Mitcon Consultancy & Engineering Services Ltd.

Dear Members

The Directors take pleasure in presenting 35^th Annual Report of the Companyand Audited Standalone & Consolidated Accounts for year ended on 31^stMarch 2017.

1. COMPANY'S PERFORMANCE :

In the year under review the Company achieved a gross turnover of Rs. 4701.48 Lakhs(previous year 4855.17 Lakhs) which represents 3% decrease over the previous year. Thedecrease in business is due to drop in consultancy income and revenue from IT Training.Profit After Tax is Rs. 442.43 Lakhs (Previous year 460.98 Lakhs).

3. DIVIDEND AND RESERVES :

Dividend

The Directors recommend for your consideration a final dividend of 10% (Rs. 1 perEquity Share) for the Financial Year 2016-17. The proposed dividend (including DividendDistribution Tax) will absorb Rs. 145.63 Lakhs. (Previous year Rs. 1 per Equity Share).

Reserves

During the year under review no amount was transferred to General Reserves.

4. HIGHLIGHTS OF IMPORTANT ASSIGNMENTS :

• POWER DIVISION :

During the year under review poor market & economic situation continued(particularly in the power & sugar sectors). De-monetization poor industrial growthcoupled with unwillingness of Maharashtra State Electricity Distribution Company Limitedto sign the Power Purchase Agreements (PPA's) certainly affected the performance of ourflagship Power Consultancy Division in terms of billing and recovery. However severalachievements have been realized in various Strategic Business Units as highlighted below :

• Power division completed multiple assignments in Maharashtra Karnataka TamilNadu Madhya Pradesh Uttar Pradesh Uttarakhand & Punjab marking PAN India presence.

• This division shifted its focus from sugar / cogen sector to allied by sourcingmore than 50% business from ethanol & industrial cogeneration. The major clientsserviced during financial year2016- 17 include Ameresco Ltd. (UK) GlaxoSmithKlineConsumer Healthcare Ltd. Sonepat Continental India Limited Usher Eco Power LimitedSudarshan Chemicals Industries Ltd. BLA Power Pvt. Ltd. IL & FS Tamil Nadu PowerCompany Ltd. (ITPCL) Terravana Bioenergy Pvt. Ltd. Vidarbha Energy & InfrastructureLtd. Maharashtra Vidhyut Nigam Pvt. Ltd. Maadurga Thermal Power Company Ltd. IG PetroChemicals Limited South Seas Distilleries & Breweries Pvt. Ltd. Shree BanashankariCarbo Gases Rashi Steel & Power Limited The General Directorate of Energy Mines& Water Govt. of Comoros Ultratech Cement Ltd. SKI Carbon Black India LimitedKunjir Bioenergy India LLP. etc.

• This division undertook a Techno Economic Viability study & resolution ofrestructuring of sugar & power business of BLA Power & NSL Sugars under RBI S4Ascheme launched in June 2016. It also successfully assisted ITPCL in commissioning of2x660 MW thermal power plant as Lenders Independent Engineer (LIE) on behalf of PunjabNational Bank led consortium.

• It helped Sangamner Bhag SSKL (7000 TCD & 30 MW) & Kisanveer KhandalaSSKU (2500 TCD & 9 MW) in stabilizing their sugar & cogen power plants.

• This division organized business meets for promoting its consultancy services inethanol sector at Pune/Belgaum/Hyderabad/Chennai.

• This division also intensified consultancy efforts in non molasses ethanolsector by preparing Detailed Project Report for 300 KLPD capacity cassava / beet rootbased ethanol plant in Telangana for Terravana Bioenergy Pvt. Ltd. Hyderabad.

• This division shall concentrate on getting business in waste to energy sector inFinancial Year2017- 18.

• ENERGY & CARBON SERVICES DIVISION :

During the year under review it continued executing assignments from Government aswell as Private Sectors.

It's Key achievements include:

• Certificate of Merit at National Energy Conservation Award - 2016 by theMinistry of Power Government of India.

• 1^st price at 11^th Maharashtra State Level Award forExcellence in Energy Conservation & Management.

• Energy conservation & efficiency studies for high end clients viz; KalyaniGroup Lupin Viraj Profiles Sun Pharma Reliance GSK Club Mahindra EESL PidiliteAlembic Adani Group Electrotherm Cadila Group Torrent Group etc.

• Comprehensive energy audit at Bahrain Specialty Hospital.

• Project management consultancy services (commissioned) -

• 10 MW solar power project by M/s Dosti Reality Ltd. in Karnataka

• 25 MW solar power project by M/s Alfa Infraprop Pvt. Ltd. in Bihar

• 20 MW solar power project by M/s Emami Power Ltd. in Uttarakhand

• Project management consultancy services to -

• 20 MW solar power project by M/s Shri Keshav Cements & Infra Ltd. inKarnataka;

• 15 MW solar power project by M/s Gujarat Alkalies & Chemicals Ltd. inGujarat;

• 10 MW solar power project by M/s TIDEL Park Ltd. in Tamilnadu.

