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Mid India Industries Limited Proxy Solicitation & Information Statement 2021

Aug 17, 2021

63474_rns_2021-08-17_6da6e26b-2e99-435f-80e5-7d1db70252f3.pdf

Proxy Solicitation & Information Statement

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Mid India Industries Limited

Corporato Offlee .405, PrincessCentre.6/3, New Palasia. IndOle-452001 (India) Phone: +91-731.2543402, 2433231 Fax. +91·731·2530916 'Emait csmldlndla@gma,lcom CIN: L17124MPI991PLC006324

Date: 17,hAugust, 2021

To, The Secretary, Corporate Relationship Department, nSF.Limited Phiro7.cjccjeebhoy Towers, Dalal Street,Mumbai-400001

SU.b:• Submission of Notice of 30,h Annual General Meeting of the Company.

Ref: MID INDIA INDUSTRIES LIMITED (nSIl Securtty Code: 500277; ISIN: INE401C01018).

With reference to subject captioned above, we arc enclosing herewith Notice convening 30th Annual General Meeting of the Company scheduled to be held on Monday, 20'" September 2021 through Video Conferencing rVe")! Other Audio Visual Means ("OAVM") for which purpose the Registered office of the company 511(111 he deemed as the venue for the Meeting.

YOLI are requested to please take on record the above Notlce for your reference and further needful.

Th,111king you.

Yours Faithfully,

MID INDIA INDUSTRIES LIMITED

CIN: L17124MPI 991PLC006324

I~egisteredOffice:Textile Mill Area.Station Road,Mandsaur M.P.45800 I IN Corporate Office: 405. PrincessCentre.6/3. New Palasla,Indore 452003(M.P.} Tei. 07422·234·999;Email [email protected]. Website-www.midindiaindustries.co m

NOTICEOF 30T" ANNUAL GENERALMEETING

NOTICll is hereby given that 30th Annual GeneralMeeting of the Members of MID INDIA INDUSTRIESLIMITED will be held on Monday 20lh September. 2021 at 2.00 P.M. (IS'n. through Video Conferencing ("VC")I Other Audio Visual Means ("OAVM") for which purposes the Registered office of the company shall be deemed as the venue for the Meeting and the proceedings of the Annual GeneralMeeting shall be deemed [Q be made thereat. to transact the following businesses:

ORDINARYBUSINESSES:-

    1. To receive, consider and adopt the audited financial statement of the Company for the financial year ended 31st March. 2021, together with the reports of the Board of Directors and Auditors thereon.
    1. To appoint a Director in placeof Shri Bhawani Shankar Soni (DIN: 01591062). who retires by rotation and being eligible offers himself for re-appointment.
    1. To appoint auditor of the company and to fix their remuneration.

To consider and. if thought fit, to pass. the following resolution. with or without modification. as an ordinary resolution:

"RESOLVEDTHAT in terms of the provision of Sections 139, 141 and 142 and all other applicable provisions of the CompaniesAct. 2013 read with the Companies (Audit and Auditors] Rules. 2014 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements] Regulations. 2015, (including any modification or amendment or re-enactments thereof for the time being in force) and pursuant to the recommendation of the Audit committee. MIs. A T M & ASsociates,Chartered Accountant. Indore (Finn Registration No. 017397C), be and are hereby appointed asStatutory Auditors of the Company.in placeof MIs C Lased & Associates Chartered Accountants, Indore (Firm Registration No. 006842C). the retiring Auditors of the Company whose tenure expires at this Annual General Meeting. to hold office for a term of five consecutive years from the conclusion of the 30th Annual General Meeting. until the conclusion of the 35,h Annual.General Meeting of the Company cobe held in the calendaryear 2026 on such remuneration and terms and conditions asset out in the explanatory statement to this Notice.

"RESOLVEDFURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, things and take all such steps as may be necessary,proper or expedient to give effect to this resolution."

SPECIALBUSINESS:-

4. ALTERATION IN MAIN OBJECT CLAUSEOf THE COMPANY:

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

"RESOLVED THAT pursuant to the provisions of Section 4. 13. 15 and all other applicable provisions, if any, of the Companies Act. 2013 (the "Act") read with applicable Rules and Regulations made there under (including any sraturory modif1catlon(s) or re-enacunentfs) thereof for the time being in force) and subject to such approvals. permissions and sanctions of Registrar of Companies. appropriate authorities, departments or bodies ~IS and to the extent necessary, consent of the members of the Company be and are hereby accorded for effecting the alterations in the Main Object Clause II1(A)of' the Memorandum of Associauon (the "MOA") by adding following new Sub-Clause 1B after Sub-Clause 1A as given bclow--

  1. To carryon in India or elsewhere the business as traders. merchants, wholesalers. retailers, liasioners. stockists, distributors, importers, exporters, intermediaries, middle men. brokers, suppliers, indenters, C&Fagents. commission agents, buying agents, selling agents, or otherwise to exchange, load, unload, handle, deal in ail types of machinery equipments, furniture, components, goods. articles. things, products. agri and non-agri commodities, consumabtcs. packaging materials. food products, accessories, cloths. garments, spare parts, ingredtenrs, systems. substances. instruments, chemicals, devices, fittings. tools, dies. jigs. compounds, raw materials. by' products, semi-finished products. materials, wastes, residues, derivatives. appliances, stores, preparations. mixtures, vehicles and other items and units used in any industry, commerce, transport. publlc welfare needs. defence, aviation. agriculture, constructions, power. transmission, pollution or ill any other field,

