Your Director's have pleasure in presenting the 29th Annual Report of theCompany along with the Audited Financial Statements and Auditor's report for the yearended 31st March 2020
1. FINANCIAL RESULTS :
(Rs in Lakhs)
|Particulars ||For the year ended on 31st March 2020 (Standalone) ||For the year ended on 31st March 2019 (Standalone) ||For the year ended on 31st M arch 2020 (Consolidated) ||For the year ended on 31st March 2019 (Consolidated) |
|income from Operations || || || || |
|a) Revenue from Business Operations ||9648.80 ||11649.85 ||11983.81 ||11649.85 |
|b) Other Income ||266.35 ||11.03 ||268.20 ||11.03 |
|Total Income from Operation ||9915.15 ||11660.88 ||12252.01 ||11660.88 |
|Profit Before Finance costs Depreciation Tax ||1577.79 ||1988.91 ||1904.30 ||1977.34 |
|Less : Finance Costs ||837.50 ||1059.59 ||881.55 ||1059.59 |
|Profit before Depreciation Tax ||740.29 ||929.32 ||1022.90 ||929.04 |
|Less : Depreciation ||588.63 ||727.50 ||600.32 ||727.50 |
|Profit before Tax ||151.66 ||201.82 ||422.58 ||201.54 |
|Less - Current Tax ||24.75 ||42.50 ||24.75 ||42.50 |
|Less - Previous year adjustment of Tax ||- ||- ||- ||- |
|Less - Deferred Tax ||(28.72) ||(53.81) ||(28.72) ||(53.81) |
|Profit/ (Loss) for the period from continuing operations ||155.63 ||213.13 ||426.55 ||212.85 |
|Other Comprehensive Income Net of Tax ||- ||- ||- ||- |
|Total Comprehensive Income After Tax ||155.63 ||213.13 ||426.55 ||212.85 |
|Amount Transferred to General Reserve ||- ||- ||- ||- |
|Balance of Profit Brought Forward ||6872.59 ||6659.46 ||6872.59 ||6659.46 |
|Short Provision of Income Tax ||- ||- ||- ||- |
|Depreciation Reversal ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||7028.23 ||6872.59 ||7166.50 ||6872.31 |
|Earning per share (Basic)/ (Diluted) ||0.77 ||1.06 ||2.12 ||1.06 |
PERFORMANCE REVIEW- Standalone results -
During the Financial year under review the Company has achieved standalone revenue ofRs 9648.80 Lakhs and that for previous year was Rs 11649.85 Lakhs. The net Profit (aftertax) of Rs 155.63 Lakhs during the year and that for previous year there was net profit(after tax) of Rs 213.13 Lakhs.
Consolidated Results -
During the Financial year under review the Company has achieved consolidated revenue ofRs 11983.81 Lakhs and that for previous year was Rs 11649.85 Lakhs. The net Profit (aftertax) of Rs 426.55 Lakhs during the year and that for previous year there was net profit(after tax) of Rs 212.85 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 year2019-20.
3. TRANSFER TO RESERVES
There is no any amount transferred to any reserve during the year under consideration.
4. DIRECTORS & KM P
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 Mr. AbhayShamrao Bhide (DIN : 005307473) retire by rotation at the ensuing Annual General Meetingand being eligible offered himself for re-appointment and your Board recommends for hisre-appointment.
Mr. Shivaji Ramchandra Mohite (DIN : 00425441) and Mrs. Monika Shivaji Mohite (DIN :00425614) were reappointed as Managing Director and Joint Managing Director of the Companyfor next five years with effect from 01 October 2019 during the year.
