Your Director's have pleasure in presenting the 26th Annual Report of the Company alongwith the Audited Financial Statements and Auditor's report for the year ended 31st March2017.
1. FINANCIAL RESULTS
( Amount In Lakhs)
|Particulars ||For the year ended on 31 March 17 ||For the year ended on 31 March 16 |
|Net Sales /Income from || || |
|Business Operations ||9578.98 ||12838.00 |
|Other Income ||29.19 ||307.35 |
|Total Income ||9608.17 ||13145.35 |
|Profit Before Interest Depreciation Tax and ||2044.36 ||2165.54 |
|Extraordinary/Exceptional Items || || |
|Less Interest ||1045.37 ||844.07 |
|Profit before Depreciation Tax and ||998.99 ||1321.47 |
|Extraordinary/Exceptional Items || || |
|Less Depreciation ||717.72 ||793.94 |
|Profit after depreciation and Interest but before Tax ||281.27 ||527.53 |
|Extraordinary/Exceptional Items || || |
|Less -Extraordinary/Exceptional Items ||688.17 ||- |
|Profit /(Loss) after depreciation and Interest Extraordinary ||(406.90) ||527.53 |
|/Exceptional Items but before Tax || || |
|Less - Current Income Tax ||- ||107.56 |
|Less - Previous year adjustment of Income Tax ||- ||- |
|Less -Deferred Tax ||(58.93) ||(98.83) |
|Net Profit /(Loss) after Tax ||(347.97) ||518.80 |
|Dividend (including Interim if any and final ) ||- ||- |
|Net Profit /(Loss) after dividend and Tax ||(347.97) ||518.80 |
|Amount Transferred to General Reserve ||- ||- |
|Balance of Profit Brought Forward ||6840.46 ||6588.22 |
|Short Provision of Income Tax ||- ||(266.55) |
|Balance carried to Balance Sheet ||6492.49 ||6840.46 |
|Earning per share Before Extraordinary Items (Basic)/ (Diluted) ||1.69 ||2.58 |
|Earning per Share After Extraordinary Items (Basic)/ (Diluted) ||(1.73) ||2.58 |
During the Financial year under review the Company has achieved Revenue of Rs. 9608.17Lakhs and that for previous year was Rs. 13145.35. The Company incured net loss (aftertax) of Rs. 347.97 Lakhs during the year and that for previous year there was net profitof Rs. 518.80 Lakhs. During the period the Company has incurred extraordinary losses dueto withdrawal of permission of Hydro Project at Ambai A/p Kalammawadi Tal. RadhanagariDist. Kolhapur as the Company failed to complete it within prescribed timespan.
The performance of the Company and state of a airs has been comprehensively covered inthe Management Discussion and Analysis Report.
Board of Directors do not recommend the payment of dividend for the financial year2016-17.
3. TRANSFER TO RESERVES
There is no any amount transferred to any reserve during the year under consideration.
4. DIRECTORS & KMP
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Abhay Bhide Executive Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible has offered himself for reappointmentand your Board recommends for his re-appointment.
Reappointment of Mr. Shivaji Mohite as Chairman and Managing Director and Mrs. MonikaMohite as Joint Managing Director of the Company was made in last Annual General Meeting.
Mr. Neehal Pathan has resigned as director of the Company with effect from 07thFebruary 2017. 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. Some committees were reconstituted during theyear because of resignation by one of the director. Name of Committees are as below
- 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 is provided in the Report on Corporate Governance. Allrecommendations made by Audit committee are accepted by the Board during the year underconsideration.
7. MEETINGS OF THE BOARD
The Board met four times during the year the details of which are given in the Reporton Corporate Governance. The Board meets at regular intervals to discuss and decide onCompany's business policy and strategy apart from other business. The notice of Boardmeeting is given well in advance to all the Directors of 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 theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and madejudgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year 2016-2017 and of the profit and loss of thecompany for that period; (c) the directors had taken proper and su cient care for themaintenance of adequate accountingrecords in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) the directors had prepared the annual accounts on a goingconcern basis; and (e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. (f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating 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 2015 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 forassessing the performance is as follows- The performance evaluation is carried out once ina year (generally in first or second quarters meeting) by method of internal assessment.Views of each members are considered on oral basis. The board after seeking inputs fromall the directors after making analysis of information gathered evaluate the performanceof the Board as whole of Committees thereof and of individual director. The Nominationand Remuneration Committee also contribute in this process of evaluation. Itrecommends/sets criteria for evaluation. Performance evaluation of independent directorswas done by the entire board excluding thei n d e p e n d e n t director being evaluated.The evaluation criteria for independent directors in details given in the Report onCorporate 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 2017-18.
