and non Executive Independent directors. The Composition of your Company's Board, which comprises of five directors, is given in the table below and is in conformity with clause 49 of the listing agreement with stock exchange.

As will be seen from the following table, none of the directors holds office as a director, including alternate director, in more than 20 companies at the same time. None of them has directorships in more than 10 public companies, None of the directors serves as an independent director in more than seven listed companies or in more than three listed companies in case he is a whole time director in any listed company nor is any of them a member of more than ten committees of the prescribed nature or holds chairmanship of more than five such committee across all public limited companies in which they are directors. The Board does not have any nominee director representing any institution.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

*Further Shri Dharmprakash Shrivastav (w.e.f.12.08.2014), Shri Shreeram Singh (w.e.f.14.11.2014) & Shri Amrish Gupta (w.e.f.14.11.2014) resigned from the post of Director due to their pre occupation and other personal reasons.

*Further Board of Directors has appointed Smt. Deepika Gandhi (Independent Director) & Shri Sanjay Singh (Managing Director) w.e.f. 14.11.2014 subject to approval of members in ensuing general meeting.

The notice of every board meeting is given in writing to each director. The agenda along with the relevant information such as financial results, capital expenditure proposals and statutory dues, among others, are as a matter of routine, placed before the Board for its approval/information. Board Meetings are governed by a structured agenda. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. The Company Secretary in consultation with the Senior Management prepares the detailed agenda for the meetings

The necessary quorum remained present in all the meetings. Leave of absence is granted to the concerned directors who could not attend the respective Board Meeting. In Financial year 2014-15 four Board Meetings were held and the gap between two meetings did not exceed 120 days. The dates on which the said Meetings were held are as follows:

May 30th 2014, August 12th 2014, November 14th 2014 & February 05th 2015.

None of the Non-Executive Directors have any material pecuniary relationship or transactions with the Company

INDEPENDENT DIRECTORS MEETING

INDEPENDENT DIRECTORS MEETING

Pursuant to the clause 49 of the Listing Agreement and schedule IV of the Companies Act, 2013, the independent directors of the Company shall hold at least one meeting in a year without attendance of non-independent directors and members of the Management. Accordingly, independent directors of the Company met on 30th March 2015 to consider the following business as required under clause 49 of the Listing Agreement and the Companies Act, 2013:-

(a) Review the performance of Non-Independent Directors and the Board as a whole;

(b) Review the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors and;

(c) Assess the quality, quantity and timelines of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the independent directors were present for the meeting.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Well-defined and structured questionnaires were prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, areas of responsibility, execution and performance of specific duties, obligations and governance, compliance etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Qualitative comments and suggestions of Directors were taken into consideration by the Chairman of the Board and the Chairman of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process.

FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company

https://helpx.adobe.com/acrobat.html

ii) Inter-se relationship among directors

There is no inter-se relationship among the directors.

iii) Role of Independent Director

Independent Directors play a key role in the decision making process of the Board and in shaping various strategic initiatives of the Company The Independent directors are committed to act in what they believe to be in the best interest of the Company and its stakeholders. The Independent Directors are professionals, with expertise and experience in general corporate management, public policy, finance, financial services and other allied fields. The Company benefits immensely from their inputs in achieving its strategic direction.

iv) Details of the Directors seeking re-appointment at the forthcoming Annual General Meeting as per Clause 49(1)(A) of the Listing Agreement.

Brief resume(s) of the Directors proposed to be appointed / re-appointed are given in the Notice convening the Annual General Meeting in separate annexure.

(v) Board Procedure

A detailed agenda folder is sent to each Director in advance of Board and Committee meetings. To enable the Board to discharge its responsibilities effectively, the Chairman briefs the Board at every meeting on the overall Company performance and compliance of the company wherever applicable.

COMMITTEES OF THE BOARD

(I) Audit Committee (Mandatory Committee)

The Audit Committee acts as a link among the Management, the Statutory Auditors, Internal Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committee's purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process including review of the internal audit reports and action taken report. As required under Section 177 of the Companies Act, 2013 ("the Act") read with the provisions of Clause 49 of the Listing Agreement(s), the Board has Re-constituted an Audit Committee consisting of Shri Rakesh Kumar Jain, Shri Aneet Jain and Smt. Deepika Gandhi Non Executive independent Directors. All the members of the committee, including committee chairman are independent director. All the members of the committee are financial literate.

As mandated by clause 49 of the Listing agreement

1. The representatives of statutory and internal auditors of the company are also invited in the audit committee meetings.

2. The gap between two audit committee meetings was not more than 120 days.

3. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company.

