Your Director's have pleasure in presenting the 27th Annual Report of the Company alongwith the Audited Financial Statements and Auditor's report for the year ended 31st March2018.
1. FINANCIAL RESULTS :
( Rs. In Lakhs)
|Particulars ||Year Ended on 31.03.2018 ||Year Ended on 31.03.2017 |
|Income from Operations || || |
|a) Revenue from Business Operations ||10319.48 ||9606.82 |
|b) Other Income ||6.03 ||12.25 |
|Total Income from Operation ||10325.51 ||9619.07 |
|Profit Before Finance costs Depreciation Tax and Exceptional Items ||1741.11 ||2055.28 |
|Less : Finance Costs ||905.33 ||1056.27 |
|Profit before Depreciation Tax and Exceptional Items ||835.78 ||999.00 |
|Less : Depreciation ||719.03 ||717.72 |
|Profit after depreciation and Finance Cost but before Tax & Exceptional Items ||116.75 ||281.28 |
|Less -Extraordinary/Exceptional Items ||- ||688.17 |
|Profit /(Loss) after depreciation and Interest Exceptional Items but before Tax ||116.75 ||(406.90) |
|Less - Current Tax ||21.50 ||- |
|Less - Previous year adjustment of Tax ||- ||- |
|Less -Deferred Tax ||(41.72) ||(58.93) |
|Profit/ (Loss) for the period from continuing operations ||136.97 ||(347.97) |
|Other Comprehensive Income Net of Tax ||- ||- |
|Total Comprehensive Income After Tax ||136.97 ||(347.97) |
|Amount Transferred to General Reserve ||- ||- |
|Balance of Profit Brought Forward ||6522.49 ||6870.46 |
|Short Provision of Income Tax ||- ||- |
|Depreciation Reversal ||- ||- |
|Balance carried to Balance Sheet ||6659.46 ||6522.49 |
|Earning per share Before Extraordinary Items (Basic)/ (Diluted) ||0.68 ||1.69 |
|Earnings per Share After Extraordinary Items (Basic)/ (Diluted) ||0.68 ||(1.73) |
During the Financial year under review the Company has achieved Revenue of Rs. 10325.50Lakhs and that for previous year was Rs. 9619.07 Lakhs. The Company incurs net Profit(after tax) of Rs. 136.97 Lakhs during the year and that for previous year there was netloss (after tax) of Rs. 347.97 Lakhs.
The performance of the Company and state of affairs has been comprehensively covered inthe Management Discussion and Analysis Report.
The Board of Directors do not recommend the payment of dividend for the financial year2017-18.
3. TRANSFER TO RESERVES
There is no any amount transferred to any reserve during the year under consideration.
4. DIRECTORS & KMP
The Board of directors is duly constituted the detailed composition of which is givenin Corporate Governance Report forming part of this report. In accordance with theprovisions of Section 152 of the Companies Act 2013 read with Companies (Management &Administration) Rules 2014 and Articles of Association of the Company Director Mrs.Monika S. Mohite (DIN 00425614) retire by rotation at the ensuing Annual General Meetingand being eligible has offered herself for re-appointment and your Board recommends forher re-appointment.
The Board has reappointed Mr. Abhay S. Bhide (DIN:05307473) as Wholetime Director ofthe Company for next five years with effect from 01st October 2018 and recommended hisreappointment for members approval in this Annual General Meeting.
Mr. Shreyas S. Alatkar Chief finance officer of the Company resigned during the year.
The company is in process to fill the vacancy so caused because of his resignation.Besides above there are no any other changes in composition of the Board.
5. COMMITTEES OF THE BOARD
There are five Committees of the Board and there was no change in composition of anyCommittee during the year.
- Audit Committee
- Stakeholders' Relationship Committee
- Nomination and Remuneration Committee
- Risk Management Committee
- Corporate Social Responsibility Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of this AnnualReport.
6. AUDIT COMMITTEE
The Company has duly constituted Audit Committee. The details as to composition andfunctioning of the committee are provided in the Report on Corporate Governance. Allrecommendations made by Audit committee are accepted by the Board during year underconsideration.
