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Mitcon Consultancy & Engineering Services Ltd.

BSE: 515508 Sector: Others
NSE: MITCON ISIN Code: INE828O01033
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Mitcon Consultancy & Engineering Services Ltd. (MITCON) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 36th Annual Report on the business andoperations of your Company along with the Audited Standalone and Consolidated FinancialStatement for the year ended 31st March 2018.

1. COMPANY'S PERFORMANCE :

Your Company's financial performance for the year under review has been encouraging.During the year under review the Company has achieved a gross turnover of Rs. 6236.28Lakhs in comparison to previous year's turnover which amounted to Rs. 4701.48 Lakhs whichrepresents an increase of 32.65% over the previous year. Key aspects of Consolidated andStandalone Financial Performance of your company for the current financial year 2017-18along with the previous financial tabulated below:

2. FINANCIAL HIGHLIGHTS : (Rs. in Lakhs)

Particulars CONSOLIDATED STANDALONE
As on 31.03.2018 As on 31.03.2017 As on 31.03.2018 As on 31.03.2017
Revenue from Operations 5837.62 4402.93 5837.62 4402.93
Other Income 398.66 298.55 398.66 298.55
Total 6236.28 4701.48 6236.28 4701.48
Profit Before Depreciation & Amortization 653.70 810.58 654.01 810.58
Depreciation & Amortization 252.27 238.88 252.27 238.88
Extraordinary items 43.33 18.25 43.33 18.25
Provision For Tax - Current 91.00 181.50 91.00 181.50
- Deferred (13.11) (27.81) (13.11) (27.81)
Excess Provision for Taxation of Earlier Years (2.15) (42.67) (2.15) (42.67)
Profit after tax for the year (before adjustment for Minority Interest) 282.36 442.43 282.67 442.43
Add: Share of Loss of Minority Interest transferred 0.31 -- -- --
Less: Unrealised Profit out of transactions with Associate (185.13) (149.93) -- --
Add / Less : Share in Profit / (Loss) of Associate Companies Krishna Windfarms Developers Pvt Ltd (112.00) 0.14 -- --
Mitcon Megaskill Centers Pvt Ltd (0.26) -- -- --
Profit for the Year (14.72) 292.64 282.67 442.43

3. DIVIDEND AND RESERVES : Dividend

The Directors recommend for your consideration a final dividend of 10% (Rs. 1 perEquity Share) for the Financial Year 2017-18. The proposed dividend (including DividendDistribution Tax) will absorb Rs. 145.87 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 continued negative policy framework in power & sugarsectors both at the Centre & States levels delayed Cogeneration power projects underexecution in turn affected performance of the Power Division in terms of business &revenue . Although several achievements were observed in the Strategic Business Unitsincluding pre-investment project engineering sugar & ethanol macro & eventshighlighted as below:

• TDDs for biomass linkage & integrated biomass peletization & powerprojects for Technology Development Bank New Delhi; TDD for 60 MW coal fired power plantin Orissa for M/s. Agritrade Singapore; TDD for 24.5 MW BOOT cogen power plant atAjinkyatara SSKL for Shree Renuka Sugars were completed successfully

• DPRs / AVRs / TDDs / TEVs for municipal waste to energy & industrial wasteheat recovery projects established.

• TEVs / DPRs successfully completed for municipal Waste to Energy (WtE) projectsfor Surat Municipal Corporation Nagpur Municipal Corporation Bhopal MunicipalCorporation & 4 municipal corporations at Ananthapur Kadapa Tadepalligudem &Vizianagram in Andhra Pradesh for M/s. Essel Infra Projects Ltd.

• Asset Valuation / TDDs for waste heat recovery project in iron & manganese(Axis Bank / Sandur) & municipal waste to energy projects (IL&FS UrbanInfrastructure)

• Successful commissioning of Parag Agro sugar / captive power plant in a recordtime of 9 months and achievement of 3.5 lakh MT crushing in the maiden season 2017-18.

• Successful implementation of Krishna SSKL distillery modernization project alsoin a record time of 10 months (through dismantling of existing distillery &installation of new plant at the same premises)

• Participation in MNRE Biomass Power group for revision of scheme & follow upfor pending subsidy cases of MITCON clients.