RESOLVED fURTHER THAT the Board of Directors of the Company (hereinafter referred to as the "Board". which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board. be hereby authorized on behalf of the Company to do all such acts. deeds. matters and things as it may, in its absolute discretion. deem necessary, to settle any questions, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies or such other authority arising from or incidental to the said amendment without requiring the Board to secure any further consent or approval of the members of the Company,"

By order of the Board of DirectoClJ~ Q ,

\C'~~

~p", .:!!' " I, ~~ ~:\NOORE\

Date: 121h August, 2021 Place: Indore

MID INDIA INDUSTRIES LIMITED CIN: L17124MP1991PLC006324 Registered Office: Textile MillArea, Station Road, Mandsaur MP458001 IN Websitc-www.mldindlaindustries.com Email id·[email protected] Tel. 07422-234999

Shailendra Kumar Agrawal ~ Company Secretary ACS-25819

    1. In view of the ongoing COVII)-19 pandcmlc. the Mlnlslry of Corporate AITail', (MCA) vide its General Circular No. lJI./2020 doted April O. 2020, General Circulnr No. 17/2020 dated April 13.2020. General Circular No. 20/2020 doted May 5. 2020. and General Circular no. 02/2021 dated January 13, 2021 (collectively "MeA Circulars") and Securities and Exchange Board of India ("SEBI") VIde its circular no. SEnl/1I0/Cr-D/CMD I/CII~/P/2020/79 dated May 12, 2020 and circular no. SEBI/HO/CPD/CM02/ CIR/P/2021/11 dated january 15, 2021 (collectively "SEBI Circulars"), have permitted companies to conduct /\GM through VC or other audiO visual means, subject to compliance of various conditions mentioned therein. In compliance with the aforesaid MCAClrculars and SEBI Circulars and the applicable provisions of Companies Act. 2013 and rules made thereunder. and SEBI (usung Ohllgattons and Disclosure Requirements) Regulations, 20 IS, the 30,h ACM of the Company is being convened and conducted through VC/OAVM Facility, which does not require physlcal presence of Members at a common venue. The Company has availed the faclliry of Central Depository Services (India) Limited (CDSL) for convening the 30,h AGM through VC/OAVM. a derailed process in which the members can attend the AGM through VC/OAVM has been enumerated in Note number 30 of this Notice.
    1. The attendance of the Members attending the IIGM through VCjO/\ VM will be counted for the purpose of ascertaining the quorum under Section 103 ot the Companies ACt. 2013 (the ACt).
    1. ELECTRONIC DISPATCH 01' NOTICE AND ANNUAL REPORT: In accordance with the MCA General Circular No. 20/2020 dated 5th May, 2020 & MCA General Circular No. 02/2021 dated 13rh January, 2021 and SEBI Circular No. SEBI/HO/CFDjCMD1/CIR/P/2020/79 dated 12th May. 2020 & Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15th January, 2021, in view of the prevailing situation and owing to the difficulties involved in dispatching physical copies of the financial statements (including Board's Report, Auditor's Report or other documents required to be attached therewith] for the Financial Year ended 31st March, 2021 pursuant to section 136 of the Act and Notice calling the /\GM pursuant UJ secuon 101 of the ACI read With the Rules framed thereunder. such statements including the Notice of AGM are being sent only in electronic mode to those Members whose e-mail addresses arc registered with the Company/R&STA or the Depository Participant(s). The Company will not be dispatching physical copies of such statements and Notice of AGM to any Member.

Members are requested to register/update rheir email addresses, in respect of electronic holdings with the Depository through rhe concerned Depository Participants and in respect of physical holdings with Registrar and Share Transfer Agent by following due procedure.

4·. For Members who have not registered their e-mail address and those members who have become the members of the Company after friday 20.11 August, 2021 being the cut-off date for sending soft copy of the Notice 01 30.11 /\GM I.Il1d Auuua!

Report for the financial year 2020-21, in Pormble Document Formac (PDP), will also be available 011 the Company's website www.midindiaindustries.com and website of CDSI.i.e.www.evotingindia.com and on website of stock exchangeviz. www.bseindia.com.

  1. A MEMBER ENTITLEDTO ATTENDAND VOTEAT TNE MEETINGIS ENTITLED TO APPOINT A PROXY/ PROXII,S TO ATTF.ND AND VOTE INSTEAD or HIMSELF/HERSELF. sucu A PROXY/PROXIES NEEDNOTBEA MEMBEROF THE COMPANY.

However, since the 30th AGM of the Company will be convened through VC/ OAVM, whore there will be no physical attendance of members. the requirement of appointment of proxies pursuant to the provisions of Section 105 of the Act hasbeendispensed with. Accordingly, attendanceslip and proxy form will not be annexed to this Notice.