7. MEETINGS OF THE BOARD
The Board met seven times during the year the details of which are given in the Reporton Corporate Governance. All meetings are duly convened. The Board meets at regularintervals to discuss and decide on Company's business policy and strategy apart from otherBoard business. The notice of Board meeting is given well in advance to all the Directorsof the Company.
8. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) & (5) of the Companies Act2013 the Board hereby submit its responsibility Statement :-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 2017-18and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
9. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3) and other applicable sections of theCompanies Act 2013 and rules made thereunder provisions of Corporate Governance underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Committee Nomination & RemunerationCommittee and other Committees of the Board of the Company.
The evaluation framework for assessing the performance is as follows -
The performance evaluation is carried out once in a year (generally in first or secondquarters meeting) by method of internal assessment. Views of each member are considered onoral basis. The board after seeking inputs from all the directors after making analysisof information gathered evaluate the performance of the Board as whole of Committeesthereof and of individual director. The Nomination and Remuneration Committee alsocontribute in this process of evaluation. It recommends/sets criteria for evaluation.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. The evaluation criteria for independentdirectors in details given in the Report on Corporate Governance.
The result of evaluation is disclosed in the Meeting of the Board and action plans ifany are also discussed in same meeting.
10. PUBLIC DEPOSIT
During the year under review the Company has not accepted any deposit within themeaning of Section 73 and Section 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rule 2014.
11. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT 9 is attached to this Report as Annexure I.
12. LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on Bombay Stock ExchangeLimited (BSE). The Company has duly paid the listing fees to Bombay Stock ExchangeLimited for the Financial Year 2018-19.
13. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel(KMP) Senior Management and their remuneration. The Company's Policy relating toappointment of Directors payment of Managerial remuneration Directors' qualificationspositive attributes independence of Directors and other related matters as provided underSection 178(3) of the Companies Act 2013 is furnished in the Report on CorporateGovernance attached to this report.
14. RISK MANAGEMENT AND AREAS OF CONCERN
The Board has adopted the policies and procedures which provide guidance regarding themanagement of risk to support the achievement of corporate objectives protectstaff/workers and business assets and ensure financial sustainability.
The Board of Directors of the Company is to oversight and to review the riskmanagement. Besides that Audit Committee Risk Management Committee Senior Management ofthe Company also play important role in this process. After identifying risks those areevaluated and plans are made for management thereof. Risk Management Committee reviews theimplementation of plan in each meeting. There are no risks which in opinion of the Boardthreaten the existence of the company. From last few years the board majorly dealing withrisk associated with sluggish market which affected the performance of company duringconcern periods. But the Board tries to overcome it by adopting various active measureslike marketing quality improvement shifting some extent to fabric manufacturing alongwith yarn production etc.
15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
The Company has duly constituted Corporate Social Responsibility (CSR) Committee. TheCommittee has framed the CSR Policy on Corporate Social Responsibility as per Schedule VIIof the Companies Act 2013 which is disclosed on website of the company under sub-headingCorporate Governance - heading Investor Relations. PARVATI MOHITE FOUNDATION a Sec. 8Company has been incorporated as sole purpose vehicle to undertake CSR activities.
The board is in process to undertake CSR project. The details as per the provisions ofRule 8 of Companies (Corporate Social Responsibility) Rules 2014 are annexed herewith asAnnexure II.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013
There were no any contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 are entered during the year under consideration.
17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate on the date of this report.
18. MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE YEAR UNDER REVIEW AFFECTING THEFINANCIAL POSITION OF THE COMPANY
There was no other changes occurred during the year under consideration affectingfinancial position of the Company.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review the Company has not made any investments or givenguarantee's or provided security falling under the provisions of Section 186 of theCompanies Act 2013.
20. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by of the Auditorsof the company or by Practicing Company Secretary in their respective Reports.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their declarations to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
22. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section124 125 of the Companies Act 2013 there was no any pendingunclaimed or unpaid Interim Dividend relating to any previous years due for remittance toInvestor Education and Protection Fund (IEPF).
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no order passed by any regulator or court or tribunal which impacts thegoing concern status of the Company or will have bearing on Company's operations infuture.
24. WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism Policy /Whistle blower Policy to provide mechanismfor reporting genuine concerns or grievance. The details of the Vigil MechanismPolicy//Whistle blower Policy is explained in the Report on Corporate Governance and alsoposted on the website of the Company. We affirm that during the financial year 2017-18 noemployee or director was denied access to the Audit Committee.
25. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from Shri. Dilip Pange Practicing Company Secretary Kolhapur isappended as Annexure III and forms part of this report.
M/s Dilip Pange & Associates Practicing Company Secretaries Kolhapur (proprietorMr. Dilip Pange Membership No.6423 CP No.2516) is reappointed as Secretarial Auditor ofthe company for year 2018-19.
26. INTERNAL AUDIT
M/s N.M. Pathan & Co Chartered Accountants Kolhapur (proprietor Mr. NeehalPathan Membership No130017) were appointed as Internal Auditors of the Company for F.Y.2017-18 The Internal Auditors had given their reports on quarterly basis to the AuditCommittee. Based on the report of internal audit management undertakes corrective actionin respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon were presented to the Audit Committee of the Board.
The Board has reappointed M/s. N. M. Pathan & Co (Proprietor Mr. Neehal PathanMembership No.130017) Chartered Accountants Kolhapur as its Internal Auditor forFY.2018-19.
27. INTERNAL FINANCIAL CONTROL
The Company has adequate internal control system and procedures commensurate with sizeand nature of operations. The company has policies and procedures to run the businessefficiently. The Audit Committee evaluates the efficacy and adequacy of financial controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company and strives to maintain the Standard in Internal FinancialControl. The Internal Audit Report are periodically reviewed by the management & AuditCommittee and necessary improvements are undertaken.
28. CORPORATE GOVERNANCE
The Company has Pursuant to Regulation 34 and Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the following have been made apart of the Annual Report and are attached to this report :
- Management Discussion and Analysis Report
- Report on Corporate Governance
- Auditors' Certificate regarding compliance of conditions of Corporate Governance
- Confirmation by CEO as to compliance of Code of Conduct
29. PARTICULARS OF EMPLOYEES REMUNERATION
There is no employee in the company which comes under provisions of Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 .Details ofremuneration paid to all the directors / employees and details of the ratio ofremuneration of each Director to the median employee's remuneration is provided inCorporate Governance Report and Annexure-IV to this Report.
M/s PRASHANT HIRAWDEKAR & ASSOCIATES Chartered Accountants Kolhapur proprietorHIRAWDEKAR PRASHANT SUBHASH (having membership number 133498) was appointed as statutoryAuditors of the Company for five years i.e. up to conclusion of thirty first AnnualGeneral Meeting of the Company to be held in year 2022 subject to ratification in eachsucceeding Annual General Meeting . The Company has received eligibility cum consentletter from him expressing his willingness to be continued as Statutory Auditor. He is notdisqualified from being appointed as Auditor. The Board and Audit Committee recommendedthe ratification of his appointment for remaining period of his term.
31. COST AUDITORS
As per the provisions of Section 148 of the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 the Board of Directors of the Company has appointedShri. S. V. Vhatte Cost & Management Accountant Solapur as Cost Auditors of theCompany to conduct audit of cost records maintained by the Company for year 2018-19.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to the provisions of Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 details regarding Conservation of EnergyTechnology Absorption Foreign Exchange earnings and outgo for the year under review isgiven as " Annexure V".
33. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has system to comply with provisions under Section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed.
34. ACKNOWLEDGEMENT :
Your Directors wishes to thank the employees for their dedication and the excellencethey have displayed in conducting the operations of the Company. Directors also place onrecord their sincere thanks to bankers customers suppliers business associatesconsultants market intermediaries various Government Authorities for their continuedsupport extended to the Company during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed.
| ||For and on behalf of Board of Directors |
| ||MOHITE INDUSTRIES LTD |
| ||SHIVAJI MOHITE |
|Place - Vadgaon ||CHAIRMAN & MANAGING DIRECTOR |
|Date - 14th August 2018 ||(DIN 00425441) |