• Business meets for FLSmidth a gearbox vendor at Belgavi & Kolhapur newbusiness line established.

• Policy break through efforts in Maharashtra for power purchase from Cogen Indiaplatform helped generate consulting business for DPRs for cogen power plants &ethanol projects as well as helped receive recoveries & improved outreach to sugarfactory clients

• Business development efforts in international markets have started generatingresults (IFC-Deloitte-MITCON study for Nepal sugar mills & engineering services forcogen power plant at Butali Sugar Mills Ltd. in Kenya)

ENERGY & CARBON SERVICES DIVISION :

During the year under review it continued executing assignments from Government aswell as Private Sectors. Its Key achievements include :

It's Key achievements include:

1st price at 12th

• Maharashtra State Level Award for Excellence in Energy Conservation &Management.

• Energy conservation & efficiency studies for high end clients like PraxairMakino EESL GSK Cadila/ Zydus Group Electrotherm TATA Power etc.

• Energy audit of distribution network of New Delhi Municipal Council (NDMC) forDelhi Electricity Regulatory Commission (DERC) ongoing.

• MOU with HMS Group Damman Saudi Arabia for promotion and execution of energyconservation and efficiency studies in Gulf Cooperation Council (GCC) countries -Saud-Arabia Kuwait the United Arab Emirates Qatar Bahrain and Oman.

• Project management consultancy services to (commissioned projects) -

20 MW solar power project by M/s Shri Keshav Cements & Infra Ltd. at Karnataka

1 MW solar power project by Rajbhavan at Maharashtra.

• Project management consultancy services to (ongoing projects) -

15 MW solar power project by M/s Gujarat Alkalies & Chemicals Ltd. at Gujarat.

10 MW captive solar power project by M/s TIDEL Park Ltd. at Tamil Nadu.

10 MW captive solar power project by Shri Saibaba Sansthan Trust at Maharashtra.

10 MW solar power project by M/s Dynasty Oil & Gas Pvt. Ltd. (Jaguar Group) atKandahar

Afghanistan.

• Lenders' Independent Engineer Services to Rural Electrification Corporation Ltd.for 15 MW Solar PV Project by M/s Mytrah Akshaya Energy Pvt. Ltd. at Karnataka (ongoing).

• Lenders' Independent Engineer Services to Union Bank of India for 8.26 MW &8.00 MW Solar PV

Projects by M/s PV Line Power One Pvt. Ltd. at Karnataka (ongoing).

• Successfully commissioned 10 MW solar power project for M/s Krishna WindfarmsDevelopers Private Limited (KWFDPL) at Maharashtra as EPC.

• Registration with the Ministry of New & Renewable Energy (MNRE) as ChannelPartner (Grade 2B: High Performance Capability & Financial Strength) to take up solarrooftop EPC work.

• Bagged order from M/s WIKA Instruments India Private Limited Pune (GermanGroup) for 400 KW Roof Top Solar Project for Design Engineering Manufacture SupplyTransport Storage Erection Testing & Commissioning and Operation & Maintenancefor 5 years.

LOL from M/s Pudumjee Paper Products Limited Pune to install maintain andsupply Power from 4.90 MW Solar Power Project under Group Captive Mechanism.

• Executed Power Supply Agreement with Brahma Exuberance A B D & ECooperative Housing Society Ltd. Pune to install maintain and supply Power from 90 KWRoof Top Solar Power Project (KWFDPL project).

• Executed Power Supply Agreement with Smt. Kesarbai Soni Hospital Bhilwara toinstall maintain and supply Power from 50 KW Roof Top Solar Power Project (KWFDPLproject).

ENVIRONMENT MANAGEMENT AND ENGINEERING SERVICES DIVISION : EnvironmentManagement and Engineering Division provides the services like Environment ImpactAssessment (EIA) of developmental projects Obtaining Consents to Establishment &Operate Environmental Clearances Preparation of Environment Management Plan (EMP)Environment Audit Environmental Risk Assessment. This division has Ministry ofEnvironment Forests and Climate Change (MoEF&CC) approved laboratory through whichtesting & analysis of Water Air & Soil etc. is being carried out. The divisionhas also accreditation from Quality Council of India (QCI)-NABET to carry out EIAs invarious sectors.