    1. Pursuant to the provisions of Sections 112 and 113 of the ACt, corporate/Institutional member can authorize their representatives to attend the AGM through VC/OAVM and cast their votes through e-vorlng. Provided a scan copy (PDF) of the Board Resolutionaurhortztng such rcprcscntauvc to attend the AGM of the Company through ve/ OAVM on its behalf and to vote through remote e-voting shall be sent to the Scrutinizer through the registered email address of the membcr(s) at [email protected] with a copy marked to the Companyat [email protected].
    1. Pursuant to Provisions of Section91 of the CompaniesAct. 2013, the Re.gisterof Members and ShareTransfer Book of the Companywill rematn closed (luring the period from Tuesday, 14111 Day of September, 2021 to Monday 20111 Day of September, 2021 (both days inclusive) for the purpose of 30th Annual General Meeting.
    1. The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the businesses set out in the Item No.3 & 4 of Notice is annexed herewith.
  • The Board of Directors has considered and decided to include the Item No.4 given above as Special Business in the forthcoming AGM,as it is unavoidable in nature.
    1. In terms ofthe Article of Association of the Company read with Section 152 of the CompaniesAct 2013 Shri Bhawani ShankarSoni (DIN: 01591062), Whole Time Director is liable to retire by rotation at the ensuing Annual General Meeting ,1I1d being eligible offer himself for reappointment. Although his term is fixed and shall not break due to this retirement. The Board of the Directors of the Company recommends his reappointment.

  • '10. Details as required in sub-regulation (3) of Regulauon 36 of the 51,;I:H(Listing Obllgations and Disclosure Requirements) Regulations. 2015 (Listing Regulations) and Sccretarlal SWIl(I~"'ds on General Meetings (S5·2) in respect of the Director seeking re-appolntmonr at the ACM, forms integral part of the Notice.
  • 11.The Securities andExchange Board of India (SEBI) has mandated the submission of Permanent Account Number [PAN) by every oarucipant in securities market. Members holding shares in electronic form arc, thorcfore, requested to submit their PAN to their' Depository Participants with whom they are maintaining their dcmat accounts. Further, as per SE[l1 Circular dated April 20, 2018 ali securities holders holding securities in physical form should submit their PI\N and Oank account details to the RTA.
  • . 12. Members who hold shares in dematerialized form and want to provide/change/correct the bank account details should send the same immediately to their concerned Depository Participant(s) and not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Particlpantls). The Company will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank aCCOUrH details. While making payment of Dividend, the Registrar and Share Transfer Agent is obliged to usc only the data provided by the Depositories, in case of such dematerialized shares.
    1. Members who are holding shares in physical form are advised to submit particulars of their hank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to our Registrar and Share Transfer Agent.
  • It. MeinDerS WIlO nom snares II) ocmarenauzcc rorrn ana want [0
    1. TRANSFER OF SHARESPERMITTED IN DEMAT FORM ONLY: As pel' Regulation 40 of the Listing Regulations as amended, secunues of listed ccrnpames Gall be transferred only in dematertallzed form with effect from 1st April. 2019. except In case of transmission or transposition of secunnes, In view of the above and to eliminate risk associated with physical shares and to avail various benefits of dernaterialtzanon. members are advised to dematerialize their shares held in physical 1'01'111.
    1. Members holding shares in physical form and desirous of making a nomination in respect of their shareholdings in the Company, as permitted under Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies (Sharc Capital and Debentures) Rules, 2014, may fill Form SH·13 and send the same to the office of the Company and/ or its RTA.In case of shares held in dematerialized form, the nomination/change in nomination should be lodged with their respective Depository Participants.
    1. Members, who hold shares in multiple Demat accounts and those who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are advised to consolidate their holdings in single Demat account/ Folio.

    1. ln case of joint holders attending the meeting, only such jolnt holder who is higher in the order of names will be entitled to vote.
    1. Members desirous of obtaining any information concerning to the accounts and operations of the Company are requested to send their queries to the Company Secretary at least 7 (seven days) before the date of the meeting so that the required information can be made available at the meeting.
  • '19.The Register of Directors and Key Managerial Personnel and their sharcholding, maintained under Section j 70 of [he ACl, and the Register of Contracts or Arrangements in which the directors arc mrcrested. maintained under Section 199 of the Act, and relevant documents referred to in this Notice of AGMwill be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the dare of Circulation of this Notice up to the date of AGM, i.e. Monday, September 20th, 2021. Member's seeking to inspect such documents can send an email to [email protected]
    1. Members are requested to contact the Registrar and Share Transfer Agent for all matter connected with Company's shares at Anklr Consultancy Private Limited, 60 Pardeslupura. ElectroniC Complex, Indore (M.P,).
  • . 21. Investor Grievance Redressal: The Company has designated an exclusive mail ID i.e. cSll1idindia@gll'lail.com to enable the investors to reglsrer their' complaints / send correspondence, ir any.
    1. Webcast: Members who arc entitled to participate in the AGM can view the proceedings of AGM by Jogging in the website of CDSLat www.cvoringiudia.com using the login credentials.
    1. The Company has appointed Mr. L.N, Joshi, Practicing Company Secretary (Membership No. I'CS-5201: CP No.1·2IG) to act as the scrutinizer for conducting the remote e-votlng process as well as the c-votlng during AGM[insta poll), ill a fair and transparent manner.
    1. The voting rights of Shareholders shall be in proportion of shares held by them to the total paid up equity shares of the company as on Monday 15th September, 2021, being the cut-off date.
  • <15A. person who has acquired the shares and has become a member of the Company after dispatch of notice of AGM and prior to the Cut-off dart' i.e. Monday 13,h September, 2021 shall be entitled to exercise his/her yore either electromcally i.e. remote e-voting Or'c-voting during AGM(insta 11011) following the procedure mentioned in this Notice.
    1. A person who is not a Member as on Monday 131' September, 2021 should treat this Notice for information purposes only.

