Your Directors have pleasure in presenting the TWENTY FIFTH ANNUAL REPORT together with the Audited Financial Statements of the company for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS :

The performance of the company for the financial year ended 31st March 2015 is summarized below.

                                                     (Rupees In Lakhs)

PARTICULARS                                2014-2015         2013-2014

Gross Revenue                                  15.39            111.37

Total Expenditure                              47.57            162.55

Less : Financial Charges                        0.37              2.27

Depreciation                                   22.22              6.32

Profit/(Loss) before Tax (PBT )              (54.77)           (59.78)

discard nation of Fixed Assets                    0                 0

Less : (Income Tax)                               0                 0

Add: Provision for Fringe Benefit Tax             0                 0

Add: Provision for Deferred                 (63.50)           (18.93)
Tax Liability / (Asset)

Profit/(Loss) after Tax                        8.72           (40.84)

Your Company achieved a Turnover of Rs. 15.39 Lacs when compared to Rs 111.37 lacs during the previous year. The operations of the Company resulted in Profit of Rs.8.72 lacs when compared to Loss of Rs. 40.84 Lacs during the previous year after adjustment of deferred tax Liabilities/Asset.

FUTURE OUTLOOK :

The management has done well to ensure sustain operations. However, due to low income, high cost, and expenditure, the operations resulted in loss as specified above. Efforts are being made to improve the turnover and reduce the costs involved in the coming years and also for improving the overall business activities of the Company.

The Management is also looking to enhance the profit in the ensuing financial year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2014-2015, in view of the operating loss in the current year and accumulated losses.

DEPOSITS:

The company has not accepted any deposits during the year under the review.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT,2013

The company has received the disclosure in Form DIR-8 from its Directors being appointed or re- appointed and has noted that none of the Directors are disqualified under section 164(2) of the companies Act,2013 read with Rule 14(1) of Companies Appointment and Qualification of Director Rules, 2014

SUBSIDAIRY COMPANIES:

The Company does not have any subsidiary Companies as on 31st March, 2015.There are no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013. The question of material change of the business of the subsidiaries/Associates do not arise.

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.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY :

The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization's objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. Your Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board.

The Company has laid down a well-defined risk management mechanism covering risk mapping, risk exposure and risk mitigation process. The Company's Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, strategy, Corporate Governance and Compliance and Information Security.

A detailed exercise has been carried out to identify, evaluate, manage and monitor the risks which shall help the Company to take pro-active decisions and avoid all financial implications. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting.

Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

CORPORATE SOCIAL RESPONSIBILITY:

The company do not have adequate profits in accordance with the provisions of the Companies Act, 2013 and Rules made there under, for the past three years hence did not implement corporate social responsibility policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not given any Loans, or Investments made under Section 186 of the Companies Act, 2013 to other Bodies Corporate or persons as referred thereto during the financial year. However it has enhanced its guarantee to M/s HDFC Bank Ltd on behalf of M/s Midwest Granite Pvt. Ltd, its Holding Company for an amount of Rs. 25,50,00,000/- from Rs. 18,00,00,000/- which is well within the limits of prior approval of the Share Holders vide Special Resolution dated 07.03.2012 (Announcement Date of result of Postal ballot) duly passed following the provisions of the earst while Companies Act, 1956 and relevant Rules made there under.

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. Since the provisions of Section 188 of the Companies Act, 2013 are not attracted, the disclosure in Form AOC- 2 is not required. Further, there are no material related party transactions as defined in the Listing Agreement during the year under review with the Promoters, Directors or Key Managerial Personnel.

The Policy on Related Party Transactions, as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this Policy is explained in the Corporate Governance Report.

DIRECTORS AND KEYMANAGERIAL PERSONNEL INFORMATION :

Reappointment of Retiring Director :

In accordance with the provisions of the Companies Act, 2013, Mr. P.K Tyagi, Director is retiring at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Appointment and Resignation of Woman Director:

As per the requirement of Section 149 of the Companies A ct, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement Your Directors has appointed Mrs. M.Swarupa Rani, DIN 00667626 as Additional woman Director w.e.f 31.03.2015 to hold the office of the Director upto the date of ensuing Annual General Meeting.

However she has resigned for the office of the Director w.e.f 14.08.2015 due to her personal reasons and other preoccupation.

Appointment of Woman Independent (Additional) Director :

As per the requirement of Section 149 of the Companies A ct, 2013 read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Clause 49 of the Listing Agreement Your Board of Directors has appointed Mrs. K.Neelima, DIN 07257891 as an Additional woman Independent Director w.e.f 14.08.2015 on the recommendation of Nomination and Remuneration Committee to hold the office of the Director upto the date of ensuing Annual General Meeting. A notice has been received pursuant to Section 160 of the Companies Act, 2013 for her re-appointment as Woman Independent Director subject not to liable to retire by rotation. The Nomination and Remuneration Committee and the Board of Directors have recommended to the share holders for her reappointment as Independent Director.