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.
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 subheadingCorporate Governance - heading Investor Relations. PARVATI MOHITE FOUNDATION a Sec. 8Company has been incorporated as sole purpose vehicle to undertake CSR activities.
The details as per the provisions of Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 is annexed herewith as Annexure II.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION
188(1) OF THE COMPANIES ACT 2013
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 are prescribed in Form AOC-2 are appended asAnnexure III.
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 is no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate end on the date of this report.
18. MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE YEAR UNDER REVIEW AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
Due to non completion of project within time the Maharashtra Government has taken awaypermission granted to the Hydro-Electric Power Project at Ambai A/p Kalammawadi Tal.Radhanagari Dist. Kolhapur which was under construction and thereby extraordinary lossrecorded of Rs. 6.88 Cr. during year under consideration. Besides that there was no otherchanges occurred during the year under consideration affecting financial position of theCompany.
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 OR
DISCLAIMERS 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 Sections 124125 of the Companies Act 2013 there is no any unclaimed orunpaid dividend for previous years pending and due for remittance to the InvestorEducation and Protection Fund established by the Central Government.
23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS 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 2016-17 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 DILIP PANGE & ASSOCIATES (proprietor Shri. Dilip Pange)Practicing Company Secretaries Kolhapur is appended as Annexure IV and forms part of thisreport.
26. INTERNAL AUDIT
M/s R. T. Chaugule & Co Chartered Accountant Kolhapur were Internal Auditors ofthe Company for F.Y. 2016-17. The Internal Auditors had given their reports on quarterlybasis to the Audit Committee. Based on the report of internal audit management undertakescorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon were presented to the AuditCommittee of the Board.
The Board has appointed M/s. N. M. Pathan & Co (Proprietor Mr. Neehal Pathan)Chartered Accountants Kolhapur as its Internal Auditor for FY. 2017-18.
27. INTERNAL FINANCIAL CONTROL
The Company has adequate internal control system and procedures commensurate with sizeand nature of operations. The Audit Committee evaluates the efficacy and adequacy offinancial control system in the Company its compliance with operating systems accountingprocedures and policies of the Company and strives to maintain the Standard in InternalFinancial Control. The Internal Audit Report are periodically reviewed by the management& Audit Committee and necessary improvements are undertaken.
28. CORPORATE GOVERNANCE
Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the following have been made a part of theAnnual Report and are attached to this report :
- Related Party Disclosure
- Management Discussion and Analysis Report
- Report on Corporate Governance
- Auditors' Certificate regarding compliance of conditions of Corporate Governance
- Confirmation on 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-V to this Report.
Moreshwar G. Deshpande Chartered Accountant Sangli the Statutory Auditor of yourCompany hold office up to the conclusion of forthcoming Annual General Meeting. As perprovisions of Sec.139 of the Companies Act 2013 an individual can not be appointed as anauditor for more than one term of five consecutive years and transition period of threeyears was given to comply with that provision. Accordingly Moreshwar G. DeshpandeChartered Accountant Sangli the present Statutory Auditor are not eligible forre-appointment.
So Board hereby recommend the appointment of PRASHANT HIRAWDEKAR & ASSOCIATESChartered Accountants Kolhapur proprietor Hirawdekar Prashant Subhash (having membershipnumber 133498) as statutory Auditors of the Company for next five years i.e. up toconclusion of thirty first Annual General Meeting of the Company to be held in year 2022subject to ratification in each succeeding Annual General Meeting . The Company hasreceived a letter from him as to his willingness to be appointed as Statutory Auditor andhis appointment would be within the limits prescribed under Section 141 of the CompaniesAct 2013 and he is not disqualified from being appointed as Auditor.
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.
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 VI.
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.
| ||On behalf of the Board |
| ||MOHITE INDUSTRIES LIMITED |
| ||SHIVAJI MOHITE |
|Date : 18 August 2017 ||Chairman & Managing Director |
|Place : Vadgaon ||DIN 00425441 |