    1. The procedure for joining the AGM through VC/OAVM is mentioned in this Notice. Since the AGM will be held through VC/OAVM,the route.' map is not annexed in this Notice.
  • . 28. The recorded transcript of the forthcoming AGMshall also be made available on the website of the Company - www.mtdtndtatndusutes.com as soon as possible after the Meeting is over.
    1. In compliance with the provisions of sccuon 108 of the Act and Rule 20 of the Companies (Management and Admtntstrarton) Rules, 201~ and any amendments thereto. Secretarial Standard on General Meetings ("55-2"). Regulation 44 of the SEBI Listing Regulations and MeA Circulars, the facility for remote e-voting and e-votlng in respect or the business to be transacted at the AGMis being provided by the Company through Central Depository Services (IndiaJ Limited ("CDSL"). Necessary arrangements have been made by the Company with CDSLto facilitate remote e-voring and e-vottng during the AGM.

30.THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

  • (1) The Members can JOIll the AGM in rhe VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeling by following the procedure mentioned in the Notice. The facility of participation at the ACM through VC/OAVMwill be made available to at leas; 1000 members 011 first tome first served basis. This will not include large Shareholders (Shareholders holdmg 2% or more shareholding), Promoters. Instltuuonal Investors, Directors. Key Managerial I'ersonnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Auditors etc. who are allowed to attend the AGMwithout restriction on account of first come first served basis.
  • (ii) The voting period begins on Friday 17,h September, 2021 from 9.00 A.M.and ends on Sunday. l'.l,h September. 2021 at 5.00 P.M. During this period shareholders' of the Company, holding shares either in physical form nr in dematerialized form. as on the cut-off date (record dare] of Mond:lY 13th September. 2021. may cast their vote electronically. The e-voting module shall be disabled by CDS!. for voting thereafter.
  • (iii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
  • (iv) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange BOHrdof India (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed enuues are required to provide remote e-voung facility to us shareholders. in respect of all shareholders' resolutions. However. It has been observed that the participation by the public non-institutional sharcholders/rctatl shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voring facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase: the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the dcmat account holders, by way of a single login credential, through their demat accounts/ websltes of Deposirories/ Depository Purticipants. Demar account holders would be able to cast their vote without having 1'0 register again with the ESPs, thereby, not only facilitating seamless aurhenucanon but also enhancing ease and convenience of participating in e-vonng process.

(v) In terms of SEBI circular no. SEBljHOjCI'D/CMDjCIR/Pj2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual ....,,, ... '..,_" " . ,,",v·shareholdors holding- securities in demat mode. are allowed to vote through their., dcrnat account maintained with Depositories and Deposirory Participants. Shareholders are advised to update their mobilc number and email Id in their dcrnat accounts in order to access e-Votlng facility.

Pursuant to above said SEBICircular, Login method for e-Voting and joining virtual meetings for Indlvtdual shareholders holding securities in Demon mode is given below:

Type
of
shareholders
Login Method
Individual
Shareholders
holding
securities
in
Demat mode
with COSL
Users
who have
opted
for CDSL Easi j
Easiest facility, can
1)
login through
their existing
user id and password.
Option will be
made
available
to
reach
e-Voting
paw'
WIthout
any
further
for users to login to Easi j
authentication.
The URI.
Easiest
arc
visit
Jm.ps:/lweb.crislindia.com/myeaSl/holllc
IID!:i n
or
New
www.cdslindtn.com
select
and
on
Login
icon
and
click
System Myeasl.
login the Easi j
2) After successful
Easiest user will be abl e In sec
the e-Votlng option
for eligible companies
where
the e-voting
is
in progress
as
per
the
information
provided
by
company,
On
clicking the e-voung
option, the user will be able [Q sec e-vonng
page
of
the
e-Voting
service
provider
for
casting
your
vote
during
the remote
e-Voring period
or joining
virtual
meeting &
voting
during
the
Additionally,
there
IS also
meeting.
link!,
provided
to access
the system
of all e-Voting Service
Providers
i.e. CDSLjNSDI/KARVY/LINKINTIMEs,o rhar
the 1I~~1 can visit
the e-Voting
service
providers'
website
directly.
3) If the user
is 110t registered
for (iasi/Easicst,
option
td register
is
available
at
https:/ jweb.cdslindia.com/mycasijRegistralionjEasiRegistratio
n
4) Alternatively.
the
user
can directly
access
e-Voting
page by
providing
Dcrnat Account Number and PAN No. from on e-voung
link
available
on
www.cdslindia.com
home
page
or
click
on

https://cvoting.cdsli
ndin.coru/Evoti I1g/Evoti ngLogin.
The
system
will authenticate
the UScI' by sending
OTP on registered
&
Mobile
Email
as
in
the
Account.
recorded
Demar
After
successful
authentication,
USCt'will be able to sec the
e-voting
option
where
the e-voting is in progress
and also able to directly
access the system
of all
c-voting
Service Providers.
individual
Shareholders
holding
securities
in
dcmat
mode
with NSDL
1)
If
you are
already
registered
for N!>I)LIDeAS facility, please
visit
the
e-Servtces
website
of
NSDL. Open
web
browser
by
the
on a
typing
following URL: bups:!leservices.nsdl.com
either
on a
of

