Dear Members

Your Directors take pleasure in presenting the 37^th AnnualReport on the business and operations of your Company along with the Audited Standaloneand Consolidated Financial Statement for the year ended 31^st March 2019.

1. COMPANY'S PERFORMANCE:

Your Company's financial performance for the year under review has beenencouraging. During the year under review the Company has achieved a gross turnover of6331.01 Lakhs in comparison to previous year's turnover which amounted to Rs. 6236.28Lakhs which represents an increase of 01.51% over the previous year. Key aspects ofConsolidated and Standalone Financial Performance of your company for the currentfinancial year 2018-19 along with the previous financial year 2017-18 are tabulated below:

2. FINANCIAL HIGHLIGHTS:

(Rs.in Lakhs)

3. DIVIDEND AND RESERVES:

> Dividend

The Directors recommend for your consideration a final dividend of 10%(Rs. 1 per Equity Share) for the Financial Year 2018-19. The proposed dividend (includingDividend Distribution Tax) will absorb Rs. 145.87 Lakhs. (Previous year Rs. 1 per EquityShare).

> Transfer to Reserves

During the year under review no amount was transferred to GeneralReserves.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In accordance with the provisions of the Companies Act 2013 andRegulations 34 of SEBI (Listing Obligations and Disclosure Requirements) 2015 theManagement Discussion and Analysis report is Annexed 'A' hereto and forms an integral partof this report.

Discussion on state of Company's affairs has been covered as part ofthe Management Discussion and Analysis and also under section highlights of importantassignment.

5. HIGHLIGHTS OF DEPARTMENT

Overview of the industry important changes achievements and resultsthereof during the last financial year have been mentioned in the Annexure 'B'.

6. DIRECTORS :

• Pursuant to Article 171 of the Articles of Association of theCompany Mr. Ajay Agarwal (DIN: 00200167) who retires by rotation and being eligibleoffers himself for re-appointment.

Your Board recommends re-appointment of Mr. Ajay Agarwal (DIN:00200167) at the ensuing Annual General Meeting. A brief resume nature of expertisedetails of directorships held in other companies and other information of Mr. Ajay Agarwal(DIN: 00200167) proposing re-appointment pursuant to the provisions of the Companies Act2013 and Listing Obligations & Disclosure Requirement Regulations 2015 is appended asan annexure to the notice of ensuing Annual General Meeting.

• Ms. Maya Sinha (DIN: 03056226) ceased to be a Director on theBoard of the Company with effect from 29^th August 2018.

• Dr. Pradeep Bavadekar (DIN:00879747) was re-appointed as amanaging director of the company for a period of three years from 1^st June2018 to 30^th June 2021

• Pursuant to withdrawal of nomination by Small Industries andDevelopment Bank of India Mr. Ajit Nath Jha (DIN: 7336889) has resigned from the post ofthe Directorship of the Company w.e.f. 10^th January2019

• Pursuant to Section 161 of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 read with rules made there under(including its statutory modification or re-enactment thereof) Mr. Anand Chalwade (DIN:02008372) Mr. Ajay Agarwal (DIN: 00200167) and Mr. Sanjay Phadke (DIN: 07111186) wereappointed as Additional Directors on the Board of the Company with effect from 19^thSeptember 2018 and the same was regularized vide resolution passed by Shareholdersthrough postal ballot dated 21.02.2019

• Mr. Aniruddha Joshi (DIN: 00122117) resigned from the post ofDirectorship of the Company w.e.f. 19^th September 2019.

• Mr. Abhijeet Modak resigned from the post of Company Secretaryand Compliance Officer (Key Managerial Personnel) w.e.f. 18^th September 2018.

• Ms. Ankita Agarwal was appointed as a Company Secretary andCompliance Officer (Key Managerial Personnel w.e.f. 19^th September 2018

• notice of Disclosure of General Interest pursuant to Section 184(1) of the Companies Act 2013 disclosing interest in other bodies corporate/ firms anddeclaration under Section 164 (2) of the Companies Act 2013 were received from all theDirectors of the Company. And none of the Director is disqualified.