• Owner's Engineer Services for 50 MW SECI Solar Ground Mounted Project by M/sRattanindia Solar 2 Ltd. (Indiabulls Group) in Uttar Pradesh.

• Pre-bid engineering support to M/s Gamesa Renewable Pvt. Ltd. (now a SiemensCompany) for 100 MW NLCs Solar Power Project.

• Pre-bid engineering support to M/s Angelique International Ltd. for 50 MW SolarPower Project at Salem (tendered by NTPC Ltd.).

• Lenders' Independent Engineer Services to Rural Electrification Corporation Ltd.for 50 MW Solar PV Project by M/s Magnet Buildtech Pvt. Ltd. (Hindustan Group) in Punjab.

• Project management consultancy services for 642 kW roof top solar power projects(22 locations) by Karnataka State Pollution Control Board in Karnataka.

• Trusted Consultant of India's largest independent wind power producer - M/s LeapGreen Energy Pvt. Ltd.

• Undertook third party due diligence of 259.1 MW wind assets installed at varioussites in Maharashtra Rajasthan Madhya Pradesh Tamilnadu in record time as perinternational standards for M/s Leap Green Energy Pvt. Ltd. & Group Companies.

• Performance improvement services to 6.00 MW wind power project at Rajasthan forM/s Orient Abrasives Ltd. (Ashapura Group). Improved machine availability from 93.4% to98.5% resulting in 320912 additional units generation (9.86% increase over previousyear).

• ENVIRONMENT MANAGEMENT AND ENGINEERING SERVICES DIVISION :

Environment Management and Engineering Services Division provides services viz;Environment Impact Assessment (EIA) of developmental projects Obtaining Consents toEstablishment & Operate Environmental Clearances Preparation of EnvironmentManagement Plan (EMP) Environment Audit Environmental Risk Assessment Health &Hygiene Survey O&M of ETP STP.

This division runs a laboratory approved by Ministry of Environment and Forests (MoEF)Government of India. This division has obtained accreditation from National AccreditationBoard for Testing and Calibration Laboratories (NABL). The laboratory has maintained itsOHSAS 18001:2007 certification. This division received accreditation from Quality Councilof India (QCI)-NABET to carry out EIAs in 17 sectors.

The laboratory accreditation and QCI accreditation have helped the division to maintainhealthy

client base of over 300 plus industries viz; Cummins Bajaj Auto Ltd TCS BridgestoneGE India Ltd Volkswagen Piaagio Panchshil. It has continued working for CIDCO in SolidWaste Management and for Cummins in O&M of ETP/ STP. It may please be noted thatduring the year under review the performance of Environmental Testing Laboratoryimproved.

• BANKING & FINANCIAL SOLUTIONS DIVISION :

This division continued providing services to Banks and Financial Institutions as it isempanelled with leading banks. It has carried out assignments PAN India like DetailedProject Reports (DPR) and conducted Appraisal / Techno Economic Viability (TEV) studiestechnical/ financial and Restructuring / CDR/SDR/5/25/S4A/Deep Restructuring loansyndication lender's engineer services Traffic Study etc. It may please be noted that inthe past year this division has carried out more than 100 assignments. Some of theprestigious assignments are as follows:

• INFRASTRUCTURE CONSULTING DIVISION :

During the year under review this division received a major order from M/s ACG PharmaTechnologies

Pvt. Ltd. for monitoring its factory expansion project on NH4. It also worked withMaharashtra Maritime

Board Mumbai. Some of the key assignments undertaken by this division include :

• Preparation of Master Plan with Infrastructure detailing like internal roadperipheral roads substations control room panel room with the fencing for Solar Park inVietnam spread over area about 5000 acres.

• Preparation of Master Plan for about 10000 Acres solar park in Andhra Pradeshincluding Detailed Engineering for 2 lane Roads canal crossing Bridges Water Supplydistribution system Drainage System rain water harvesting and electrification etc.

• It Completed Master Plan phase wise for 1000 acres Orange Smart City at Pennear Panvel on Mumbai Pune Expressway which included preparation of detailed estimationdrawings bill of quantities with designs.

• Successfully completed assignment for NIT Institute of Jalandhar Punjab ofvetting of estimations for buildings interior works and mechanical electrical plumbingwork.

• It prepared a Techno Economic Feasibility Report for Gujarat Coastal Area forJetties & Bunds at Madhavad.

• It supervised construction work of Modern Abattoir for Mohali Corporation withcapacity of 350 cattles 75 pigs and poultry for birds.