The laboratory accreditation and QCI accreditation have helped the division to maintainhealthy client base of over 200 plus which includes corporates like Adient India PrivateLimited Amcor Flexibles India Pvt. Ltd. Autoline Industrial Parks Ltd. B.G. ShirkeConstruction Technology Pvt. Ltd. Bajaj Auto Limited Bhimashankar Sahakari SakharKarkhana Ltd Bridgestone India Private Limited Carraro India Pvt. Ltd. Cipla Ltd CityRealty & Development Pvt Ltd. Cummins India Ltd Deenanath Mangeshkar Hospital&Research Center Elantas Beck India Ltd. Enkei Wheels In Ltd. Exide IndustriesLimited Fine Organic Industries Limited GE India Industrial Pvt. Ltd. Malpani GroupGodrej & Boyce Mfg. Co. Ltd. Hawa Valves (India) Pvt. Ltd. Hindustan PetroleumCorporation Limited. Horizon Services. Ina Bearing India Pvt Ltd. Jabil Circuit IndiaPvt. Ltd. Kokan Education Society Praj Industries Limited Rites Limited Sona AlloysPvt. Ltd Tata Autocomp Systems Limited Tata Consultancy Services Ltd Thermax LimitedVolkswagen India Pvt. Ltd. etc. This year division has offered consultancy services toMaharashtra Metro Rail Corporation Limited for Pune Metro Rail project and Tata Institutefor Fundamental Research for ‘India Based Neutrino Observatory (INO).

During the year under review the performance of Consultancy Services has improved. Thedivision continued to maintain performance of Environmental Testing Laboratory. TheDivision has maintained accreditation from National Accreditation Board for Testing andCalibration Laboratories (NABL) and OHSAS 18001:2007 certification.

BANKING & FINANCIAL SOLUTIONS DIVISION :

During the year under review this division have achieved total revenue of Rs.4.40crore & is a profit making vertical of Mitcon Consultancy & Engineering ServicesLtd. This division extends variety of technical consultancy services covering both pre& post sanction activities. To name a few are Feasibility Study Techno EconomicViability Study Detailed project report Technical & financial due diligenceLender's Independent Engineer's report (LIE) Asset & Business Valuation TrafficSyndication etc.

Some of the clients served across India include all public private banks &co-operative banks IP professionals SME/Mid & Large corporate Government AgenciesTechnology & Industrial Parks etc. Though the division is headquartered in Pune ithas a huge client list from other states too.

In FY 2018 the division has issued more than 150 reports covering almost all aspect oftechnical consultancy services related to Banking & Finance.

Some of the prestigious assignments handled are as follows:

Name of the company/ assignment Type of services rendered Industry Business Client
1 Jaypee Infratech Ltd. Liquidation Valuation Real Estate Infrastructure & Hospital RP Anuj Jain
2 Indian Oil Adani Gas Pvt. Ltd. LIE Services City Gas Pipe Line State Bank of India
3 Vihaan Networks Ltd. LIE Services Telecom Towers Canara Bank
4 Jayaswal Neco Industries Ltd. TEV for Resolution plan for restructuring Casting of Iron Ore State Bank of India
5 Lulu Lucknow Shopping Mall Pvt. Ltd. LIE Services Shopping Mall (CRE) Bank of Baroda
6 Indospace Industrial Park Pune Pvt. Ltd. LIE Services Warehousing Axis Bank
7 DBL Hassan Periyapatna Tollways Limited LIE Services Infrastructure United Bank of
India
8 Rajahmundry Godavari Bridge Ltd. Resolution plan for restructuring Infrastructure (Bridges) Canara Bank
9 Gayatri Projects Ltd. TEV for Resolution plan for restructuring Infrastructure (Roads) Bank of Baroda
10 Hindusthan Speciality Chemicals Ltd. LIE services Speciality Chemicals State Bank of India
11 Ozone Group TEV & LIE services Real Estate Union Bank of India
12 Sobha Ltd. TEV & LIE services Real Estate Oriental Bank of Commerce
13 Maharashtra Transmission Communication Infrastructure Ltd. (Sterlite Group) LIE services Telecommunication Bank of India
14 Vijay Suraksha Realty LLP LIE services Real Estate Yes Bank
15 Concast Steel & Power Ltd. TEV for Resolution plan for restructuring Steel State Bank of India
16 BRG Iron & Steel Company Pvt. Ltd. TEV for Resolution plan for restructuring Steel UCO Bank
17 NDR Infrastructure Ltd. TEV & LIE services CFS Logistics Warehousing Punjab National Bank
18 Shriram EPC LIE services Infrastructure Oriental Bank of Commerce
19 Chiripal Group TEV & LIE services Textile Bank of Baroda
20 Welspun India Ltd. TEV & LIE services Textile Union Bank
21 D Y Patil Education Trust TEV & LIE services Education Oriental Bank of Commerce
22 Bharti Vidyapeeth TEV & LIE services Education Syndicate Bank
23 Sunstar Overseas Ltd. TEV for Resolution plan for restructuring Steel Karur Vysya
Bank
24 Himatsingka Seide Ltd. 25 Steel Exchange India Ltd. LIE services TEV for Resolution plan for restructuring Textile Steel Canara Bank State Bank of India