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

7. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the BoardMembers evaluated the performance of individual directors based on their participation inthe Board Meetings and Meeting of the Committees of the Board and also as per criterialaid down in policy for evaluation of performance of Board Members.

Independent Directors also evaluated the performance of theNonIndependent Directors in their separate meeting held on 21^St February 2019.

8. MEETINGS OF THE BOARD

During the financial year 2018-19 Six (6) Board Meetings were convenedon 10.04.2018 29.05.2018 17.07.2018 19.09.2018 13.11.2018 21.02.2019.

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

9. COMMITTEES OF THE BOARD

i. Audit Committee

As on 31^st March 2019 the Committee comprised of thefollowing:

The audit committee meetings are usually attended by the ManagingDirector Chief Financial Officer the representatives of Statutory Auditors and InternalAuditors as and when necessary. The Company Secretary acts as a Secretary of theCommittee.

The previous Annual General Meeting of the Company was held on29.08.2018 which was attended by Mr. Jagannath Dange and Ms. Archana Lakhe members of theAudit Committee.

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

ii. Nomination and Remuneration Committee

As on 31^st March 2019 the Committee comprised of thefollowing

The previous Annual General Meeting of the Company was held on29.08.2018 which was attended by Mrs. Archana Lakhe and Mr. Jagannath Dange of theNomination and Remuneration Committee.

The dates on which the Nomination and Remuneration Committee Meetingswere held and the attendance of the Members at the said meetings are as under:

iii. Corporate Social Responsibility (CSR) Committee

As on 31^st March 2019 the Committee comprised of thefollowing:

iv. Stakeholders Relationship Committee:

As on 31^st March 2019 the Committee comprised of thefollowing:

During the year the Committee meeting was held on 29.05.2018 which wasattended by Mrs. Archana Lakhe and Dr. Pradeep Bavadekar and Mrs. Maya Sinha was unable toattend the meeting.

10. SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION. PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place policy for Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. The Board of Directors of thecompany has also constituted an Internal Complaints Committee in this regard to redresscomplaints. During the year under review there were no complaints received pursuant tothe aforesaid Act.

11. KEY MANAGERIAL PERSONNEL (KMP):

During the year under review the following persons were Key ManagerialPersonnel:

During the year Mr. Abhijeet Modak resigned as a Company Secretaryw.e.f. 18^th September 2018 and Ms. Ankita Agarwal was appointed as a CompanySecretary w.e.f. 19^th September 2018.

12. AUDITORS :

• STATUTORY AUDITOR:

During the year under review the Company has received resignationLetter dated 17^th May 2019 from Statutory Auditors of the Company M/s. Joshi& Sahney Chartered Accountants Pune.

Further the Company has received a profile from M/s J. Singh &Associates Chartered Accountants Mumbai who has shown their interest to work with theCompany as a Statutory Auditor.

• AUDITORS REMARK

The comments of the Auditors read together with the Notes to Accountsare selfexplanatory and do not call for further explanation.

• INTERNAL AUDITOR

M/s Galgali Sarco are appointed as an Internal Auditors of the Companyfor the Financial Year 2019-20.

• TAX AUDITOR

M/s Shahane & Co. Chartered Accountants Pune are appointed as TaxAuditors of the Company for the Financial Year 2019-20 in terms of section 44AB of theIncome Tax Act 1961.

• SECRETARIAL AUDITOR

In terms of the provisions of Section 204 of the Companies Act 2013and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personal) Rules2014 M/s SVD & Associates a firm of Company Secretaries in Practice was appointed toundertake secretarial audit of the company for the year ended 31^st March 2019.

Secretarial Audit report in prescribed Form No. MR 3 is enclosed asAnnexure 'C' to this report.

Compliance with Secretarial Standards:

The Company has complied with all the provisions of SecretarialStandards on Board meeting and General Meetings issued by the Institute of CompanySecretaries of India and approved by the Central Government.