Term of all Independent directors Mr. Vijay Madanlal Nawandhar (DIN : 00218197) Mr.Ranjeet Dinkarrao Patil (DIN : 02496342) and Mr. Shankar Hindurao Ptil (DIN : 03198638)will expire on 30th September 2020 and in terms of provisions of section149(11) they all were appointed for two consecutive terms and therefore are not eligiblefor reappointment. The Board of directors recommend appointment of Mr. Annasaheb DhondibaMore (DIN : 08861721) Mr. Bhushan Madhukar Deshpande (DIN : 08861720) & Mr. NikhilVijay Nawandhar (DIN : 01291811) as an independent directors in forthcoming Annual GeneralMeeting by approval of shareholders. Hence resolutions approving their appointment asdirectors is put before the shareholders for their approval.
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 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 4 times during the year the details of which are given in the Report onCorporate Governance. All meetings are duly convened.
8. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 theBoard hereby submit its responsibility Statement : -
(a) in the preparation of the annual accounts for FY 2019-20 the applicable accountingstandards had been 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 2019-20and 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 applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees on the evaluation criteria defined by Nomination andRemuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors.
The Board's functioning was evaluated on various aspects including inter-alia thestructure of the Board meeting of the Board functions of the Board degree offulfillment of key responsibilities establishment and delineation of responsibilities tovarious Committees effectiveness of Board processes information and functioning.
The Committees of the Board were assessed on the degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of Meetings. TheDirectors were evaluated on aspects such as attendance contribution at Board / CommitteeMeetings and guidance / support to the Management outside Board / Committee Meetings.
The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated in separate meetings of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.
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 BSE Ltd. The Company has notpaid the listing fees to BSE Limited for the Financial Year 2020-21.
13. REMUNERATION POLICY
The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee (NRC) has adopted a terms of reference which interalia deals withthe criteria for identification of members of the Board of Directors and selection/appointment of the Key Managerial Phrsonnel/Senior Management Personnel of the Company.The NRC recommends appointment of Director/appointment or re-appointment of ManagingDirector based on their qualifications expertise positive attributes and independence inaccordance with prescribed provisions of the Companies Act 2013 and rules framedthereunder and Listing Regulations. The NRC in addition to ensuring diversity of race andgender also considers the impact the appointee would have on Board's balance ofprofessional experience background viewpoints skills and areas of expertise.
The Board of Directors in consonance with the recommendation of Nomination andRemuneration Committee has also adopted the Remuneration Policy for the Directors KeyManagerial personnel and Senior Managerial personnel. The guiding principles of theRemuneration Policy are stated in the Report on Corporate Governance which forms part ofthe Annual Report.
14. RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Even though it is not mandatory the Company has constituted a Risk ManagementCommittee which has been entrusted with the responsibility to assist the Board inapproving the Company's Risk Management Framework and overseeing all the risks that theorganization faces such as strategic financial liquidity security regulatory legalreputational and other risks that have been identified and assessed to ensure that thereis a sound Risk Management Policy in place to address such concerns/risks. The RiskManagement process covers risk identification assessment analysis and mitigation.Incorporating sustain ability in the process also helps to align potential exposures withthe risk appetite and highlight risks associated with chosen strategies.
The Audit Committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis.
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 21 of the Listing Regulations.
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures
15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
As per provisions of the Companies (Amendment) Act 2017 the company does not incur anyCorporate social responsibility liability for FY 2019-20 and also for current FY 2020-21as it doesn't fulfills the criteria applicable.
But the Company has duly constituted Corporate Social Responsibility (CSR) Committee asprovisions relating to same were applicable to company under old criteria and companycontinued with same CSR Committee. The Committee has framed the CSR Policy on CorporateSocial Responsibility as per Schedule VII of the Companies Act 2013 which is disclosed onwebsite of the company under sub-heading Corporate Governance - heading InvestorRelations. PARVATI MOHITE FOUNDATION a Sec. 8 Company has been incorporated as solepurpose vehicle to undertake CSR activities. But still no CSR activities are undertaken bythe Company.