(ii) Terms of reference of the Audit Committee

The terms of reference of Audit Committee are as under:

(-) Examination of Financial statement and statutory Auditor's Report thereon and discussion of any related issues with the internal Auditor's Report & statutory Auditors and the management of the Company

(-) Review of Financial statement before their submission to the Board, including Director's Responsibility statement , changes in accounting

policies and practices , statutory compliances and qualification in draft audit report.

(-) Approval or any subsequent modification of transactions of the Company with related parties.

(-) Recommending the appointment and removal of external auditor, fixation of audit fee and approval of payment of any other services: (-) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(-) Reviewing with management, the annual financial statement before submission to the Board for approval, with particular reference to: a). Matters required to be included in the Directors responsibility statement to be included in the board's report as per Section 134(3)(c) of the Companies Act, 2013.

b). Changes in the Accounting policies and practices and the reasons for the same, major accounting entries and significant adjustments made in the financial statements arising out of audit findings.

c). Significant adjustments made in the financial statements arising out of audit findings. d). Compliance with listing and other legal requirements relating to financial statements.

e). Disclosure of any related party transactions & Approval or any subsequent modification of transactions of the company with related parties if any

(-) Discussing with external auditors before the audit commences on the nature and scope of audit, as well as having post-audit discussion to ascertain any area of concern,

(-) Reviewing the management discussion and analysis of the financial conditions and results of operations. (-) Reviewing the Company's financial and risk management policies;

(-) Review and monitor the auditor's independence and performance, and effectiveness of audit process; (-) Scrutiny of inter-corporate loans and investments;

(-) Valuation of undertakings or assets of the company, wherever it is necessary; (-) Evaluation of internal financial controls and risk management systems;

(-) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(-) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of

the official heading the department, reporting structure coverage and frequency of internal audit; (-) Discussion with internal auditors of any significant findings and follow up there on;

(-) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

(-) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(-) To review the functioning of the Whistle Blower mechanism;

(-) Approval of appointment of CFO (or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

(-) Undertake such other functions as may be entrusted to it by the Board from time to time.

(-) The Chairman of the Committee to attend the Annual General Meeting to respond to the queries of shareholders.

(II) Stakeholders' Relationship Committee

As required under Section 178(5) of the Companies Act, 2013 ("the Act") read with the provisions of Clause 49 of the Listing Agreement(s), the Board has re-constituted Stakeholders Relationship Committee which comprises of three Directors of Shri Rakesh Kumar Jain, Shri Aneet Jain and Smt. Deepika Gandhi Non Executive independent Directors. The constitution and terms of reference of Stakeholders' Relationship Committee of the Company are in compliance with provisions of Companies Act, 2013 and the Listing Agreement.

(ii) During the year under review (5) Five complaints were received from shareholders and all were disposed off, there were no complaints pending unresolved as at the end of the year

(iii) Share transfer in physical form are registered by the Registrar and returned to respective Transferee/person within a period ranging from one to two weeks provided the documents lodged with Registrar /Company are clear in all respects.

(iv) Name, designation and address of Compliance Officer

Mr. Shailendra Agrawal, Company secretary and Compliance of

Mid India Industries Limited

2/3, New Palasia, Pt. Ramnarayan Shastri Marg Indore-452002 (M.P

Tel. 0731-2543402, 2233231 Fax: 0731-2530916

Email id- csmidindia@gmail.com

Terms of Reference:

The Board has clearly defined the terms of reference for this committee, which meets in regular intervals and looks into the matters of shareholders/investors grievances along with other matter listed below:

(-) Approval of transfer of shares and issue of duplicate/split/consolidation/sub-division of shares certificates. (-) Monitor redressal ofinvestors' / shareholders' / security holders' grievances. (-) Oversee the performance of the Company's Registrar and Transfer Agents. (-) Recommend methods to upgrade the standard of services to investors.

(-) Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. Shareholders are requested to furnish their telephone numbers and e-mail addresses to facilitate prompt action.

(III) Nomination and Remuneration Committee

Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Act, the Board has re-constituted and renamed the Remuneration Committee as Nomination and Remuneration Committee and adopted new terms of reference.

The terms of reference for the Nomination and Remuneration Committee includes:

 (-) To formulate a Nomination and Remuneration Policy on:

a) determining qualifications, positive attributes and independence of a director.

b) guiding remuneration of Directors, Key Managerial Personnel ("KMP") and other employees and Board diversity.

(-) Recommend Nomination and Remuneration Policy to the Board.

(-) Identify candidates who are qualified to become Directors.

(-) Identify persons who are qualified to become Senior Management (Senior Management of the Company means employees of the Company who are Divisional Heads and Corporate Functional Heads).

(-) Recommend to the Board the appointment and removal of Directors and Senior Management.

(-) Lay down the process for evaluation of the performance of every Director on the Board.

(-) The Chairman of the Committee to attend the General Meeting to respond to the queries of shareholders.