• INFRA CONSULTING DIVISION :

During the year under review this division was awarded PMC for dumpsite Landreclamation project for Mulund by Brihan Mumbai Municipal Corporation. It is the largestsuch project in the World. Some of the key assignments and achievements of this divisionincludes :

Independent Engineering Services for collection & Transportation of Waste forentire Jaipur City with 3 million population by way of competitive bidding.

Won Solapur project for Designing of Information education & Communication forimprovement of Solid Waste Management in the City.

Won Design Consultancy & PMC for Central warehouse at Shirdi in competitivebidding.

MITCON is now empaneled with NBCC-National Building Construction Corporation

MITCON is empaneled in DMA -Directorate of Municipal Administration for any project inMunicipal Councils all across Maharashtra.

A complete tendering cell is formed and active. Have undergone 360 deg review of about150 tenders last 60 days.

AGRO INFRA AND FOOD PROCESSING DIVISION : Key achievements include:

Approval of Food Processing Project Proposal of Ajanta Raaj Proteins Pvt. Ltd. nearAgra Uttar Pradesh by Ministry of Food Processing Industries GOI New Delhi.

Approval of Ice Plant Project Proposal of Shree Bhavani Ice at Saldure near DapoliDist. Ratnagiri Maharashtra Plant by Department of Fisheries Maharashtra and NationalFisheries Development Board (NFDB).

Started to provide Pre-Engineering Services for Food Processing Units.

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 BhilwaraLudhiana Bangalore Bhuj Jamnagar & Rajkot etc. It serviced Prestigious Client suchas:

Radiant Wovenplast Pvt Ltd.

Himatsingka Seide Limited

Vishal Fabrics Ltd

Welspun Flooring Limited

Lagnam Spintex Pvt Ltd

Nandan Industries Private Limited

CLUSTER DEVELOPMENT

Under Cluster Development this Division provides consultancy for enhancingproductivity competitiveness as well as capacity building of small enterprises under theschemes of Government of India and Government of Maharashtra and also provides handholdingsupport to MSME's.

MARKET RESEARCH

Under Market Research segment this division provides a wide spectrum fieldof servicesin the Marketing & 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 of the Division in the year 2017-18 includes:

Successful entry in Port Development sector

Designed Marketing Strategy for MSKVIB funded units in Maharashtra.

Completed Assignments in 2017-18 includes:

Designing Marketing Strategy for MSKVIB funded units in Maharashtra.

Preparation of DPR for setting up of Defence Engineering Cluster at Pune by MESCO.

Report on Setting up of Satpati Port near Palghar Dist. Palghar.

Report on Assessment of Technical Feasibility for setting up of Textiles Unit at theexisting premises of The Swadeshi Mills Company Ltd. Mumbai.

DPR for setting up of common facility centre for Banjara Arts Cluster.

DPR for setting up of common facility centre for Bhadravati Pottery Cluster Dist.Chandrapur.

