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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 39th Annual Report on thebusiness and operations of your Company along with the Audited Standalone and ConsolidatedFinancial Statement for the year ended 31st March 2021.

1. Company's Performance

During the year under review the Company has achieved a gross turnover of INR 3489.65Lakhs in comparison to previous year's turnover of INR 4271.97 Lakhs which represents adecrease of 18.31% over the previous year. Key aspects of Consolidated and StandaloneFinancial Performance of your Company for the current financial year 2020-21 along withthe previous financial year 2019-20 are tabulated below:

2 Financial Highlights

(Rupees in Lakhs)

Consolidated

Standalone

31/03/2021 31/03/2020 31/03/2021 31/03/2020
Revenue from Operations 6069.26 6087.61 3156.10 3620.26
Other Income 290.74 289.57 333.55 651.71
Total 6360.00 6377.18 3489.65 4271.97
Profit before Depreciation & Amortization 321.46 858.71 (165.47) 724.42
Depreciation & Amortization 489.50 577.87 115.06 169.38
Profit Before Tax (168.04) 280.84 (280.54) 555.04
Tax Expenses:
1) Current Tax 37.20 150.00 - 150.00
2) Deferred Tax (Net) (88.09) (86.57) 69.43 19.49
3) Excess provision for Taxations for earlier years (20.56) (20.56)
Profit After Tax (before adjustment for minority interest) (117.15) 237.97 (211.11) 406.11
Add: Share of Profit/ Loss of minority interest transferred (54.83) (45.81) - -
Less: Share in Loss of Associates (8.08) (0.47) - -
Profit /(Loss) After Tax (180.06) 191.69 (211.11) 406.11

3. Dividend and Reserves

Dividend

The Directors recommend for your consideration a final dividend of IN R 0.20 per EquityShares of INR 10/- for the Financial Year 2020-21.

Transfer to Reserves

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

4 Directors

• Pursuant to Article 99 of the Articles of Association of the Company Mr. AjayAgarwal (DIN: 00200167) who retires by rotation and being eligible offers himself forre-appointment.

• Your Board recommends re-appointment of Mr. Ajay Agarwal (DIN: 00200167) at theensuing Annual General Meeting.

• Mrs. Archana Lakhe (DIN: 07079209) was re-appointed as Woman IndependentDirector for a period of five (5) years commencing from February 5 2020 and ending onFebruary 5 2025.

• Notice of Disclosure of General Interest pursuant to Section 184 (1) of theCompanies Act 2013 disclosing interest in other bodies corporate/ firms and declarationunder Section 164 (2) of the Companies Act 2013 were received from all the Directors ofthe Company and none of the Director is disqualified.

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

5 Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board Members evaluated theperformance of Executive NonExecutive Independent and Non-Independent Directors based ontheir participation in the Board Meetings and Committee Meetings and also as per criterialaid down in policy for evaluation of performance of Board Members.

Independent Directors also evaluated the performance of the Non-Independent Directorsin their separate meeting held on 29th July 2020

6 Meetings of the Board

During the financial year 2020-21 Four (4) Board Meetings were convened on 19.06.202029.07.2020 12.11.2020 and 04.03.2021.

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

Sr. No. Name of the Member

Attendance Record of the Board Members

19.06.2020 29.07.2020 12.11.2020 04.03.2021
1 Dr. Pradeep Bavadekar Yes Yes Yes Yes
2 Mr. Anand Chalwade Yes Yes Yes Yes
3 Mr. Sanjay Phadke Yes Yes Yes Yes
4 Mr. Ajay Agarwal Yes Yes Yes Yes
5 Mrs. Archana Lakhe Yes Yes Yes Yes

7 Committees of the Board

i. Audit Committee

As on 31st March 2021 the Committee comprised of the following:

Sr. No. Name of the Member Category
1 Mr. Anand Chalwade (Member) Non-Executive-Non- Independent Director
2 Mr. Sanjay Phadke (Member) Non-Executive-Independent Director
3 Mrs. Archana Lakhe (Member) Non-Executive-Independent Woman Director
4 Mr. Ajay Agarwal (Member) Non-Executive-Non- Independent Director

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 28.09.2020 which wasattended by Mrs. Archana Lakhe and Mr. Anand Chalwade as members 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:

Sr. No. Name of the Member

Attendance Record of the Committee Members

19.06.2020 29.07.2020 12.11.2020 04.03.2021
1 Mr. Anand Chalwade (Member) Yes Yes Yes Yes
2 Mr. Sanjay Phadke (Member) Yes Yes Yes Yes
3 Mrs. Archana Lakhe (Member) Yes Yes Yes Yes
4 Mr. Ajay Agarwal (Member) - - - -

ii. Nomination and Remuneration Committee

As on 31st March 2021 the Committee comprised of the following:

Sr. No. Name of the Member Category
1 Mrs. Archana Lakhe (Chairperson) Non-Executive-Independent Woman Director
2 Dr. Pradeep Bavadekar (Member) Managing Director
3 Mr. Anand Chalwade (Member) Non-Executive Director
4 Mr. Sanjay Phadke (Member) Non-Executive-Independent Director

The previous Annual General Meeting of the Company was held on 28.09.2020 which wasattended by all the members of Members 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:

Sr. No. Name of the Member

Attendance Record of the Committee Members

19.06.2020 29.07.2020 04.03.2021
1 Mrs. Archana Lakhe (Chairperson) Yes Yes Yes
2 Mr. Sanjay Phadke (Member) Yes Yes Yes
3 Dr. Pradeep Bavadekar (Member) Yes Yes Yes
4 Mr. Anand Chalwade (Member) Yes Yes Yes

iii. Corporate Social Responsibility (CSR) Committee

As on 31st March 2021 the Committee comprised of the following:

Sr. No. Name of the Member Category
1 Mr. Sanjay Phadke (Chairperson) Non-Executive-Independent Director
2 Mrs. Archana Lakhe (Member) Non-Executive-Independent Woman Director
3 Mr. Ajay Agarwal (Member) Non-Executive-Non- Independent Director
4 Dr. Pradeep Bavadekar (Member) Managing Director

The dates on which the Corporate Social Responsibility Committee Meetings were held andthe attendance of the Members at the said meetings are as under:

Name of the Committee

Attendance Record of the Committee Members

Sr. No. Member 29.07.2020 12.11.2020 12.12.2020 04.03.2021
1 Mrs. Archana Lakhe (Chairperson) Yes Yes Yes Yes
2 Mr. Sanjay Phadke (Member) Yes Yes Yes Yes
3 Dr. Pradeep Bavadekar (Member) Yes Yes Yes Yes
4 Mr. Ajay Agarwal (Member) Yes Yes Yes Yes

iv. Stakeholders Relationship Committee:

As on 31st March 2021 the Committee comprised of the following:

Sr. No. Name of the Member Category
1 Mrs. Archana Lakhe (Chairperson) Non-Executive-Independent Woman Director
2 Dr. Pradeep Bavadekar (Member) Managing Director
3 Mr. Ajay Agarwal (Member) Non-Executive-Non- Independent Director

During the year the Committee meeting was held on 19.06.2020 which was attended byMrs. Archana Lakhe and Dr. Pradeep Bavadekar as Members of the Committee

8 Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013

The Company has in place policy for Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Board of Directors of the Companyhas also constituted an Internal Complaint Committee in this regard to redress complaints.During the year under review there were no complaints received pursuant to the aforesaidAct.

9 Key Managerial Personnel (KMP)

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

Sr. No. Name of the Member Category
1 Dr. Pradeep Bavadekar Managing Director
2 Mr. Ram Mapari Chief Financial Officer
3 Ms. Ankita Agarwal Company Secretary

10. Policies of the Company

The Board ensured that all Company policies are in line with the changes inlegislation. The updated policies have been hosted on the official website of the Company (www.mitconindia.com).

11 Auditors

Statutory Auditor

The appointment of the Statutory Auditor of the Company M/s J. Singh & AssociatesChartered Accountants Mumbai shall be required to be ratified at the ensuing AnnualGeneral Meeting for the Financial Year 2021-22.

M/s J. Singh & Associates Chartered Accountants Mumbai is an independent auditfirm and none of your Directors KMP's are related or interested in it directly orindirectly.

Auditors Remark

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

Internal Auditor

M/s Galgali and Associates Pune are appointed as an Internal Auditor of the Companyfor the Financial Year 2021-22.

Tax Auditor

M/s Shahane & Co. Chartered Accountants Pune are appointed as Tax Auditor of theCompany for the Financial Year 202122 in terms of section 44AB of the Income Tax Act1961.

Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s MMJB& Associates LLP. a firm of Company Secretaries in Practice was appointed toundertake secretarial audit of the Company for the year ended 31st March 2021.

Secretarial Audit report in prescribed Form No.MR 3 is enclosed as Annexure 'A' to thisreport.

Secretarial Auditors Remark

The comments of the Auditors are self-explanatory and do not call for furtherexplanation.

Compliance with Secretarial Standards

The Company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India andapproved by the Central Government.

There is no remark from the secretarial auditor for the year under review.

12 Share Capital

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

Following is the share capital structure of the Company.

Sr. No. Particulars No. of Shares Amount
1 Authorised Share Capital 25000000 Equity shares of INR 10/- each INR 250000000/-
2 Paid up Share Capital 13421526 Equity shares of INR 10/- each INR 134215260/-

13 Deposits

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

14 Corporate Governance

The provisions of Corporate Governance as stipulated by Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) 2015 are not applicable to the Company.

15 Extract of Annual Return

In compliance with provisions of Sections 134(3) (a) and 92(3) of the Act read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return as on March 31 2021 in prescribed Form No. MGT - 9 is available on thewebsite of the Company at www.mitconindia.com.