Personal
Computer
or
mobile.
Once the
home
page
Services
is launched,
click on the "Beneficial Owner"
icon under
"Login" which
is available
under
'IDeAS' section.
A new
screen
open.
You will have
to enter
your
User
ID and
Password
will
After successful
authcurication,
YUlI will be able
to sec e-vonng
services.
Click on "Access to e-Vorlng" under
c-voung
services
and
you
will be
able
to sec
c-voung
page.
Click on
company
name
or
e-Voting
service
provider
name
and
you
will
be
re
directed
to e-Voring service
provider
website
for casting
your
vote
during
the
remote
c-voung
period
or
joining'
virtual
&
meeting
voting during the meeting.
2) If the
user
is not
registered
for IDeAS e-Services,
option
ro
register
is
available
at
hllps./lcseryi('es.nsdl.com.
Select
"Register
Online
for
IDeAS
"Portal
or
click
at
https:ffeservjces.nsdl.comfSccuceWebfldeasDirectRcg.jsp
3)
Visit the
e-Voting
wcbstrc
of NSDL. Open
web
browser
by
typing the following URL:hUps://www.eyotiog.nsdJ.com/either
on a Personal
Computer
or on a mobile. Once the home page of c
Voting
system
is launched,
click
on
lIw
icon
"Login" which
is
available
under
'Shareholder/Member'
section.
A new
screen
will open.
You will have to enter
your
User ID (i.e. your
sixteen
digit
demar
accounl
number
hold
with
NSDL), Password/OTP
and a Verification
Code as shown
on the screen.
After successful
authentication,
you will be
redirected
10 NSDL Depository
SHe
wherein
you can see e-Voting page. Click on company
name or e
Voting service
provider
name
and you
will be
redirected
to e
Voting service
provider
website
for casting your
vote during
the
Individual &
remote
e-Votmg
period
joining
virtual
meeting
voting
01'
during
the meeting
You can
also
login
using
the
login
crcdcntiats
of your
dem:u
Shareholders
(holdlng
securities
it
demar
mode
login
througl
account
through
your
Depository
Paruclpanr
registered
with
NSDL/CDSLfor e-Voring facility. Aftcr Successful
login, you will
be able to sec e-Voting option. Once you click on e-Voting option,
you
will
be
redirected
to
NSDI./CDSt
Depository
site
after
successful
authentication,
wherein
you can see c-Voting feature.
their Click on company
name
or e-vottng
service
provider
name
and
c:.D.;::.e"p.;::.o.:.S::it.;::.o.:.rY'--l! redirected
be
1 y::o.::u0~will
e-vonng
service
provider
website
for

Parttctpants casting your vote during the remote e-Vonng period or jOll1lng I '-- _jLv__irtual meeting & voting dunng the mcQtlng. __

Important note: Members who are unable to retrieve User 10/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login tnrough Deposrrory i.e. COSLand NSOI..

~~":rt~~~;!!o.&v¥ru:v:. ~<1r""'i;;?'l<;'"i''''' "'t.:;It':""~""
d'!';;"'-<>ry, .::u.t1!l.Ip.d.e.ii~!s•.
"!<''''j)W.~~')'lf!~.
Individual
Shareholders
holding
securities
in
Demar mode with CDS).
Members
facing any technical
iSSUe)in login can contact
CDSt
helpdesk
by
sending
a
request
at
[email protected]
at
022~
23058738
and 22·23058542-1·3.
Individual
Shareholders
holding
securities
In
Demar mode with NSOL
Members
facing any technical
issue
in login can contact
NSDL
helpdesk
by
sending
a
request
at
[email protected]
or call at toll free no 1800 1020 990
and 1800224430

(vi) Login method for e-voung and joining virtual meeting for shareholders other . thau individual shareholders holding in Demar form & physic a1shareholders.

1)The shareholders should log on to the e-voung website www,evotjOglndiacolII.

2) Click on "Shareholders" module.

3) Now enter your User ID

  • a. For CDSL:16 digits beneficiary ID.
  • h. For NSDL:8 Character DP 10 followed by 8 Digits Client ID.
  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Vorilication as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.cvonngtndta.com and voted on an earlier e-voting of any company. then your existing password is to be used.

6)lfyoll arc ilfirst-time USCI' follow the steps given below:

shares
For
shareholders
holding
in
Demat
form
other
than
individual
and
Physical
Form.
PAN Enter
your
10 digit
alpha- numeric
·PAN
issued
by
Income
Tax
Department
(Applicable
for
both
shareholders
as
well
as
demat
physical shareholders)

Shareholders
who
have
nor
updated
their
PAN
with
the
Company/Depository
Particlpant
are
requested
use
the
LO

sequence
number
sent
by
CompanyjRTA
or
contact
Company/RTA.
Dividend
Bank
Details
OR
Date
of
Birth
(DOB)
Details
or Date of Birth lin du/mm/yyyy
Enter
the
Dividend
Bank
format}
as
recorded
in your
dernat
account
or
in
the
company
records
in order
to login.
are