• It carried out detailed Architectural Structural design for cold storage (1250MT) and dehydration plant (2 MT) at Kochi for Central Food Research Department Project.

• It started Contour Survey and other related reports for Architectural detaileddesigning MEP and Project Management Consultancy for construction of 562 nos of PoliceQuarters along withS.P. Office and RPI Office with allied buildings for Maharashtra StatePolice Housing & Welfare Corporation Ltd. at Ratnagiri.

• It has started working on Inception Report for Architectural detaileddesigning MEP and Project Management Consultancy for modern automatic poultry plant for30000 birds for Chandigarh Municipal Corporation.

• This division has empaneled us with Maharashtra Tourism Development CorporationLtd (MTDC) Maharashtra State Police Housing & Welfare Corporation Ltd (MSPHC)Municipal Corporation Chandigarh Health Department Pradhan Mantri Gram Sadak YojanaPublic Works Dept.

• SECURITISATION AND FINANCIAL RESTRUCTURING DIVISION :

Key achievements include:

• It has been empanelled with new Banks and NBFCs Viz. Tata Capital Finance Ltd.A.U. Housing Finance Ltd. Encore ARC Ltd. Indian Bank Indian Overseas Bank NagpurNagrik Sahakari Bank Ltd. Yes Bank Ltd. IndusInd Bank Ltd.

• During the year under review it has completed 16 Valuation assignments forvarious corporates.

• It has taken over physical possession of more than 165 properties and also hasoffered support services for sale of assets.

• It handled 32 Resolution Mandates from various Banks and recovered an amount ofRs. 40 crores.

• AGRO INFRA AND FOOD PROCESSING DIVISION :

Key achievements include :

• It prepared a Mega Food Park Project Proposal for Saigal Group at Roha Dist.Raigad Maharashtra which has been found eligible by Ministry of Food ProcessingIndustries Government of India New Delhi for rendering grant in aid under Mega Food ParkScheme.

• It prepared Integrated Cold Chain Project Proposal for Nutririte Foods Pvt.Ltd. in MIDC Indapur Dist. Pune Maharashtra which has been found eligible by Ministryof Food Processing Industries Government of India New Delhi for rendering grant in aidunder Integrated Cold Chain Scheme.

• It prepared a proposal for Ice Plant Project at Saldure near Dapoli Dist.Ratnagiri Maharashtra for Shree Bhavani Ice Plant which has been found eligible byDepartment of Fisheries Govt. of Maharashtra.

• It assisted Western Superfresh Corporation for getting Grant-in-Aid of about Rs.9 Crores from Ministry of Food Processing Industries Govt. of India New Delhi for anIntegrated Cold Chain Project in MIDC Taloja.

• It acted as Programme Management Agency for getting final approval toModernization of an abattoir project to be commissioned by Aurangabad MunicipalCorporation Aurangabad Maharashtra at Padegaon Dist. Aurangabad. Said project iseligible to get grant in aid from Ministry of Food Processing Industries Govt. of India.

• It acted as Programme Management Agency for completion and commissioning ofModernization abattoir project at Usgaon Goa of Goa Meat Complex Ltd. which has receivedgrant-in-aid from Ministry of Food Processing Industries Govt. of IndiaunderModernization of Abattoir Scheme.

• It prepared Project Report for a Mega Food Park and Resort Project near DindoriDist. Nashik Maharashtra to be developed on 150 acres.

• It prepared Project Report for a Fish Processing and Cold Chain Project at SEZMangalore Karnataka.

• It prepared Project Report for a Coconut Processing Project near CoimbatoreTamil Nadu.

• It prepared Project Report for Soyabean Processing Project (SEP) near LaturMaharashtra.

• It prepared Project Report for a Sava/Bhagar/Vari Processing Project near PenDist. Raigad Maharashtra.

• It prepared Project Report for a Commercial Goat Farming Project in Solapurdistrict Maharashtra.

• It prepared Market Assessment Report for a Pomegranate Processing Project nearPune Maharashtra.

• It prepared Market Assessment Report for a Meat Processing Project in UttarPradesh.

• TEXTILES CLUSTERS - INFRA CONSULTING & MARKET RESEARCH DIVISION :

This Division offers total Consultancy Solution from Concept to Commissioning forTextiles Projects in

Spinning Weaving Processing Garments & Technical Textiles sector.

Key achievements include establishing Textiles Business by offering consultancy to theClient from various Textile centres from India viz; Ahmedabad Surat Mumbai ChandigarhBhilwara Ludhiana Bhopal Nagpur Bangalore Bhuj Jamnagar & Rajkot etc. Itserviced prestigious Clients such as :

• Avogol India Pvt. Ltd. Bhopal - Technical Textiles

• Ramtej Textiles LLP Solapur. - Textiles

• Astral India Investments Nagpur - Technical Textiles

• Welspun India Limited Mumbai - Textiles

• Himatsingka Siede Bangalore - Textiles

• Chiripal Group Ahmedabad - Textiles

This division provides consultancy for enhancing productivity competitiveness as wellas capacity building of small enterprises under the schemes of Government of India andGovernment of Maharshtra and also provides handholding support to MSME's.