There are various ongoing assignments which were taken up during the year 2017-18.

ENTREPRENEURSHIP & VOCATIONAL TRAINING AND BIO-TECHNOLOGY DIVISION :

Appreciation awarded by NISE for Valuable Contribution in Suryamitra Skill DevelopmentCertificate Programmes in India.

Developing skilled manpower in the Solar PV Sector (Suryamitra) in 6 States viz.Maharashtra Madhya Pradesh Rajasthan Chhattisgarh Jharkhand & Goa.

Developed Online Job Portal for providing Industry ready skilled manpower to SolarIndustry (www. mitconsolarjobs.com).

Published book on success stories in CSR and Solar Sector.

MITCON TECHNOLOGY BUSINESS INCUBATION CENTRE :

Three new innovative ideas approved under NMCP scheme & one idea of previous yearalready commercialized.

Track record of above 90% placement in Diploma in Clinical Research & PharmaRegulatory Affairs

More than 65 new tie-ups with companies for placement of our Clinical Researchcandidates.

MITCON CENTRE FOR CSR AND SKILL DEVELOPMENT: Performance of division in F.Y.2017-18 :

MITCON Center for CSR & Skills Division (MCCSD) is involved in the vocational andskills based training as well as various activities under Corporate Social Responsibilityinitiatives of various companies. MCCSD has conducted vocational and skills based trainingof about different 40 needs based trades and trained 1674 nos. of participants in the F.Y.2017-18.

Achievements and Completion of special assignments :

In F.Y. 2017-18 our major Corporate / Institutional clients were Gulf Oil LubricantsIndia Limited Pankh NGO Hope for the Children Foundation Teamlease Services LtdJubilant Bhartia Foundation.

Affiliations :

We are affiliated with NSDC (National Skill Development Corporation) for varioussector. We are also affiliated and with IIBF for training DRA (Debt Recovery Agent).

MITCON e-SCHOOL :

During the year MITCON e-School continued its various IT trainings Viz. CAD WebDesigning DTP Graphic Designing Hardware and Networking and Programming Languagesthrough its centers in Shivajinagar Balewadi Chinchwad.

MITCON e-School continued their association with MKCL as a Training Provider for MS-CITand KLiC course.

MITCON e-School completed MS-CIT and Tally training assignment (Screen Girl Project)for beneficiaries of WAGGGS (World Association of Girl Guides & Girls Scouts). Underthis program 65 nos. of women beneficiary were trained.

MITCON e-Schoolenteredintoaffiliationwith Autodesk as authorized training center forvarious CAD related courses at Shivajinagar & Chinchwad Center.

5. DIRECTORS :

Pursuant to Article 171 of the Articles of Association of the Company Ms. Maya Sinha(DIN: 03056226) who retires by rotation and being eligible offers herself forre-appointment.

Your Board recommends re-appointment of Ms. Maya Sinha (DIN: 03056226) at the ensuingAnnual General Meeting. A brief resume nature of expertise details of directorships heldin other companies and other information of Ms. Maya Sinha (DIN: 03056226) proposingre-appointment pursuant to the provisions of the Companies Act 2013 and ListingObligations & Disclosure Requirement Regulations 2015 is appended as an annexure tothe notice of ensuing Annual General Meeting.

Dr. Pradeep Bavadekar (DIN: 00879747) was re-appointed as a Managing Director of theCompany for a period of five years from 1st July 2013 to 30th June 2018.

It is proposed to renew the term of Dr. Pradeep Bavadekar (DIN: 00879747) for a periodof three years w.e.f. 01st July 2018 to 30th June 2021. A brief resume nature ofexpertise details of directorships held in other companies and other information of Dr.Pradeep Bavadekar (DIN: 00879747) proposing reappointment pursuant to the provisions ofthe Companies Act 2013 and Listing Obligations & Disclosure Requirement Regulations2015 is appended as an annexure to the notice of ensuing Annual General

Meeting.

Your Board recommends re-appointment of Dr. Pradeep Bavadekar as a Managing Director ofthe Company for a period of 3 years w.e.f. 1st July 2018 to 30th June 2021.