If both
the
details
not
recorded
with
the
depository
or
id j
company.
please
enter
the
member
folio number
in the
Dividend Bank details field as
(v).
mentioned
in instruction
_,,
J
  • (i) After entering these details appropriately. click on "SUBMIT"tab.
  • (ii) Shareholder, holdtng shares in physical form will then directly roach the Company sclecrlon screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote. provided that company opts for e-voting through CDSL platform. It is strongly recommended IIOt to share your password with any other person and take utmost care to keep your password confidential.
  • (iii) For shareholders holding shares in physical form, the details can be used only for e-voring on the resolutions contained in this Notice.
  • (iv) Click on the EVSN for the relevant company i.e. Mid India Industries Limited on wh ieh you choose to vote.
  • (v) On the voting page, you will see "RESOLUTIONDESCRIPTION"and against the same the option "YES/NO" for voting. Select the oplion YES or NOas desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • (vi) Click on the "RESOLUTIONSFILELINK"if you wish to view the entlre Resolution details.
  • (vii)Mtcr selecting the resolution. you have decided to vote on, click on "SUBMIT".A confirmation box will be displayed. If you wish to confirm your vote. click on "01(". else to change your vote, click on "CANCEL"and accordingly modify your vote.
  • (vIIi) Once you "CONFIRM"your vote on the rcsoluuon, you will not be allowed to modify your vote.
  • (Ix] You can also take a print of the votes cast by clicking on "Click here ro print" option on the Voting page.

[x] If a de mat account holder has forgotten the login password then Enter the Uscr ID and the image verification cod", and click on Forgot Password & enter the details as prompted by the "YSICIll.

(xi) Facility for NOI1-Individual Shareholders ami Custodians -Remote Voting

  • Non-lndivldunl shercholdcrs (i.e. other than lndrvrduals, 11111:,NRII'rI') '"111 Custodians are required to log on to www.ovnungtndla.cum ~IlU llij;bll'1 Ihl'm<plvl" III IIII? "f.nrpnriltf's· module.
  • *• 1* scanned copy or the Registration form bearing the stamp and sign of the entity should be [email protected].!sl!lI!ia.mrJ..
  • o After receiving the login details a Compliance User should he created using the admin lugin and password. The Compliance User would be able ro link the accounqs] for which they wish 10 vote on.
  • o The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their VOtc.
  • /I scanned copy of the Uoal'd Rcsoluuon and Power of Attorney (rOA) whlch they havo tssuod in favour of Ih(' Cuvrudinn, if ,my, should he uploaded in I'UF format in the system for the scrutinizer to verify the same.
  • o AI1.,n.itllv.-ly Non Individual shareholders arc rcqui ...,d to send tho r~lev."t Board Resuluriun/ Authority letter etc, together With attested specimen f;ign:lturli of the duly authorized slp'n~tnry who orr. 01l[11OJ"lZcclto VUW,to tlil! Scrutinizer and to the Company at the email address viz: [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSLc-vormg system for the scrutinizer to verify the same.

31.INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

    1. The procedure for attending meeting & c-Vottng on the l[.IY of the I\GMis same as rhe rnsrrucnons menuoneu above [or Remote e-voring.
    1. The link for VC/OAVM to attend meeting will be available where the EVSN01 Company will be displayed after successful login as per the instructions mentioned above tor Remote c-voring.
    1. Shareholdars who havevoted through I{,·."ntl' o-vonng IVIIIbe CIIWblt'to arreno the m('l'ting. However, they will not be eligible 10 VOII'at the AGM.
  • 'f. Shareholders are encouraged to jOIl1 th" Meering Ihrough I.:'PIllI'~ / IPael> lor better experience.
    1. I)"rlll"" sh"r"h"ldl"s will be required 10 allow (;111101':1 und usc lnt ernet with a good speed to aVOIdany disturbance dllrill~the meeuug,
    1. Please note lhal Participant~ Connccrlng 11'001 Mobile Devices or Tablets or through Laptop connecunz via Mnlnle IIOtSPOtmay experience t\udili/Vide" Ill» due to fluctuation in their respective network. Ir is therefore recommended to usc Stable Wi-fi or LANConnection to mitigolte an)' kind ot aforesaid glitches.
    1. Shareholders who would like to express their vlcwsj'ask quesuons during Ill" mecung may r('gister themselves as a speaker by sending thelr request ill

"dv","r utlcont seven dayc prior to liI(>pting ""."tinning rhpir name. demat account number/tone nurnhvi , I-'I,,~il ill. mobile number at [email protected]. The sharehuluurs who do nor wi~h ro speak during the AGM but have queries may send their queries in ndvanrr- seven days 'prior 10 meeting menliunlllg their uarne, dcmat account numbcrjfollo number, email id, mobile number at [email protected]. These queries will be re plied to by the company suitably by email.

    1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during rhe meeting.
    1. Only those shareholders, who are present in the AGM through VC/OAVMfacility and have not casted their vote on rhe Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during Lh~AGM.
  • . 1O.lf any Votes are cast by the shareholders tlll'Ollgll tne e-vouug available during the Ar.M and if the aamc eharcholdcrs havo nn, p:H-ririp~IPd in Ihl' meetins thl'OIiOU Vr:/OAVM f,lI ilily. II1.-:n[he VI/LCj COJt by such eharcholders shnll h,· considered invalid as rho facility of a-voting durlilA the Il1(,Nlng ISavailable unly to rhe shareholders attending the meeting.