MARKET RESEARCH:

Under Market Research segment this Division provides a wide spectrum of service in thefield of Marketing and social Research and also assist clients by providing solutions atall phases of planning & development. This division conducted various assignments insocial research industrial research and consumer research.

Key achievements include :

• Empaneled with Directorate of Economics & Statistics Govt. of Maharashtrafor conducting Evaluation Studies Sample Survey and providing expert services instatistical & economic activities.

• Empaneled with Karnataka Evaluation Authority Government of Karnataka Bangalorefor undertaking Evaluation Studies.

• ENTREPRENEURSHIP & VOCATIONAL TRAINING AND BIO-TECHNOLOGY DIVISION :

• 1^st CSR Assignment of value of Rs. 65.00 Lakhs.

• Recognized as Champion Institute & Hand Holding Agency by SIDBI for Stand upMitra Scheme of Govt. of India.

• Recognized by Department of Industry Policy & Promotion (DIPP) for Start UpIndia Scheme.

• Promoting innovative ideas and providing soft loans to incubators.

• Empanelled by National Institute of Solar Energy (NISE) Ministry of New andRenewable Energy Government of India (MNRE) to work in five states for implementation ofSuryamitra Skill Development Programme.

• Empanelled with United Nations Development Programme (UNDP) for implementingWomen Empowerment project.

• MITCON INCUBATION CENTRE :

During the year under review MSME Government of India awarded ASPIRE project toMITCON TBI for upgradation of TBI incubation of innovative idea seed fund and workshop.

• MITCON CENTRE FOR CSR AND SKILL DEVELOPMENT :

This division scaled up its operations at new center at Balewadi. The center is havingstate of the art training facility. It offers varied range of training programs to developresourceful and skilled manpower through various laboratories like Catering BakeryFashion Technology Four Wheeler Repairing Lab Beauty Care etc. This division alsoprovides CSR solutions to the corporates.

Key achievements include :

• Received assignment from Gulf Oil for Conducting 3 day workshops for theirDealers/Mechanics.

• Extension of Accreditation from National Skill Development Corporation.

• MITCON e-SCHOOL :

This division continued its activities from Agriculture College Campus Pune and alsofrom Chinchwad and Balewadi centers.

5. DIRECTORS :

Pursuant to Article 171 of the Articles of Association of the Company Mr. ChimanDeshmukh who retire by rotation and being eligible offer himself for re-appointment.

During the year under review the Board appointed Ms. Maya Sinha and Mr. Subodh Kumar(representative of SIDBI ) as an Additional Directors on the Board of Directors of theCompany pursuant to the provisions of Section 161 and other applicable provisions(including any modification or re-enactment thereof) if any of the Companies Act 2013and whose appointment was regularized by way of an Ordinary Resolution passed by themembers through Postal Ballot.

During the year under review Mr. Ravi Tyagi and Mr. Anand Kusre resigned as Directorsof the Company. The Board places on record its sincere appreciation for their valuablecontributions.

The Board also appointed Ms. Maya Sinha as Chairperson of the Board.

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013.

Your Board recommends re-appointment of Mr. Chiman Deshmukh at the ensuing AnnualGeneral Meeting. A brief resume nature of expertise details of directorships held inother companies and other information of Mr. Chiman Deshmukh proposing re-appointmentpursuant to the provisions of the Companies Act 2013 and Listing (Obligations &Disclosure Requirements) Regulations 2015 is appended as an annexure to the notice ofensuing Annual General Meeting.

6. BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 the Board Members evaluated theperformance of individual directors based on their participation in the Board Meetings andMeeting of the Committees of the Board and also as per criteria laid down in policy forevaluation of performance of Board Members.

Independent Directors also evaluated the performance of the Non-Independent Directorsin their separate meeting held on 27.03.2017.

7. MEETINGS OF THE BOARD :

During the financial year 2016-17 seven Board Meetings were convened on 27.05.201605.08.2016 04.10.2016 11.11.2016 28.12.2016 10.03.2017 27.03.2017.

The attendance of the Board Members at the said meetings are as under:

* Appointed w.e.f. 11.11.2016 **Appointed w.e.f. 11.11.2016

Mr. Ravi Tyagi was a member of the Board till 06.08.2016 and he attended meetings heldon 27.05.2016. He also attended meeting held on 04.10.2016 on invitation.

Mr. Anand Kusre was a member of the Board till 22.11.2016 and he attended meetings held27.05.2016

05.08.2016 and 04.10.2016.