Remuneration of directors

 (-) No sitting Fees was paid to any Director of the Company during the financial year

 (-) The company does not have any service contract with any of its directors.

 (-) The company has not granted any stock option to any of its director/employees.

The Nomination and Remuneration Committee at its meeting held on 12th August 2014 approved the Nomination and Remuneration Policy

and the methodology for conducting the performance appraisal of the Board, the Board Committees and the Directors. The details of

Nomination and Remuneration Policy and methodology for conducting the performance appraisal of the Board, the Board Committee and the

Directors is given below:

Nomination and Remuneration Policy

Pursuant to Clause 49 of the Listing Agreement and Section 178 of the Act, the Nomination and Remuneration Committee has adopted a Nomination and Remuneration Policy which provides guidance on:

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

2. A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

3. The Company shall not appoint or continue the employment of any person as Managing Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM/TENURE

Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years or three years as case may be. No re-appointment shall be made earlier than one year before the expiry of term.

Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL:

1. Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/ whole-time Directors.

2. Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

I). The Services are rendered by such Director in his capacity as the professional; and

ii). In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management:

a). The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

b). The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

c). The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

SUBSIDIARY COMPANY

The Company does not have any subsidiary company.

MANAGEMENT

A).The Management discussion and analysis report

The Annual Report has a detailed chapter on Management Discussion and Analysis.

B).Disclosure by Management to the Board

All details relating to the financial and commercial transactions where directors may have a potential interest are provided to the Board, and the interested Directors neither participate in the discussion, nor do they vote on such matters.

Compliance with Mandatory / Non Mandatory requirements.

The Company has complied with all the applicable mandatory requirement of clause 49 of the listing agreement. The following non-mandatory requirements have been adopted by the Company:

(a) Half yearly financial result including summary of the significant events are presently not being sent to the shareholders of the company.

(b) Auditor's Report does not contain any qualifications.

(c) At present, there is no separate office for use of Chairman.

(d) The Internal Auditors report directly to the Audit Committee.

DISCLOSURES

A). There were no material transactions of the Company with its promoters, directors, and management on their relatives that may have conflict with the interest of the Company at large.

B). The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, and in conformity, in all respects, with the generally accepted accounting principles and standards in India. The estimates/judgments made in preparation of these financial statements are consistent, reasonable and on prudent basis so as to reflect true and fair view of the state of affairs and results/operations of the Company.

C). The Company has well defined management policies to manage the risk inherent in the various aspects of business. The Board is regularly informed about the business risks and the steps taken to mitigate the same.

D). During the last three years, there were no strictures or penalties imposed on the company by the stock exchange or SEBI or any statutory authority, on any matter related to capital markets.

E). During the year under review Company has not issued any type of securities. No GDR/ADR issued by the Company.

F). The company has established a mechanism for employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy.

G). Pursuant to section 177(9) and (10) of the Companies Act, 2013 and clause 49 of the listing agreement, the Company has formulated Whistle Blower policy for vigil mechanism for directors and employees to report to the management about the unethical behavior, fraud or violation of company code of conduct.

H). Business risk evaluation and management is an ongoing process within the company. The assessment is periodically examined by the Board.

I). The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year no complaints of sexual harassment were received. J). As per clause 5AII of the listing agreement there is no unclaimed shares in the company.

SHAREHOLDER'S INFORMATION

Means of Communication

Presently, the quarterly/half yearly financial result is not sent individually to the shareholders. However as required under the listing agreement, the same are published in the Free Press Journal (English) & Chotha Sansar (Hindi).

The approved financial results are forthwith send to the Stock exchanges and are published in a national English news paper. In addition the same are also posted on website of the Company.

The Company's financial results and official press releases, shareholding patterns, and all other corporate communication are displayed on company's website www.midindiaindustries.com  and same has been send to stock exchanges for their up gradation.

Sections 20 & 129 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 permit companies to service delivery of documents electronically on the registered members'/ shareholders' email addresses. The Company, during the year under review sent documents, such as notice calling the general meeting, audited financial statements, Board's Report, Auditors' Report etc. in electronic form at the email addresses provided by the shareholders and made available by them to the Company through the depositories. Shareholders desiring to receive the said documents in physical form continued to get the same in physical form, upon request.

The Company also files the following information, statements, reports on websites specified by Bombay Stock Exchange Limited.

(-) Full version of the Annual Report including the Balance Sheet, Statement of Profit and Loss, Board's Report and Auditors' Report, Cash Flow Statement and quarterly financial statements.

(-) Corporate Governance Report.

(-) Shareholding pattern.