Mr. Chiman Deshmukh (DIN: 07131406) resigned from the post of Directorship of theCompany w.e.f. 09th April 2018. The Board places on record the sincere appreciation forhis valuable contributions. The Board also appointed Mr. Jagannath Dange (IAS Retd.)(DIN: 01569430) as Chairperson of the Board w.e.f. 9th March 2018.

Mr. Ajit Nath Jha (DIN: 07336889) has been appointed as a Nominee Director of SmallIndustries Development Bank of India (SIDBI) in place of Mr. Subodh Kumar (DIN: 02570037)w.e.f. 29th May 2018. All Independent Directors have given declarations that they meetthe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013.

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 theperformance of the Non-Independent Directors in their separate meeting held on 25thJanuary 2018.

7. MEETINGS OF THE BOARD :

During the financial year 2017-18 five (5) Board Meetings were convened on 30.05.201708.09.2017 28.09.2017 10.11.2017 and 09.03.2018.

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

Sr. No. Name of the Board Member Attendance record of the Members
30.05.2017 08.09.2017 28.09.2017 10.11.2017 09.03.2018
1. Dr. Pradeep Bavadekar Yes Yes Yes Yes Yes
2. Mr. Chiman Deshmukh Yes No Yes Yes No
3. Mrs. Archana Lakhe Yes Yes Yes Yes Yes
4. Mr. Aniruddha Joshi Yes No No Yes Yes
5. Mr. Jagannath Dange Yes Yes Yes Yes Yes
6. Ms. Maya Sinha Yes Yes Yes Yes No
7. Mr. Subodh Kumar No Yes No No No

8. COMMITTEES OF THE BOARD : i. Audit Committee

As on 31st March 2018 the Committee comprised of the following:

Name of the member Category
Mr. Jagannath Dange (Member) -Chairperson* Non Executive - Independent Director
Mr. Chiman Deshmukh (Member) Non Executive Director
Ms. Maya Sinha (Member) Non Executive Independent Women Director
Mrs. Archana Lakhe (Member) Non Executive Independent Women Director
Mr. Aniruddha Joshi (Member) Non Executive Independent Director

*Appointed as a chairperson w.e.f 09.03.2018.

The audit committee meetings are usually attended by the Managing Director ChiefFinancial the representatives of Statutory Auditors and Internal Auditors as and whennecessary. The Company Secretary acts as a Secretary of the Committee. The previous AnnualGeneral Meeting of the Company was held on 23.08.2017 which was attended by Ms. MayaSinha then Chairperson 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:

Attendance record of the Members
Dates on which Audit Committee Meeting was held Ms. Maya Sinha Mr. Aniruddha Joshi Mr. J. P. Dange Mrs. Archana Lakhe Mr. Chiman Deshmukh
1. 30.05.2017 Yes Yes Yes Yes Yes
2. 28.09.2017 Yes No Yes Yes Yes
3. 10.11.2017 Yes Yes Yes Yes Yes
4. 09.03.2018 No Yes Yes Yes No

ii. Nomination and Remuneration Committee

As on 31st March 2018 the Committee comprised of the following :

Name of the member Category
Mrs. Archana Lakhe (Chairperson) Non Executive - Independent Woman Director
Mr. Aniruddha Joshi (Member) Non Executive Independent Director
Mr. Jagannath Dange (Member) Non Executive Independent Director
Ms. Maya Sinha (Member) Non Executive Director
Mr. Chiman Deshmukh (Member) Non Executive Director

The previous Annual General Meeting of the Company was held on 23.08.2017 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:

Attendance record of the Members
Dates on which Nomination and Remuneration Committee Meeting was held Mrs. Archana Lakhe Mr. Aniruddha Joshi Mr. J. P. Dange Ms. Maya Sinha Mr. Chiman Deshmukh
1. 30.05.2017 Yes Yes Yes Yes Yes
2. 10.11.2017 Yes Yes Yes Yes Yes
3. 09.03.2018 Yes Yes Yes No No

iii. Corporate Social Responsibility (CSR) Committee

As on 31st March 2018 the Committee comprised of the following :