32.PROCESS rOR THOSE SHAREHOl.DERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  • t. For Physical shareholders- please provide necessary details like Folio No.. Name of sharehulder, scanned copy of the share certificate (front and back). rAN (self attested scanned copy of PAN card), AADHAR (self auesred scanned copy of Aadhar Card) by email to Company/RTA email id.
    1. For Demat sharcholdcrs-, PIC.1SCupdate your emall Id & rnohil« no. with your respective Depository Participanr (DP)
    1. For Individual Demar shareholders Please update your email id & mobile no. with y""r resperuve neposnorv Parncruant (01') which IS mandatory while (' Vulillg & juinillll vii tll,,1 meetings through I./cposltory.

33.0ECLARATION OF RESULTS:

  • countersign the same. A. The scrutinizer shall. immediately after the conclusion of voting during the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a cunsolidntcd scrutiniacr's report uf the rotal votP~ c~~t in tavnr or against. If any, to
  • B. l3~sed on the scrutiruzer's report, the Company will submit within 2 (two) working days of the conclusion of the i\CM to tilt' Stock Exchanges. details of the voting results as required under Regulation 44(J) 01 the SEBI Llstlng Regulations.
  • C. The results declared along with the scruuuizer's report, will he hosted 011 the website of the Company at www.midindiaindusrrics.com and on the website of COSI., i.e, www.evoringlndia.com, immediately after the declaration of the result by

the Chairperson or a person authorized by him in writing and communicated to the Stock Excha nges.

  • D. The Resolutions shall be deemed to be passed on the date of the Meeting. i.e, Monday 20,n September. 2021 subject to receipt of the requisite number of votes in favour of the Resolutions.
  • J4.lf you have any queries or issues regarding attending AGM& c-Voting from the CDSL c-Voting System, you can write an email to hclpdesk.evotlngjpcdsllndia.com or contact at 022-23058738 and 022-23058542/43.
    1. All grievances connected with the facility for voting by electronic means' may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing. 25th Floor. Marathon Futurex, Mafatlal Mill Compounds. N M Joshi Marg, Lower Pare I (East), Murnbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

8y order of the Board of Dirccto~rs

Date: 12th August, 2021 Place: Indore MID INDIAINDUSTRIESLIMITED CIN:L171Z4MP1991PLC006324 Registered Office: Textile MillArea, Station Road, Mandsaur MP 458001 IN Wcbsirc-www.midindiaindustries.com Email Id·[email protected] Tel. 07422-234999

Shailcndra Kumar Agrawal Company Secretary ACS·25819

Additional Information of Directors seeking rc-nppotntmenr/appointment at the ensuing Annua1 General Meeting pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and Secretarial Standard of General Meeting:

Name of Director
-t
f-::-_-::-::---:-
-
Shri
Bhawani
Shankar
Soni
--'(I,!<_D=IN: 01591062)
__
Date of BIrth 14_01.1960
r.D~a~{C~of~A~p~p~o~in-t-m-e-n-t-----------------~-----24~.~0~S.~270719~---------1
----------------~-----;
in specific
funcrional
Expertise
/ Experience
areas
-------
Legal &
Manufacturing
41 Years
Oualiflcauon B.A.
%
No.&
of Equity Shares held in the Company
27000
(0.17%)
List of
outside
Company's
directorship
held
Rock And
Roll Resort
And
Club
Privat;;-
Limited.
Listed
entities
from
which
the
person
has
resigned
in the past three years
Nil
-
Chairman
/
Member
of the
Committees
of the
Board of Directors
oCthe Company
Nil
Salary or Sitting fees paid 26,000/-
P.M.(salary)
Chairman
/ Member
of the
Committees
of the
Board
of
Directors
of
other
Companies
in
which he/she
is director
Nil
Relationship
between
direcrors
Inter-se
Nil
Attendance
at Board Meetings
-:---:-=_-:-l-",:,Shankar
During
the
year
I"
April,
2020
ro
31"
2021.
March,
4
Board
Meelings
of the
Company
were
held,
and
Shri
Bhawani
Soni had attended
all Meetings.
In case of independent
directors.
the skills and
capabilities
required
for
uie
role
and
the
manner
in which
the
proposed
person
meets
Isuch requirements
Not
applicable
Since
Shri
Bhawarn
Shankar
Soni is a Whole Time Director

STATEMENT PURSUANT TO SECTION 102 (1) Of THE COMPANIES ACT, 2013

As required by Section 102 (1) of the Companies Act. 2013, the following explanatory statement sets out all the material facts to the businesses mentioned under itern no. 3 & 40f the accompanying Notice:

Item No.3: (Not Mandatory)

APPOINTMENT OF MIS A T M & ASSOCIATES CHARTERED ACCOUNTANTS AS STATUTORY AllDlTOR OF THE COMPANY

Pursuant to the provisions of Section 139 01 the Companies Act, 2013 rend with the Companies (Audit and Auditors) Rules. 2011. thc ICI'Ill of five years of M/S. C Lased & Associates as Statutory Auditors of the Company will get over upon the conclusion of 30tl• Annual General Meeting CAGM').The Board of Directors at its meeting held on 12th August, 2021, on the recommendation of the Audit Committee, approved the appointment of MIs. A T M & Associates, Chartered Accountants, as the Statutory Auditors of the Company to hold office for term of 5 (five) years from the conclusion 01 this AGMtill the conclusion of the AGMfor the financial year 2025-26.