GENERAL SHAREHOLDER INFORMATION

AGM: Date, Time and Venue

Monday, 28th Day of September, 2015 at 1.00 P.M. at the Registered office of the company situated at Textile Mill Area, Station Road, Mandsaur (M.P.)-458001,

Last date for receipt of proxy forms: 26th September, 2015

Financial reporting for 2015-16:--

1st Quarter ending 30th June, 2015 :Second fortnight of August, 2015

2nd Quarter ending 30th September, 2015 :Second fortnight of November, 2015

3rd Quarter ending 31st December 2015 :Second fortnight of February , 2016

4th Quarter ending 31st March, 2016 :Before 30th May, 2016

Date of Book Closure

Tuesday 22nd Day of September, 2015 to Monday 28th Day of September, 2015 [Both days inclusive]

Listing on Stock Exchanges

Delhi Stock Exchange Limited New Delhi Bombay Stock Exchange, Mumbai Ahmadabad Stock Exchange Limited Ahmadabad (Voluntary delisted its shares w.e. f. 24.12.2014)

Dividend Payment Date

No Dividend was recommended by the board of the Directors for financial year 31st March, 2015..

Stock Code - Bombay Stock Exchange Limited (500277)

ISIN Code- INE401c01018

CIN- L17124MP1991PLC006324

Registrar and Transfer Agents

Ankit Consultancy Private Limited

60- Pardesipura, Electronic Complex, Indore-452010, M.P. PH 0731-3198601-602

Share Transfer System

All the transfer received are processed by the Registrar and transfer Agent

Outstanding GDRs/ADRs/Warrants or any convertible instruments , Conversion date and likely impact on equity

The Company has not issued any GDRs/ADRs/Warrants or any convertible Instruments.

Address for correspondence

Shareholders correspondence should be addressed to: Mid India Industries Limited

2/3, New Palasia, Pt. Ramnarayan Shastri Marg Indore-452002 (M.P.) Tel. 0731-2543402, 2233231 Fax:0731-2530916 Email id- csmidindia@gmail.com

Plant Location

Textile Mill Area Station Road, Mandsaur (M. P.)

Whistle blower policy/vigil mechanism

Pursuant to section 177(9) of Companies Act, 2013 and clause 49 of Listing Agreement, the Company has a Board approved whistle blower policy/vigil mechanism to enable directors and employees to report to the Management their concerns about unethical behavior, actual or suspected fraud or violation of Company's code of conduct or ethics policy. This mechanism provides safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee in exceptional cases. The policy/vigil mechanism has been appropriately communicated to the employees within the organization and has been put on the Company's website www.midindiaindustries.com >.

None of the employees has been denied access to the Audit Committee under this policy during the year under review

Secretarial Audit for Reconciliation of Capital

As stipulated by SEBI a qualified practicing Company Secretary carries out secretarial Audit to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the listed stock exchanges. The audit confirms that the total listed and paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL/CDSL) and total number of shares in physical form. As on 31st March 2015, 61.34% of shares were held in dematerialized form and rest 38.66% in physical form.

Code of Conduct

The Board of Directors has laid down the Code of Conduct for all the Board Members and members of the senior management. The Code is also placed on the Company's website-www.midindiaindustries.com . A certificate from the Managing Director, affirming compliance of the said Code by all the Board Members and members of the senior management to whom the Code is applicable, is annexed separately to this report.

Further, the Directors and the Senior Management of the Company has submitted disclosure to the Board that they do not have any material financial and commercial transactions that may have a potential conflict with the interest of the Company at large.

Code for prevention of Insider trading practices

Securities and Exchange Board of India has notified on 15 January 2015 new regulations for prohibition of insider trading (effective from 15 May 2015) repealing the regulations issued in 1992. In Compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended till date on prohibition of insider trading, the Company has comprehensive Code of Fair Disclosure and Code of Conduct for prevention of Insider Trading, 2015 strictly adhered to by its management, staff and relevant business associates and

the same is being uploaded on website. The code expressly lays down the guidelines and the procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences on non-compliance thereof.

CEO/CFO Certification

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Managing Director and the Chief Financial Officer also give quarterly certification on financial results to the Board in terms of Clause 41 of the Listing Agreement.

Certificate on Corporate Governance

The Company has obtained the certificate from the Statutory Auditor of the company regarding compliance with the provisions relating to corporate governance laid down in clause 49 of the Listing Agreement with the stock exchanges. This Certificate is farm part of corporate governance Report for the year 2014-15. This certificate will be sent to the stock exchanges, along with the annual report to be filed by the Company.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODEOFCONDUCT

I Sanjay Singh Managing Director of the MID INDIA INDUSTRIES LIMITED declared that all the members of Board of Directors and senior management personnel have affirmed compliance with the code of conduct for the financial year ended on 31st March 2015.

For MID INDIA INDUSTRIES LIMITED

Sanjay Singh

Managing Director DIN 01548011

Place: Indore

Date: 12th August, 2015