16. Management Discussion and Analysis Report

In accordance with the provisions of the Companies Act 2013 and Regulation 34 of SEBI(Listing Obligations and Disclosure Requirements) 2015 the Management Discussion andAnalysis Report as Annexure 'B' is attached hereto and forms an integral part of thisreport.

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

17 Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure 'C'.

18 Conservation Of Energy and Technology Absorption

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.

19 Foreign Exchange Earnings & Outgo

An amount of INR 31.92 Lakhs (US $ 44000) were received during the year on account ofProfessional fees and reimbursement of expenses. (Previous Year INR134.13 Lakhs (US$177106 SAR 36724.46 and EUR 2526.70))

Expenditure in Foreign Currency during the year was INR 44.49 Lakhs (US $ 55356.63)(Previous Year INR 42.55 Lakhs (US $ 53260.31 SAR 15995 Thai Baht 1045 and Vietnam $23007925). During the year NIL (Previous Year Company has imported Solar Panels for itsEPC Contract INR 40720517/- (US $549013))

20 Particulars of Loans Guarantees or Investments under Section186 of the Companies Act 2013

In compliance with provisions of Section 134(3) (g) of the Act particulars of loansguarantees investments and securities given under Section 186 of the Act are given in thenotes to the Financial Statement forming part of this Annual Report.

21 Particulars of Employees

During the year under review none of the employee of the Company was in receipt ofremuneration of more than INR 60 Lakhs per annum or INR 5 Lakhs per month if employed forpart of the year except Managing Director. As on 31st March 2021 the Companyhas 153 employees.

22 Particulars of Related Party Transactions

During the year no transaction with related parties was in conflict with the interestsof the Company. All transactions entered into by the Company with related parties duringthe financial year were in the ordinary course of business and on an arm's length pricingbasis. The Company did not enter into any transaction with its Key Managerial Personnel.Statements of transactions with related parties are periodically placed before the AuditCommittee and are approved. As stipulated by Section 134(3) (h) of the Act read with Rule8(2) of the Companies (Accounts) Rules 2014 particulars of Related Party Transactionsare given in Form No. AOC-2 as Annexure 'D' to this Report. In compliance with Regulation23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the policyon dealing with Related Party Transactions as approved by the Board has been hosted on theCompany's website www.mitconindia.com.

23. Risk Management

The Board of Directors of the Company has delegated the responsibility to frameimplement and monitor the risk management plan for the Company to the Audit Committee. TheCommittee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The Company hasin 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 been covered in theManagement Discussion & Analysis Report which forms part of this report.

24. Material Changes and Commitments If Any Affecting Financial Position of theCompany

The Company has Six (6) Wholly Owned Subsidiaries as on March 31 2021. Further toinform there is one (1) associate and six (6) Subsidiary Companies and Company does nothave any joint venture companies within the meaning of Section 2(6) of the Companies Act2013 ("Act").

Pursuant to the first proviso to Section 129(3) of the Companies Act 2013 ('Act') andRules 5 and 8 (1) of the Companies (Accounts) Rules 2014 salient features of thefinancial statement performance and financial position of each subsidiary and jointventure are given in Form No. AOC - 1 as Annexure 'E' to this Report.

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

Further pursuant to the provisions of Section 136 of the Act the financial statementof the Company including consolidated financial statement along with relevant documents inrespect of subsidiaries are forming part of this Annual Report.

Details of Holding Subsidiaries Associate and Joint venture have been mentioned inextract of Annual Return MGT 9

25 Change in the Nature of Business

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

26 Internal Financial Control

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

27 Vigil Mechanism /Whistle Blower

The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees to report concerns about unethical behavior. Noperson has been denied access to the Chairman of the Audit Committee. The said policy hasbeen uploaded on the website of the Company. (www.mitconindia.com)

28 Responsibility Statement

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

• In preparation of Standalone and Consolidated Financial Statement theapplicable accounting standards have been followed along with proper explanation relatingto material departures.

• We have 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 loss of theCompany for that period.

• We have 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 and Consolidated Financial Statement 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 Significant and Material Orders

There are no significant and material orders passed by the Regulators Court Tribunalsimpacting the company's going concern status and operations in future.

301 Acknowledgement

Your Directors commend all employees of the Company for their continued dedicationcommitment hard work significant contributions and support in this pandemic. They alsowish to express their deep gratitude to various departments of the Central and StateGovernments Banks Financial Institutions Business Associates Customers DistributorsSuppliers Vendors Investors Analysts Medical Professionals and Members for theirwhole-hearted support and cooperation.

On Behalf of the Board of Directors
For MITCON Consultancy & Engineering Services Limited
Sd/- Sd/-
Mr. Anand Chalwade Dr. Pradeep Bavadekar
Director & CEO Managing Director
(DIN: 02008372) (DIN: 00879747)
Place: Pune
Date: 07.06.2021

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