8. COMMITTEES OF THE BOARD :

i. Audit Committee

As on 31^st March 2017 the Committee comprised of the following:

‘Appointed as member w.e.f. 11.11.2016

The audit committee meetings are usually attended by the Managing Director ChiefFinancial Officer the representatives of Statutory Auditors and Internal Auditors as andwhen necessary. The Company Secretary acts as a Secretary of the Committee.

The previous Annual General Meeting of the Company was held on 05.08.2016 which wasattended by Mr. Anand Kusre then Chairman of the Audit Committee.

The dates on which the Audit Committee Meetings were held and the attendance of theMembers at the said meetings are as under:

Mr. Anand Kusre was a member of the Committee till 22.11.2016 and he attended meetingsheld on

27.05.2016 and 05.08.2016.

ii. Nomination and Remuneration Committee

As on 31^st March 2017 the Committee comprised of the following:

*Appointed as member w.e.f. 11.11.2016.

The previous Annual General Meeting of the Company was held on 05.08.2016 which wasattended by Mrs. Archana Lakhe Chairperson of the Nomination and Remuneration Committee.

The dates on which the Nomination and Remuneration Committee Meetings were held and theattendance of the Members at the said meetings are as under:

Mr. Anand Kusre was a member of the Committee till 22.11.2016 and he attended meetingsheld on

27.05.2016 and 05.08.2016.

iii. Corporate Social Responsibility (CSR) Committee

As on 31^st March 2017 the Committee comprised of the following:

*Appointed as member w.e.f. 11.11.2016.

Mr. Ravi Tyagi was a member of the Committee till 06.08.2016 and he attended meetingheld on 29.04.2016.

iv. Stakeholders Relationship Committee :

As on 31^st March 2017 the Committee comprised of the following:

*Appointed as member w.e.f. 11.11.2016 **Appointed as member w.ef. 11.11.2016

During the year the Committee meeting was held on 27.03.2017 which was attended by allmembers except Mr. Chiman Deshmukh.

9. KEY MANAGERIAL PERSONNEL (KMP) :

During the year under review the following persons were Key Managerial Personnel:

During the year there were no changes in the Key Managerial Personnel.

10. NOMINATION AND REMUNERATION POLICY :

The Board of Directors have framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy is annexed hereto and forms an integral part of this Report.

11. WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy to report genuine concerns or grievances. Thewhistle blower policy has been posted on the website of the Company (www.mitconindia.com).

12. AUDITORS :

The appointment of the Statutory Auditors of the Company M/s. Joshi & SahneyChartered Accountants Pune shall be required to be ratified at the ensuing annual generalmeeting for the Financial Year 2017-18.

M/s. Joshi & Sahney Chartered Accountants Pune is an independent audit firm andnone of your Directors KMP's are related or interested in it directly or indirectly.

Auditors Remark

The comments of the Auditors read together with the Notes to Accounts areself-explanatory and do not call for further explanation.

13. SHARE CAPITAL :

During the year the Authorised Capital of the Company was increased to Rs.250000000 (Rupees Twenty Five Crores) divided into 25000000 Equity Shares of Rs.10/- each from Rs. 150000000 (Rupees Fifteen Crores) divided into 15000000 EquityShares of Rs. 10/- each.

During the year under review there was no change in paid-up share capital of theCompany which stood at Rs. 1210 Lakhs.

14. CORPORATE GOVERNANCE :

The Company has taken adequate steps to ensure that the conditions of CorporateGovernance as stipulated and applicable under various regulations are complied with.

15. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed hereto and forms an integral partof this Report.

16. SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s SVD & Associates a firm of CompanySecretaries in Practice to undertake Secretarial Audit of the Company. The SecretarialAudit Report is annexed hereto and forms an integral part of this report.

There is no remark from the secretarial auditor for the year under review except thefollowing:

"The filing of Report to the Stock Exchange under sub-regulation 3 of Regulation 7of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 for the half year ended 30.09.2016 has been done beyondprescribed time.

Management Reply:

The Company inadvertently failed to file the same within due date since thecertification was required to be obtained from Registrar and Transfer Agent.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

In accordance with the provisions of the Companies Act 2013 and listing agreementrequirements the Management Discussion and Analysis report is annexed hereto and forms anintegral part of this report.

Discussion on state of Company's affairs has been covered as part of the ManagementDiscussion and Analysis and also under section highlights of important assignments.

18. CORPORATE SOCIAL RESPONSIBILITY :

During the year your Company has contributed Rs. 1666668/- towards Corporate SocialResponsibility (CSR). For the year 2016-17 the budget for CSR spend is in line with theprovisions under the Companies Act 2013 in this regard. The budget is project driven andapproved by the CSR Committee. A detailed report on CSR activities carried out by theCompany is annexed hereto and forms an integral part of this report.