Name of the member Category
Mr. Aniruddha Joshi (Chairman) Non-Executive-Independent Director
Dr. Pradeep Bavadekar (Member) Managing Director
Mr. Subodh Kumar (Member) Non-Executive Director
Mrs. Archana Lakhe (Member) Non-Executive-Independent Woman Director

 

Attendance record of the Members
Dates on which CSR Committee Meeting was held Mr. Aniruddha Joshi Dr. Pradeep Bavadekar Mr.Subodh Kumar Mrs. Archana Lakhe
1. 30/05/2017 Yes Yes No Yes
2. 09/03/2018 Yes Yes No Yes

iv. Stakeholders Relationship Committee :

As on 31st March 2018 the Committee comprised of the following:

Name of the member Category
Mrs. Archana Lakhe (Chairperson)* Non-Executive-Independent Woman Director
Dr. Pradeep Bavadekar (Member) Managing Director
Mr. Chiman Deshmukh Non-Executive Director
Ms. Maya Sinha (Member) Non-Executive Director
Mr. Subodh Kumar (Member) Non-Executive Director

*Appointed as a Chairperson w.e.f. 09.03.2018

During the year the Committee meeting was held on 09.03.2018 which was attended by allmembers except Mr. Chiman Deshmukh Ms. Maya Sinha and Mr. Subodh Kumar.

9. KEY MANAGERIAL PERSONNEL (KMP) :

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

Sr. No. Name of the Person Designation
1. Dr. Pradeep Bavadekar Managing Director
2. Mr. Ram Mapari Chief Financial Officer
3. Mr. Abhijeet Modak* Company Secretary

During the year Mr. Madhav Oak resigned as a Company Secretary w.e.f. 14th November2017 and Mr. Abhijeet Modak was appointed as a Company Secretary w.e.f. 19thDecember 2017.

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 form 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 2018-19. M/s. Joshi & Sahney Chartered AccountantsPune is an independent audit firm and none of your Directors KMP's are related orinterested in it directly or indirectly.

Auditors have stated that they have neither come across any instance of fraud on or bythe Company or on the Company by its officers or employees noticed or reported during theyear nor have we been informed of such case by the management.

Auditors Remark

The comments of the Auditors read together with the Notes to Accounts areself-explanatory. Management comments for emphasis of matter referred in the Audit Reportunder point a and b are as follows.

Management Comments:

a) The Bank Guarantees issued to Jharkhand Skill Development Mission Society(Government of Jharkhand) amounting Rs. 127247200/- has been returned by the JSDMS andcancelled by the Bank. Hence there is no financial exposure.

b) 10 MW Solar Power Project promoted by Krishna Windfarms Developers Pvt. Ltd. hasbeen successfully commissioned and started generating revenue and the project itself isserving the debt in time. Hence we do not foresee any financial exposure.

13. SHARE CAPITAL :

During the year under review there was no change in the Authorised and paid-up sharecapital of the Company.

14. DEPOSITS :

During the year under review the Company has not accepted any deposit under Chapter Vof the Companies Act 2013.

15. 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.

16. 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.

17. 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.

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

There is no remark from the secretarial auditor for the year under review except thefollowing: "Company has provided Bank guarantee on behalf of related party to theJharkhand Skill Development Mission Society (Government of Jharkhand) and Rajasthan Skilland Livelihood Development Corporation (Government of Rajasthan) which was not approved bythe Board of Directors and the same was not placed before the audit committee beforeexecution."

Management Reply :

The Company had given a Bank Guarantee on behalf of its Associate Company to JharkhandSkill Development Mission Society (Government of Jharkhand) and on behalf of a relatedparty to Rajasthan Skill and Livelihood Development Corporation (Government of Rajasthan)purely as a temporary arrangement. Currently all those Bank Guarantees have been releasedby the respective authorities and cancelled by the Bank.

18. 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 aspart of the Management Discussion and Analysis and also under section highlights ofimportant assignment.

19. CORPORATE SOCIAL RESPONSIBILITY :

During the year your Company has not contributed towards Corporate SocialResponsibility (CSR). During the year 2017-18 the CSR Committee did not find any viableoption for spending amount on CSR. A detailed report on CSR activities carried out by theCompany is annexed hereto and forms an integral part of this report.