The details as per the provisions of Rule 8 of Companies (Corporate SocialResponsibility) Rules 2014 are annexed herewith as
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188 (1) OF THE COMPANIES ACT 2013
All related party transactions that were entered into by the Company during thefinancial year under review were generally on arms' length basis and in the ordinarycourse of business. The disclosure of related party transactions as required under Section134(3)(h) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in prescribed Form AOC-2 is given in Annexure III which is attached heretoand forms a part of the Directors' Report. There are no material significant related partytransactions entered into by the Company with its Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All related party transactions are placed before themeeting(s) of Audit Committee for its approval.
The statement giving details of all related party transactions to be entered intotogether with relevant documents/information are placed before the Audit Committee forapproval and also already entered transactions are placed for review and updation onquarterly basis. The Company's Policy on materiality of Related Party Transactions anddealing with Related Party Transactions as approved by the Board of Directors isuploaded on the Company's website and can be accessed at weblink:http://mohite.com/pdf/new-data/Policy%20on%20Dealing%20with%20Related%20Party%20Transactions.pdf
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
In wake of COVID 19 pandemic and lockdown situation in many states and unionterritories across country the operations of the company have been totally closed/stopped since 22 March 2020 for ensuring compliance with directives issued by thegovernment and local authorities. Still now those operations are not resumed .Asoperations are totally closed it badly impacts on financial and operational position ofthe company. The management is scheduling to resume its operations on 21stSeptember 2020. There are no other material changes and commitments affecting thefinancial position of the Company occurred between the end of the financial year to whichthis financial statements relate on the date of this report.
18. MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE YEAR UNDER REVIEW AFFECTING THEFINANCIAL POSITION OF THE COMPANY
In last week of financial year company closed its operation totally as a compliancemeasure of directives issued by the government and local authorities but still now thoseare not resumed because of labour problem as majority workers migrated to their nativeplaces after lockdown and not returned back. The management is scheduling to resume itsoperations on 21st September 2020. Besides that there was no changes occurredduring the year under consideration affecting financial position of the Company.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The particulars of Loans Guarantees and Investments in pursuance to Section 186 of theCompanies Act 2013 have been disclosed in the financial statements read together withNotes annexed to and forming an integral part of the financial statements..
20. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT
The Secretarial Compliance Report and secretarial audit report issued by secretarialauditor pointed out some violation made by the company during the financial year 2019-20but those are complied with during same year by the Company. Details of violation and thenafter compliance thereof in detail is given in secretarial audit report attached as AnnexureIV to this report and also in Corporate Governance report attached to this report.
There were no qualifications reservations or adverse remarks made by of the Auditorsof the company or by Cost Auditors in their respective Reports.
21. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors (existing and proposed to be appointed) of the Companyhave given their declarations to the Company under Section 149(7) of the Act that theymeet the criteria of independence as provided under Section 149(6) of the Act read withRegulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the Listing Regulations"). There hasbeen no change in the circumstances affecting their status as Independent Directors of theCompany.
In the opinion of the Board they fulfill the conditions of independence as specifiedin the Act and the Listing Regulations and are independent of the management.
22. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 125 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.
During year under consideration company received final show cause notices from ROCregarding violations observed ( details as given below) during inspection of Books ofaccounts of the Company under section 206(5) of the Companies Act 2013. Board isconsidering an option to approach ROC with compounding application for those violations asviolations are due to inadvertence and not intentional Details of Violation
1) SCN under section 77 of the Companies Act 2013
2) SCN under section 189 (1) R/W Rule 16(1) of the Companies Act 2013
3) SCN Under Section 129 of The Companies Act 2013 R/W Accounting Standard 17
4) SCN Under Section 129 of The Companies Act 2013 R/W Accounting Standard 13
5) SCN Under Section 129 of The Companies Act 2013 R/W Accounting Standard 9
24. WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors' and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct. The Policy provides foradequate safeguards against victimization of employees who avail of the mechanism andprovides to employees' direct access to the Chairman of the Audit Committee. It isaffirmed that no personnel of the Company have been denied access to the Audit Committee.The Whistle Blower Policy has been posted on the website of the Company at www.mohite.com
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 IV and forms part of this report. Report is qualified. Mr.Dilip Pange Kolhapur Membership No.6423 CP No. 2516 is reappointed as SecretarialAuditor of the company for year 2020-21.