19. PARTICULARS REQUIRED TO BE FURNISHED BY COMPANIES :

The provisions relating to disclosure of details regarding Energy Consumption bothtotal and per unit of production and technology absorption are not applicable as theCompany is engaged in the business of providing consultancy services and conductingtraining programmes.

Your Company carries out its operations in an environmental friendly manner and is onthe look-out for different ways & means to reduce the consumption of energy in itsoperations.

20. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of Rs. 27.70 Lakhs (US$ 27970 Euro 8742.40 BHD1500) were received duringthe year on account of Professional fees and reimbursement of expenses. (Previous Year Rs.104.77 Lakhs (US$ 146242 Euro 10832.14)

Expenditure in Foreign Currency during the year was Rs. 1.08 Lakhs (US $ 1605.14)(Previous Year Rs. 4.81 Lakhs (US $ 6392.62 Euro 750)).

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013 :

During the year under review the Company acquired 49% of the paid up capital i.e.5880000 Equity Shares of Rs. 10/- each in Krishna Windfarms Developers Private Limited(KWFDPL) by investing Rs. 59065200 (Including stamp duty of Rs. 265200).Consequently KWFDPL became Associate of Company of your Company.

The Company has duly complied with the provisions of Section 186 of the Companies Act2013 in respect of investments made by the Company. The Company has provided CorporateGuarantee and also provided security upto Rs. 280000000/- (RupeesTwenty Eight crore) inthe form of Fixed Deposits for Letter of Credit opened by Krishna Windfarms DevelopersPrivate Limited (KWFDPL) which is covered by Section 186 of the Companies Act 2013.

22. PARTICULARS OF EMPLOYEES :

None of the employee of the Company was in receipt of remuneration of more than Rs. 60Lakhs per annum or Rs. 5 Lakhs per month if employed for part of the year except ManagingDirector. At the end of the year Company had 195 numbers of Staff.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is having Policy for the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. In this regard Internal ComplaintsCommittee has been set up to redress complaints. During the year under review there wereno complaints received pursuant to the aforesaid Act.

23. PARTICULARS OF RELATED PARTY TRANSACTIONS :

Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of contracts or arrangements entered into by theCompany with Related Parties which was not in the ordinary course of business is beingprovided separately as Form AOC-2

and which is annexed and forms an integral part of this report. The particulars ofarrangements entered into by the Company with Related Parties which in the ordinary courseof business are provided in Notes to the Financial Statements.

24. RISK MANAGEMENT POLICY :

The Company has a robust risk management framework comprising risk governance structureand defined risk management processes. The Company identifies all strategic operationaland financial risks that the Company faces by assessing and analysing the latest trendsin risk information available internally and externally and uses the same to plan for riskmitigation activities.

25. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY :

There are no adverse material changes or commitments occurring after 31st March 2017which may affect the financial position of the Company or may require disclosure.

During the year under review the Board of Directors of your Company have decided toform following companies in association with CMC Skills Private Limited:

1) MITCON Megaskill Centers Private Limited in which your Company would be holding 26%of the paid up capital. This Company is being formed as Special Purpose Vehicle forundertaking assignment received from Jharkhand Skill Development Mission SocietyGovernment of Jharkhand for establishing operating and maintaining Mega Skill TrainingCentre (s) on PPP Mode. On formation this Company would become Associate Company of yourCompany.

2) MITCON Multiskills Limited in which your Company would be holding 51% of the paid upcapital and consequently on formation would become Subsidiary Company of your Company.This Company would primarily focus on undertaking training and ancillary assignments ofState/Central Government and Local bodies.

26. CHANGE IN THE NATURE OF BUSINESS :

During the year under review there has been no change in the nature of business of theCompany.

27. INTERNAL FINANCIAL CONTROL :

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis which forms anintegral part of this Report.

28. RESPONSIBILITY STATEMENT :

On behalf of the Board of Directors Managing Director hereby states that :

• In preparation of Standalone & Consolidated annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.

• We had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof state of affairs of the company at the end of the financial year and of the Profit ofthe company for that period.

• We had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.

• We have prepared the Standalone & Consolidated Annual Accounts on a goingconcern basis.

• Internal Financial Controls as laid down were adequate and were operatingeffectively.

• A proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

29. ACKNOWLEDGEMENTS :

Your Directors would like to record their appreciation for the support to the companyreceived from the Shareholders Banks Institutions all our esteemed Customers andEmployees of the Company.

FORM NO. AOC -2

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of

the Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

Details of contracts or arrangements or transactions not at Arm's length basis.

CSR POLICY OF THE COMPANY

1. Preamble

At MITCON Consultancy & Engineering Services Limited (MITCON) we are committed forempowerment of society through our Social initiatives. MITCON always give thrust ondeveloping young entrepreneurs and women empowerment.