20. 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.

21. FOREIGN EXCHANGE EARNINGS & OUTGO

An amount of Rs. 11.96 Lakhs (US$ 18491) were received during the year on account ofProfessional fees and reimbursement of expenses. (Previous Year Rs. 27.70 Lakhs (US$27970 Euro 8742.40 BHD1500)

Expenditure in Foreign Currency during the year was Rs. 9.48 Lakhs (US $ 14698)(Previous Year Rs. 1.08 Lakhs (US $ 1605.14).

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

During the year under review the Company invested 51% of the paid up capital i.e.5100 Equity Shares of Rs. 10/- each in MITCON Multiskills Limited by investing Rs.51000/-. Consequently MITCON

Multiskills Limited became a Subsidiary Company of your Company.

During the year under review the Company invested 26% of the paid up capital i.e.2600 Equity Shares of Rs. 10/- each in MITCON Megaskill Centers Private Limited byinvesting Rs. 26000/-. Consequently MITCON Megaskill Centers Private Limited became anAssociate Company of your Company. The Company has duly complied with the provisions ofSection 186 of the Companies Act 2013 in respect of investments made by the Company. TheCompany has provided Corporate Guarantee of Rs. 420000000/- (Rupees Forty Two Crores)to L & T Infrastructure Finance Company Limited on behalf of Krishna WindfarmsDevelopers Private Limited (KWFDPL) for loan availed by KWFDPL which is an associatecompany. The Company has also provided Inter Corporate Loan of Rs. 225309605/- (RupeesTwenty Two Crores Fifty Three Lakhs Nine Thousand Six Hundred and Five) to KrishnaWindfarms Developers Private Limited (KWFDPL) which is covered by Section 186 of theCompanies Act 2013.

23. 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 Womenat Workplace (Prevention Prohibition and Redressal)Act 2013. In this regard InternalComplaints Committee has been set up to redress complaints. During the year under reviewthere were no complaints received pursuant to the aforesaid Act.

24. 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 thisreport. The particulars of arrangements entered into by the Company with Related Partieswhich in the ordinary course of business are provided in Notes to the FinancialStatements.

25. RISK MANAGEMENT POLICY :

The Company has a robust risk management framework comprising risk governance structureand defined risk management processes. The Company identifies all risks that the Companyfaces by assessing and analysing the latest trends in risk information availableinternally and externally and uses the same to plan for risk mitigation activities.

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

There are no adverse material changes or commitments occurring after 31st March 2018which may affect the financial position of the Company or may require disclosure.

During the year under review the following companies have become subsidiary andassociate Companies of your Company:

1) MITCON Megaskill Centers Private Limited in which your Company holds 26% of the paidup capital. This Company was formed as Special Purpose Vehicle for undertaking assignmentreceived from Jharkhand Skill Development Mission Society Government of Jharkhand forestablishing operating and maintaining Mega Skill Training Centre (s) on PPP Mode. ThisCompany is an Associate Company of your Company. M/s. CMC Skills Private Limited holds 76% equity in MITCON Megaskill Centers Private Limited.

2) MITCON Multiskills Limited in which your Company holds 51% of the paid up capitaland the said company has become Subsidiary Company of your Company. This Company primarilyfocuses on undertaking training and ancillary assignments of State/Central Government andLocal bodies. Clear Maze Consulting Private Limited holds 49 % equity in MITCONMultiskills Limited.

27. CHANGE IN THE NATURE OF BUSINESS :

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

28. INTERNAL FINANCIAL CONTROL :

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

29. SIGNIFICANT AND MATERIAL ORDERS and material orders passed by theregulators or courts or tribunals impacting Therearenosignificant the going concern statusand Company's operations in future.

30. RESPONSIBILITY STATEMENT :

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

In preparation of Standalone and 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 adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

We have prepared the Standalone and Consolidated Annual Accounts on a going concernbasis.

Internal Financial Controls as laid down were adequate and were operating effectively.

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

31. 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.

On behalf of the Board of Directors
Sd/-
J. P. Dange
Place: Pune Chairman
Date: 17th July 2018 (DIN 03056226)