There is no remark from the secretarial auditor for the year underreview except the following:

• The Company has not filed E-Form MGT-14 for some of theresolutions passed at the Board Meetings held on 29th May 2018 17^th July2018 19^th September 2018 & 21^st February 2019 till the closeof Financial Year.

• The intimation to stock exchange about trading window closurefor the period from 12^th October 2018 till 15^th November 2018could not be verified from the records of the Company.

• Company has submitted annual report under regulation 34 (1) ofSEBI (LODR) 2015 to Stock Exchange beyond the prescribed time period.

Management Reply:

• The Company has filed the above mentioned forms after the closeof the financial year. However Form MGT 14 required to be filed for resolutions passed on29^th May 2018 and 17^th July 2018 are under process.

• The respective intimation was not made to the Exchange due totechnical error or non-working of the portal.

• The delay took place in view of transition of the position ofthe Compliance Officer.

13. SHARE CAPITAL :

There has been no change in the share capital of the Company.

Following is the share capital structure of the Company.

Authorized share capital of the Company is Rs. 25 00 00 000 (RupeesTwenty Five Crores) divided into 2 50 00000 Equity Shares of Rs. 10/- each.

Paid up share capital of the company is Rs. 12 10 00000/-(RupeesTwelve Crore Ten Lakh Only) divided into 1 21 00000 Equity shares of Rs. 10/- Each.

14. DEPOSITS:

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

15. CORPORATE GOVERNANCE :

The provisions of Corporate Governance as stipulated by Regulation 27of SEBI (Listing Obligations and Disclosure Requirements) 2015 are not applicable to theCompany.

16. EXTRACT OF ANNUAL RETURN :

In compliance with provisions of Sections 134(3) (a) and 92(3) of theAct read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 anextract of the Annual Return as on March 31 2019 in prescribed Form No. MGT - 9 is givenin Annexure 'D'to this Report.

17. CORPORATE SOCIAL RESPONSIBILTY

The brief outline of the corporate social responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure 'E'.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The provisions relating to disclosure of details regarding EnergyConsumption both total and per unit of production and technology absorption are notapplicable as the Company is engaged in the business of providing consultancy services andconducting training programmes.

Your Company carries out its operations in an environmental friendlymanner and is on the look-out for different ways & means to reduce the consumption ofenergy in its operations.

19. FOREIGN EXCHANGE EARNINGS & OUTGO :

An amount of Rs. 153.12 Lakhs (US$ 214537 and EUR 13881.81) werereceived during the year on account of Professional fees and reimbursement of expenses.(Previous Year Rs. 11.96 Lakhs (US$ 18491)

Expenditure in Foreign Currency during the year was Rs. 28.55 Lakhs (US$ 3471.47 UGX 593750.02 and SAR 5425.33) (Previous Year Rs. 9.48 Lakhs (US $

14698). During the year Company has imported Solar Panels for itssubsidiary under EPC Contract Rs.10 50 51809/- (US $152799.92)

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013

In compliance with provisions of Section 134(3) (g) of the Actparticulars of loans guarantees investments and securities given under Section 186 ofthe Act are given in the notes to the Financial Statements forming part of this AnnualReport.

21. PARTICULARS OF EMPLOYEES :

During the year under review none of the employee of the Company was inreceipt of remuneration of more than Rs.60 Lakhs per annum or Rs. 5 Lakhs per month ifemployed for part of the year except Managing Director. As on 31^st March 2019the Company has 188 employees.

22. PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year no transaction with related parties was in conflictwith the interests of the Company. All transactions entered into by the Company withrelated parties during the financial year were in the ordinary course of business and onan arm's length pricing basis. The Company did not enter into any transaction with its KeyManagerial Personnel. Statements of transactions with related parties are periodicallyplaced before the Audit Committee and are approved. Material related party transactionswere entered into by the Company only with its subsidiaries. As stipulated by Section134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules 2014particulars of related party transactions are given in Form No. AOC - 2 Annexure 'F' tothis Report. In compliance with Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the policy on dealing with Related Party Transactions asapproved by the Board has been hosted on the Company's website www.mitconindia.com

23. RISK MANAGEMENT

The Board of Directors of the Company has delegated the responsibilityto frame implement and monitor the risk management plan for the Company to the AuditCommittee. The committee is responsible for reviewing the risk management plan andensuring its effectiveness. The Audit Committee has additional oversight in the area offinancial risks and controls. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The Companyhas in place a Risk Management Policy which defines roles and responsibilities at variouslevels and has a structured approach for handling risk. The same policy has been hosted onthe Company's website www.mitconindia.com

The development and implementation of risk management policy has beencovered in the Management Discussion and Analysis which forms part of this report.

24. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIALPOSITION OF THE COMPANY

The Company has five (6) wholly owned subsidiaries as on March 312019. Further to inform there are two (1) associate companies and company does not haveany joint venture companies within the meaning of Section 2(6) of the Companies Act 2013("Act").

Pursuant to the first proviso to Section 129(3) of the Companies Act2013 ('Act') and Rules 5 and 8(1) of the Companies (Accounts) Rules 2014 salientfeatures of the financial statements performance and financial position of eachsubsidiary and joint venture are given in Form No. AOC - 1 as Annexure 'G' to this Report

There has been no material change in the nature of the business of thesubsidiaries.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries are formingpart of this Annual Report.

Details of Holding Subsidiary Associate and Joint venture have beenmentioned in extract of Annual Return MGT 9.

25. POLICIES OF THE COMPANY:

The Board ensured that all the below mentioned company policies remainconsistent with changes in legislation. The policies are annexed hereto as Annexure 'H'and form an integral part of this Report. The revised policies have been hosted on theofficial website of the company ( www.mitconindia.com ).

1. Audit Committee Policy

2. Nomination and Remuneration Policy

3. Corporate Social Responsibility

4. Stakeholders' Relationship Committee Policy

5. Risk Management Committee Policy

6. Whistle Blower Policy

7. Related Party Transaction Policy

8. Policy on determination of Materiality

9. Policy on Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information

10. Policy on Code Of Conduct For Prevention Of Insider Trading

11. Policy on Code of Conduct for Independent Director

12. Sexual Harassment Policy

26. CHANGE IN THE NATURE OF BUSINESS

During the year under review there has been no change in the nature ofbusiness of the Company.

27. INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls withreference to the Financial Statements are stated in Management Discussion and Analysiswhich forms an integral part of this Report.

28. VIGIL MECHANISM /WHISTLE BLOWER

The Company has adopted a Whistle Blower Policy and has established thenecessary vigil mechanism for directors and employees to report concerns about unethicalbehavior. No person has been denied access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the Company.

29. RESPONSIBILITY STATEMENT :

In compliance with the provisions of Section 134(3) (c) read withSection 134(5) of the Act your Directors confirm:

• In preparation of Standalone and Consolidated annual accountsthe applicable accounting standards had been followed along with proper explanationrelating to material departures.

• We had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of state of affairs of the company at the end of the financialyear and of the Profit of the company for that period.

• We had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

• We have prepared the Standalone and Consolidated Annual Accountson a going concern basis.

• Internal Financial Controls as laid down were adequate and wereoperating effectively.

• A proper system has been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

30. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the RegulatorsCourt Tribunals impacting the company's going concern status and operations in future.

31. ACKNOWLEDGEMENTS

Your Directors commend all employees of the Company for their continueddedication commitment hard work and significant contributions. They also wish to expresstheir deep gratitude to various departments of the Central and State governments banksfinancial institutions business associates customers distributors suppliers VendorsInvestors analysts medical professionals and members for their whole-hearted support andcooperation

ON BEHALF OF THE BOARD OF DIRECTORS

For MITCON CONSULTANCY & ENGINEERING SERVICES LIMITED