2. Purpose

The key purpose of this policy is to:

• Define what CSR means to us and the approach adopted to achieve our goals

• Define the kind of projects that will come under the ambit of CSR

• Identify broad areas of intervention in which the company will undertakeprojects

• Serve as a guiding document to help execute and monitor CSR projects

• Elucidate criteria for partner implementation agencies

• Explain the manner in which the surpluses from CSR projects will be treated

3. Policy Statement

The CSR Policy focuses on addressing critical social environmental and economic needsof the marginalized/underprivileged sections of the society. Through this policy we alignour CSR strategy with MITCON's vision and goals. We adopt an approach that integrates thesolutions to these problems into the strategies of the company to benefit the communitiesat large and create social and environmental impact.

4. Scope of CSR activities in MITCON

As a practice we classify only those projects that are over and above our normalcourse of business as CSR. This policy will apply to all our CSR activities/projects andit will be further reviewed and updated.

Normal Course of Business

MITCON provides corporate solutions in power generation energy efficiency renewableagency environmental management banking and finance infrastructure etc. We also conductvocational and IT trainings. As a company we are committed to providing quality servicesto our customers creating economic value for all our shareholders and we assign highpriority to ensuring that we fulfill all regulatory requirements.

MITCON's CSR Focus in line with Schedule VII of the Companies Act 2013:

MITCON will undertake its CSR activities in the following broad areas:

1. Promoting education including special education

2. Promoting preventive health care and sanitation and making available safe drinkingwater

3. Eradicating hunger poverty and malnutrition

4. Promoting education gender equality and empowering women

5. Ensuring Environmental sustainability ecological balance protection of flora andfauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water

6. Measures for the benefit of armed forces veterans war widows and their dependents

7. Rural Development Projects

Appointment of outside agency:

MITCON can implements its CSR activity in any of the above mentioned areas throughindependently registered non-profit organisations.

5. CSR Budget & Schedule of implementation

The total budget for the CSR projects will be decided by the CSR Committee. The CSRcommittee will be responsible for preparing a detailed plan on CSR activities includingthe expenditure the type of activities roles and responsibilities of variousstakeholders and a monitoring mechanism for such activities. The same will be recommendedto the Board.

In terms of the provisions of the Companies Act 2013 the Company may spend upto fivepercent of the total CSR expenditure on the salaries to be paid to the staff of theCompany who are involved in implementation of the CSR activities of the Company or on anyother administrative overheads related to implementation of the CSR activities.

Any unutilized portion of CSR budget shall be reported annually as per the provisionsof the Companies Act 2013.

6. Governance Structure

We have constituted a robust and transparent governance structure to oversee theimplementation of our CSR Policy in compliance with the requirements of Section 135 ofthe Companies Act 2013.

Board-level CSR Committee

At MITCON our CSR governance structure will be headed by the Board Level CSR committeethat will be ultimately responsible for the CSR projects undertaken. The committee willreport to our Board of Directors.

Members as on 31^st March 2017

• Mr. Aniruddha Joshi

• Dr. Pradeep Bavadekar

• Mr. Subodh Kumar

• Mrs. Archana Lakhe Responsibilities of the CSR Committee

(a) To formulate and recommend to the Board a Corporate Social Responsibility Policywhich shall indicate the activities to be undertaken by the company as specified inSchedule VII of the Companies Act 2013;

(b) To recommend the amount of expenditure to be incurred on the activities referred toin clause (a); and

(c) To monitor the Corporate Social Responsibility Policy of the company from time totime.

(d) To prepare a transparent monitoring mechanism for ensuring implementation of theprojects/ programmes/activities proposed to be undertaken by the Company.

Reporting to CSR Committee

The Chief Financial Officer and Company Secretary will report the CSR activitiesundertaken to the CSR Committee from time to time.

7. Treatment of Surplus

Any surplus generated from CSR projects undertaken by us will be tracked andchannelized into our CSR corpus. These funds will be further used in development of theCSR projects and will not be added to the normal business profits.

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 52of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel Senior Management and Other Employeeshas been formulated by the Nomination and Remuneration Committee (Hereinafter referred toas NRC or the Committee) and has been approved by the Board of Directors.

The Nomination and Remuneration Policy of MITCON Consultancy & Engineering ServicesLimited (the "Company") is designed to attract motivate improve productivityand retain manpower by creating a congenial work environment encouraging initiativespersonal growth and team work and inculcating a sense of belonging and involvementbesides offering appropriate remuneration packages and superannuation benefits. The policyreflects the Company's objectives for good corporate governance as well as sustained longterm value creation for shareholders.

Definitions:

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961 and other statutory benefits;

"Key Managerial Personnel" means:

i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

ii) Chief Financial Officer;

iii) Company Secretary; and

iv) such other officer as may be prescribed.

