Your Director's have pleasure in presenting the 25th Annual Report of the Company alongwith the Audited Financial Statements and Auditor's report for the year ended 31st March2016.
1. FINANCIAL RESULTS
|For the year ended ||For the year ended on 31st March 16 ||For the year ended on 31st March 15 |
|For the year ended Net Sales /Income from || || |
|Business Operations ||12838.00 ||20593.44 |
|Other Income ||307.35 ||23.58 |
|Total Income ||13145.35 ||20617.02 |
|Profit Before Interest and Depreciation ||2165.54 ||2131.48 |
|Less Interest ||844.07 ||727.70 |
|Profit before Depreciation ||1321.47 ||1403.78 |
|Less Depreciation ||793.94 ||683.65 |
|Profit after depreciation and Interest ||527.53 ||720.13 |
|Less Current Income Tax ||107.56 ||85.00 |
|Less Previous year adjustment of Income Tax ||- ||- |
|Less Deferred Tax ||(98.83) ||(38.62) |
|Net Profit after Tax ||518.80 ||673.75 |
|Dividend (including Interim if any and final ) ||- ||- |
|Net Profit after dividend and Tax ||518.80 ||673.75 |
|Amount Transferred to General Reserve ||- ||- |
|Balance of Profit Brought Forward ||6588.22 ||5294.43 |
|Balance carried to Balance Sheet ||6840.46 ||6588.22 |
|Earning per share (Basic) ||2.58 ||3.35 |
|Earning per Share(Diluted) ||2.58 ||3.35 |
During the Financial year under review the Company has achieved Revenue of '13145.35Lakhs and that for previous year was Rs 20617.00 Lakhs. While Company earns Net profitafter tax of Rs 518.80 Lakhs and that for previous year was 673.74 Lakhs.
The performance of the Company has been comprehensively covered in the ManagementDiscussion and Analysis Report.
With a view to plough back the Profits Board of Directors do not recommend the paymentof dividend for the financial year 2015-16.
3. TRANSFER TO RESERVES
There is no any amount transferred to any reserve during the year under consideration.
4. DIRECTORS & KMP
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Neehal Pathan Non-Executive Director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment and your Board recommends for his re-appointment.
Mr. Shankar Patil Mr. Ranjeet Patil Mr. Sangramsinh Nimbalkar & Mr. VijayNawandhar were reappointed as Independent Directors of a Company in last Annual GeneralMeeting held on 28th September 2015 for a period of Five years.
Mr. Abhay Bhide was reappointed as Whole-time Director w.e.f. 1st October 2015 forthree years. CS Ashvini Prataprao Kalekar was appointed as Whole-time Company Secretaryw.e.f. 10th April 2015. CA Shreyas Sanjay Alatkar was appointed as Chief Finance Officerof the Company w.e.f. 14th August 2015.
Term of Mr. Shivaji Mohite Chairman and Managing Director of the Company is going tobe completed in forthcoming Annual General Meeting and also term of Mrs. Monika MohiteJt. Managing Director of the Company is going to be completed in January 2017 hence it isproposed to reappoint Mr. Shivaji Mohite as Chairman and Managing Director and Mrs. MonikaMohite as Joint Managing Director in forthcoming Annual General Meeting.
5. PUBLIC DEPOSIT
During the year under review the Company has not accepted any deposit within themeaning of Section 73 and Section 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rule 2014.
6. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT 9 is attached to this Report as Annexure I
7. LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on Bombay Stock ExchangeLimited (BSE). The Company has duly paid the listing fees to Bombay Stock ExchangeLimited for the Financial Year 2016-17.
8. MEETINGS OF THE BOARD
The Board met Six times during the year the details of which are given in the Reporton Corporate Governance. The intervening gap between the two consecutive meetings waswithin the period prescribed under the Companies Act 2013and other applicable rules andregulations.
The Board meets at regular intervals to discuss and decide on Company's business policyand strategy apart from other Board business. The notice of Board meeting is given well inadvance to all the Directors of the Company. The agenda of the Board / Committee meetingsis circulated 7 days prior to the date of the meeting. The agenda for the Board andCommittee meetings includes detailed notes on the items to be discussed at the meeting toenable the Directors to take an informed decision.
9. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) & (5) of the Companies Act2013 the Board hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 2015-16and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
10. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel(KMP) Senior Management and their remuneration.
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in the Report on Corporate Governance attached to this report.
11. RISKS AND AREAS OF CONCERN
The Company has Risk Management Policy and mechanism which take care as toidentification of events which if occurs will adversely affect either / or value toshareholders ability of company to achieve objectives ability to implement businessstrategies the manner in which the company operates as "Risks" and assessment& mitigation thereof. A Risk Management Committee has been constituted to oversee therisk management process in the Company.
There are no risks which in opinion of the Board threaten the existence of the company.
12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
Pursuant to the provisions of Section 135 read with Companies (Corporate SocialResponsibility) Rules 2014 the Company has formed Corporate Social Responsibility (CSR)Committee. The Committee is in process of framing Policy on Corporate SocialResponsibility as per Schedule VII of the Companies Act 2013.
The details as per the provisions of Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 is annexed herewith as Annexure II.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SECTION188(1) OFTHE COMPANIES ACT 2013.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in prescribed Form AOC-2 under Companies(Accounts) Rules 2014 are appended as Annexure III.
14 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE ANDTHE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate on the date of this report.
15. MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE YEAR UNDER REVIEW AFFECTING THEFINANCIAL POSITION OF THE COMPANY
Owing to unfavorable environment in the textile industry the company is not able toutilise the land admeasuring 120475 Sq. Metre. situated at T-6 Kagal Hatnangle 5 StarMidC Kagal Kolhapur allotted to it by MIDC. In an effort to reduce the debt of thecompany and for its expansion plans the Directors decided to monetise its non-incomegenerating assets. Accordingly the Directors have transferred to Kasturi Foundry Pvt. Ltdrights on the above mentioned land by passing Board Resolution dt.30.05.2015
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review the Company has not made any investments or givenguarantee's or provided security falling under the provisions of Section 186 of theCompanies Act 2013.
17. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by of the Auditorsof the company or by Practicing Company Secretary in their respective reports.
18. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
19. TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 unclaimed or unpaid Dividend of'94143/- ( 'Ninety
Four Thousand One Hundred Forty Three Only) relating to the financial year 2010-11 isdue for remittance on 14/11/2017 to the Investor Education and Protection Fund establishedby the Central Government.
20. ANNUAL PERFORMANCE EVALUATION BY THE BOARD
Pursuant to the provisions of Section 134 of the Companies Act 2013 and provisions ofCorporate Governance of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has carried out an evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Committee Nomination & Remuneration Committee and other Committees of the Company. The Board hasdevised questionnaire to evaluate the performances of each Director. Such questions areprepared considering the business of the Company and the expectations that the Board havefrom each of the Directors. The evaluation framework for assessing the performance ofDirectors comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of Contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness and functioning of committee etc.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
The manner in which the evaluation has been carried out has been explained in theReport on Corporate Governance.
21. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have bearing on Company's operations infuture.
22. AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.
As on 31st March 2016 the Audit Committee comprised of Mr. Vijay M. Nawandhar Mr.Sangramsinh S. Nimbalkar Mr. Ranjeet D. Patil Independent Directors and Mr. Neehal M.Pathan Director of the Company.
Mr. Vijay M. Nawandhar is the Chairman of Audit Committee of the Company. Ms. AshviniKalekar Company Secretary and Compliance Officer of the Company acts as the Secretary ofthe Audit Committee.
23. WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism Policy /Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The mechanism also provides for adequate safeguardsagainst victimization of directors and employees who avail of the mechanism. The detailsof the Vigil Mechanism Policy//Whistle blower Policy is explained in the Report onCorporate Governance and also posted on the website of the Company. We affirm that duringthe financial year 2015-16 no employee or director was denied access to the AuditCommittee.
24. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from Shri. Dilip Pange Practicing Company Secretary Kolhapur isappended as Annexure IV and forms part of this report.
25. INTERNAL AUDIT
The Company appointed M/s. Kunte & Chougale Chartered Accountant Kolhapur as itsInternal Auditor for FY.2015-16.The Internal Auditors had given their reports on quarterlybasis to the Audit Committee.
Based on the report of internal audit management undertakes corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
For year 2016-17 M/s R.T. Chaugule & Co Chartered Accountant Kolhapur has beenappointed as internal auditor .
26. INTERNAL FINANCIAL CONTROL
The Company has adequate internal control system and procedures commensurate with sizeand nature of operations. The Audit Committee evaluates the efficacy and adequacy offinancial control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and strives to maintain theStandard in Internal Financial Control. The Internal Audit Report are periodicallyreviewed by the management & Audit Committee and necessary improvements areundertaken.
27. CORPORATE GOVERNANCE
Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the following have been made a part of theAnnual Report and are attached to this report:
- Related Party Disclosure
- Management Discussion and Analysis Report
- Report on Corporate Governance
- Auditors' Certificate regarding compliance of conditions of Corporate Governance
28. COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees and also formed a Corporate Social Responsibility Committee. Thereare currently five Committees of the Board as follows:
- Audit Committee
- Stakeholders' Relationship Committee
- Nomination and Remuneration Committee
- Risk Management Committee
- Corporate Social Responsibility Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of this AnnualReport.
29. PARTICULARS OF EMPLOYEES REMUNERATION
There is no employee in the company which comes under provisions of Rule 5(2) of theCompanies ( Appointment and Remuneration of Managerial Personnel )Rules2014 .Details ofremuneration paid to all the directors / employees and details of the ratio ofremuneration of each Director to the median employee's remuneration is provided inCorporate Governance Report and Annexure-V to this Report.
Moreshwar G. Deshpande Chartered Accountant Sangli the Statutory Auditor of yourCompany hold office as such up to the conclusion of the ensuing Annual General Meeting andis eligible for re-appointment. The Company has received a letter from him to the effectthat he is willing to continue as Statutory Auditor and if re-appointed hisre-appointment would be within the limits prescribed under Section 139 of the CompaniesAct 2013 and he is not disqualified from being appointed as Auditor.
Your Directors recommend the re-appointment of Moreshwar G. Deshpande CharteredAccountant Sangli as Statutory Auditor of the Company to hold office from the conclusionof the ensuing Annual General Meeting up to the conclusion of next Annual General Meetingof the Company and to audit financial statements for the financial year 2016-17.
31. COST AUDITORS
As per the provisions of Section 148 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 the Board of Directors of the Company has appointedShri. S. V. Vhatte Cost & Management
Accountant Solapur as Cost Auditors of the Company to conduct audit of cost recordsmaintained by the Company.
32. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has system to comply with provisions under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the provisions of Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of EnergyTechnology Absorption Foreign Exchange earnings and outgo for the year under review isgiven as" Annexure VI"
Your Directors place on record their sincere thanks to bankers customers suppliersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Company's activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company. The Board of Directors wishes to express its appreciation for the valuablecontribution made by the employees at all levels during the year under report.
| ||On behalf of the Board |
| ||MOHITE INDUSTRIES LIMITED |
|Date : 13th August 2016 ||SHIVAJI MOHITE |
| ||Chairman & Managing Director |
|Place : Vadgaon ||DIN 00425441 |