The company has received necessary certiflcatc lind written consent from Mis. A T M & Associates, Chartered Accountants stating that their appoinnnenr, if made, shall he in accordance with the statutory requirements under the Companies Act. 2013 read with Rule 10 of the Companies (Audit and Auditors) Rules, 2014, as amended from Lime to lime and SEBI(LODR) Regulations, 2015,

Disclosure pursuant to Regulation 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 is as follows:

--
Fees Payable
to
Statutory
IProposed
Auditor
Rs.
(Rupees
Fifty
only)
pit
50.000/.
Thousand
IS
reimbursement
of out
of pocket
expenses
for financial
yeo
ar
fees.
2021·22.
The
any
other
professional
work
includin
g
certifications
will be in addition
to the audit
fee as mentione
d
above and will be
in consultatio
decided
by the management
n
to fj
with the
Auditors.
The Board of Director
arc
authorized
x
I'
tor
the
remaining
of
thel
the
remu ncrati (In
tenure
appointment
in consuttatton
with the Audit Committee.
Terms of Appointment g
5 Years i.e. from the conclusion
of 30th Annual
General Meetin
till the conclusion
01'35th Annual General Meeting.
Any
~atcrial
change
in
fee
rhe
payable
10 such
auditor
from
that
paid
to
the
outgoing
auditor
along
with the rauonale
for such change
NA
Recommendation
of
of
Basts
Appointment
Mis. II T M &
Assoctarcs. Chartered
accounrant
is governed
b
y
the Chartered
Accountants
Act, 1949
(Ihe 'lIct') and as per th
c
e
provisions
of the ACt, firm is subject
to peer
reviews
which ar
of
conducted
regularly
by
Institute
of Chartered
Accountants
d
ltste
India
(leAl).
The
Firm
serves
large
clients
like
companies,
mutual & large unlisted
companies,
ere,

to
Details in relation
and
credentials
of the statutory
auditor
proposed
to
be appointed
~------------------------~----
&
A
T
M
Associates,
is
a
chartered
accountancy
Mis.
firm registered
with
Institute
of
Chartered
Accountants
01
India (ICAI) having its head
office at Inclorc. It has the team
of
Professionals
having
positive
approach
to provide
expert
and
professional
services
with due care of professional
ethics. The
partnership
firm
has
been
engaged
in
the
profession
of
2012.
Chartered
Accountancy
since
from
It
has
an
overall
standing
of more
than
8 years
and
is engaged
in the activities
in
the
line
of Corporate
Law, Secretarial
Compliances,
Tax
Matter.
audit
and
accountancy
covering
a wide
range
(If sub
activities
related
to the profession.
---------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Accordingly, the Directors recommend the passing of the Resolution at lrcrn No.3 as an Ordinary Resolution.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, financially or otherwise. are deemed to be concerned 01'interested in this item of buslness.

ITEM No. 4:- (Mandatory)

ALTERATION IN MAIN OBJECTSCLAUSEOF THE COMPANY:

Members are aware that Company was incorporated on 19th March, 1991 with primary business of manufacturer, stockists, import. export, spinners. ginners, weavers of all products and merchandize related to yarn. synthetics and textiles including cotton, linen, hemp, jute. silk, manmade synthetic fibers, synthetic yarn etc, Thereafter Members in their 28th Annual General Meeting held on 25th September, 2019 altered its object clause and has entered Real Estate Activities to compensate accumulated losses and to secure the payment of minimum bearing expenses, Further in view of th<icurrent market scenario, Board of Directors have decided to diversify the business acrivines and to focus on business of whole sale trading all types of goods more particularly described in item no. 4 of notice. Presently, Company does not have specific object clause relanng co aforesaid activities. To covel' the said activities in ubject clause of memorandum of assoctauon it is required to aile)' the same. The Board of Director feels that change in object clause would be more beneficial to the company to run the business activities in smooth manner.

In terms of Section 13 of the Companies Act. 2013 any change in the object clause of Memorandum of Association of Company requires approval of shareholders by passing a special resolution. Accordingly. consent of shareholder is solicited by passing a special resolution for alteration in other object clause as detailed in item no. 'I of the acco Il1panying Notice.

The amendment shall be effective upon the registration of the resolution with the Registrar of Companies.

Further, pursuant to provisions of Section 110 of the Companies Act, 2013 any item of business required to be transacted by means of postal ballot may be transacted at a general meeting by a company which is required to provide the facility to members to vote by electronic means under section 108. Hence, proposed resolution for alteration of object clause shall be transacted at ensuing Annual General Meeting through electronic means.

Copy of the existing MOA indicating the proposed amendment and other allied documents, if any, being referred in this resolution would be available for inspection by the members, free of cost, at the Registered Office and Corporate Office of the Company on all working days (Monday to Friday) from 11:00 a.m. to 1:00 p.m. except holidays,

None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are concerned or interested, financially or otherwise in the said resolution except to the extent of their sharcholding, if any.

Date: 12thAugust, 2021 Place: Indore MID INDIA INDUSTRIESLIMITED CIN: L.17124MP1991PLC006324 Registered Office: Textile MillArea, Sratlon Road, Mandsaur MP 458001 IN Wcbsitc·www.midindiaindustries.com Email id-csmidinclla@gmai).col11 Tel. 07422-234999