"Senior Managerial Personnel" means the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all functional heads or Head of the Divisions.

Applicability

This Policy applies to directors senior management including its Key ManagerialPersonnel (KMP) and other employees of the Company.

Guiding principle

The guiding principle is that the nomination terms of employment and remunerationshould effectively help in attracting and retaining committed and competent personnel.

While designing remuneration packages industry practices and cost of living are alsotaken into consideration.

Nomination :

A) Directors

The appointment of the Non-Executive and Independent Directors are subject to therecommendation of NRC and approval of the Board of Directors and Shareholders. The Companyshall comply provisions of the Companies Act 2013 and rules framed thereunder forappointment of the Managing Director Executive Director and Independent Directors.

B) KMP

Appointment and removal of KMP are subject to the approval of the NRC and the Board ofDirectors.

C) Senior Management

The Managing Director is authorised to make appointment and removal of seniormanagement personnel. The same will be reported to the Board in the next Board Meeting.

D) Other employees:

Other employees will be appointed by the Managing Director from time to time.

Remuneration :

The NRC while designing the remuneration package considers the level and composition ofremuneration to be reasonable and sufficient to attract retain and motivate the person toensure the quality required to run the company successfully.

The NRC while considering a remuneration package must ensure a balance between fixedand performance linked variable pay reflecting short and long term performance objectivesappropriate to the working of the company and its goals.

The NRC considers that a successful Remuneration Policy must ensure that some part ofthe remuneration package is linked to the achievement of corporate performance targets anda strong alignment of interest with stakeholders.

Reward principles and objectives

The Company's Remuneration Policy is guided by a reward framework and set of principlesand objectives as more fully and particularly envisaged under section 178 of the CompaniesAct 2013 inter alia principles pertaining to determining qualifications positiveattributes integrity and independence etc.

Remuneration also aims to motivate personnel to deliver Company's key businessstrategies create a strong performance-oriented environment and reward achievement ofmeaningful targets over the short and long-term.

A) Non-Executive Directors

As per the Policy followed by the Company since inception the non-executive directorsare paid remuneration in the form of sitting fees for attending Board and Committeemeetings as fixed by the Board of Directors from time to time subject to statutoryprovisions. Presently sitting fee is Rs. 10000/- per meeting of the Board or anyCommittee thereof.

B) Managing Director

Remuneration of Managing Director reflects the overall remuneration philosophy andguiding principle of the Company. When considering the appointment and remuneration ofManaging Director the NRC considers pay and employment conditions in the industry meritand seniority of the person and the paying capacity of the Company. The term of office andremuneration of Managing Director are subject to the approval of the Board of Directorsshareholders and the limits laid down under the Companies Act from time to time.

The Managing Director's remuneration comprises of salary perquisites and performancebased commission/ reward apart from retirement benefits like P.F. SuperannuationGratuity etc. as per Rules of the Company.

The Managing Director is also entitled to customary non-monetary benefits such ascompany car health care benefits leave travel communication facilities etc.

C) Employees

Remuneration of other employees is decided by the Managing Director where applicablebroadly based on the Remuneration Policy of the Company. Total remuneration comprises of:

1. A fixed base salary - set at a level aimed at attracting and retaining executiveswith professional and personal competence showing good performance towards achievingCompany goals.

2. Perquisites - in the form of dearness allowance house rent allowance conveyanceallowance medical allowance leave travel allowance reimbursement of telephone expensesincurred for business of the Company and other benefits as per the Company's policy.

3. Retirement benefits - Contribution to PF and gratuity as per Company Rules.

4. Motivation /Reward - A performance appraisal is carried out annually and promotions/increments/ rewards are decided by the Managing Director based on the appraisal andrecommendation of the concerned Head of Department Chief Financial Officer and HumanResources Head where applicable.

5. Severance payments - in accordance with terms of employment and applicablestatutory requirements if any.

Evaluation

The Committee shall carry out evaluation of performance of Directors and KMP yearly orat such intervals as may be considered necessary. Managing Directors shall carry outevaluation of performance of the Senior Management Personnel as per the Company's policyand report to the Committee.

Disclosure of information

Information on the total remuneration of members of the Company's Board of Directorsand KMP/ senior management personnel may be disclosed in the Company's annual financialstatements as per statutory requirements.

Application of the Remuneration Policy

This Remuneration Policy shall continue to guide all future employment of DirectorsCompany's Senior Management including Key Managerial Personnel and other employees.

Any departure from the policy can be undertaken only with the approval of the Board ofDirectors.

NRC MEETINGS

The meetings of NRC will be governed by the provisions of the Companies Act 2013Rules made thereunder and Listing Agreement as may be applicable from time to time.

Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

Dissemination

This Policy shall be published on website of the Company.