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. Y2019-20. The Internal Auditors of the company conducts financial operational andmanagement audit of various functions and areas. Their reports are placed before the AuditCommittee and appropriate actions as deemed fit are initiated based on the reports.
The Board has reappointed M/s. N. M. Pathan & Co (Proprietor Mr. Neehal PathanMembership No.130017) Chartered Accountants Kolhapur as its Internal Auditor for FY2020-21.
27. 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
28. 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 & VI to this Report.
Remuneration from subsidiary
During year under consideration no director of the company receiving remuneration fromsubsidiary company. But from June 2020 Mr. Shivaji Mohite was appointed as ManagingDirector and Mrs. Monika Mohite as Joint Managing Director of subsidiary company and bothare receiving remuneration of Rs 300000/- pm and Rs 200000/- pm respectively fromsubsidiary.
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. However after the amendment in Section 139 of the Acteffective 7 May 2018 ratification by members every year for the appointment of theStatutory Auditors is no longer required. 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.
30. COST AUDITORS AND COST RECORDS
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 appointed Shri. S.V Vhatte Cost & Management Accountant Solapur as Cost Auditors of the Company toconduct audit of cost records maintained by the Company for year 2019-20 at a remunerationof 75000/- (Rupees Seventy Five Thousand Only) plus taxes and out of pocket expenses. Aresolution seeking approval of the members for ratifying the remuneration payable to theCost Auditors for FY 2020-21 is provided in the Notice of the ensuing Annual GeneralMeeting.
The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.
31. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE
Your Company has acquired a subsidiary namely Solitaire Constructions Private Limitedbelongs to same promoter group as that of your company and the subsidiary company is anon-material non-listed Indian Subsidiary company. The subsidiary had undertaken itsbusiness activity during last year i.e. construction and allied infrastructure sectors.
As on 31 March 2020 income of the subsidiary company is 19.48% (i.e. exceeds 10 %) ofthe companies consolidated income therefor as defined under Regulation 16 of the SEBI(LODR) Regulations 2015 subsidiary become material subsidiary during current year andcompany is going to take steps to meet the corporate governance requirements as applicablewith respect to Material Unlisted Subsidiary
The Company has formulated a policy for determining Material Subsidiaries and thePolicy is disclosed on the Company's website at www.mohite.com.
A Statement containing the salient features of the financial statements of subsidiarycompany as prescribed under the first proviso to sub-section (3) of section 129 of theCompanies Act 2013 read with rule 5 of The Companies (Accounts) Rules 2014 is attachedas per the prescribed format and forms a part of the Annual Report. In accordance with theprovisions of Section 136 of the Companies Act 2013 and the amendments thereto read withListing Regulations the audited financial statements including the consolidatedfinancial statements and related information of the Company and financial statements ofthe subsidiary company will be available on the Company's website www.mohite.com.
The company doesn't have associates or joint venture companies. Pursuant to firstproviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules2014 the statement containing the salient features of financial statements of subsidiaryis attached as Annexure - VI I
32. CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements of the Company as of and for the yearended March 31 2020 have also been prepared in the same form and manner as that of theCompany and are in accordance with the applicable provisions of the Act and the rules andregulations made thereunder read with Indian Accounting Standard (Ind AS)-110"Consolidated Financial Statements forms a part of the Annual Report.
33. 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 VIII".
34. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. During the year no complaint was filed during year under consideration. Nocompliant was pending at the beginning or end of the year under review.
35. ACKNOWLEDGMENT :
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
|Place - Vadgaon Kolhapur ||SHIVAJ MOHITE MANAGING DIRECTOR ||MONIKA MOHITE JOINT MANAGING DIRECTOR |
|Date - 15th September 2020 ||DIN 00425441 ||DIN 00425614 |