Resignation of Independent Director :

Mr. S.Radha Krishnan, Independent Director DIN 00196796 of the Company has resigned with effect from 14.08.2015 due to personal reasons. The Board records its appreciation of the valuable contribution rendered by the said Independent Director during his tenure as an Independent Director of the Company.

Appointment of Chief Financial Officer :

Your Directors during the period has appointed Mr. S.Anand Reddy as Chief Financial Officer w.e.f 04.07.2014.

Appointment of Company Secretary :

Your Directors during the period has appointed Mr. Thirumalesh Thumma as Company Secretary w.e.f 04.07.2014.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules an as per the Listing Agreement.

EVALUATION OF THE BOARD S PERFORMANCE:

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of the Board was carried out during the year under review. The Board was evaluated for its performance based on the following factors:

i. Attendance of Board Meetings and Committees;

ii. Contribution made to the Board discussions and future planning;

iii. Level of commitment to the stakeholders' interest;

iv. Initiatives towards the growth of the business and profitability;

v. Providing outlook, view points and feedback taking the Company ahead beyond expectations.

The evaluation involves Self-Evaluation by the Board Member and thereafter in the following manner:

a) Individual Directors - The performance of the individual Directors' is evaluated by the Nomination and Remuneration Committee.

b) Board and Committees - The Board evaluated its own performance and also of the Committees taking into consideration the above mentioned factors. A member of the Board does not participate in the discussion of his / her evaluation.

DIRECTORS' RESPONSIBILITY STATEMENT :

The Directors of your Company hereby report :

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

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

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors have prepared the annual accounts on a going concern basis.

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 as Annexure A and forms part of this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company has conducted Eight (8) Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013.The details of the same are provided in the Corporate Governance Report.

STATUTORY AUDITORS:

The appointment of Auditors, M/s. G.L. Kothari & Co., Chartered Accountants, Bangalore shall be subject to the ratification at the ensuing Annual General meeting and, being eligible, offer themselves for reappointment subject to the time stipulated in the notice of the AGM.

The Company has received letter from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDIT REPORT

The Notes to Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

INTERNAL AUDIT:

Your Company continuously invests in strengthening its internal control process and appointed Mr I.Venkateswarlu, M.Com, LLM, who is having vast experience in the field of accounts, finance, costing etc as Internal Auditor of the Company, The Company has put in place an adequate system of internal control commensurate with its size and nature of business . These systems provided a reasonable assurance in respect of providing financial and operational information complying with applicable statutes safe guarding assets of the Company and ensuring compliance with Corporate Policies. Procedures to ensure conformance with policies, standards and delegation of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of internal audit system.

The Company has rigorous business planning system to set the targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action if required. The Audit Committee reviews adherence to the internal control system and internal audit reports. Further the Board actually reviews the effectiveness of the Company's internal control system.

SECRETARIAL AUDIT :

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary.

A Secretarial Audit Report issued by Mr. G. Shy am Krishna, Company Secretary in Practice, in Form MR-3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2015, is provided in Annexure B.

COST AUDIT

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendment Rules, 2014 as the turnover of the Company for the financial year 2013-2014 was below Rs. 35 Crores.

EXTRACT OF ANNUAL RETURN :

The extract of Annual Return (MGT - 9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure C and is attached to this Report.

CORPORATE GOVERNANCE :

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance to the extent applicable enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance. However the amended Clause 49 is not applicable to the Company since the net worth is less than 25 Crores and the paid up capital is less than 10 Crores as stipulated in the said applicable Regulations.

PARTICULARS OF EMPLOYEES:

Further, the Company has no person in its employment drawing salary of Rs. 60 lacs per annum or Rs. 5 lacs per month as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING:

Your Company's shares are presently listed on the Stock Exchanges of Bombay, Bangalore, Ahmadabad, and Delhi. However in the recent past the SEBI has derecognized all the local stock exchanges i.e Bangalore, Delhi except Ahmadabad for their non compliance of the SEBI norms. Further none of the local stock exchanges are providing trading plat form to the Company from the past several years.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances.

The details of the same are explained in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee during the year under review as and when brought to their notice.

SHARES:

a. BUY BACK OF SECURITIES

The company has not bought back any of its securities during the year under the review.

b. SWEAT EQUITY

The company has not issued any Sweat Equity shares during the year under the review.

c. BONUS SHARES

No Bonus shares were issued during the year under the review.

d. EMPLOYEES STOCK OPTION PLAN

The company has not provided any stock option scheme to the employees.

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 co- operation.

                                    BY THE ORDER OF THE BOARD
                                    For MIDWEST GOLD LIMITED

                              P.K. Tyagi                B.S.Raju
                              Director             Whole Time Director
                              (DIN: 02391274)        (DIN: 01431440)